exv4w5






Exhibit 4.5




$170,000,000




SECOND LIEN CREDIT AGREEMENT




Dated as of November 16, 2006




among




GA EBS MERGER, LLC

(which on the Closing Date will be merged with and into

EMDEON BUSINESS SERVICES LLC),

as Borrower,




MEDIFAX-EDI HOLDING COMPANY,

as Additional Borrower,




EBS MASTER LLC,

as Holdco,




THE LENDERS REFERRED TO HEREIN,




CITIBANK, N.A.,

as Administrative Agent and Collateral Agent,




CITIGROUP GLOBAL MARKETS INC.

and

DEUTSCHE BANK SECURITIES INC.

as Joint Lead Arrangers,




CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

and

BEAR, STEARNS & CO. INC.

as Joint Bookrunner,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Syndication Agent




and




BEAR STEARNS CORPORATE LENDING INC.,

as Documentation Agent




Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Classification of Loans and Borrowings
	 	 	37	 
	SECTION 1.03. Terms Generally
	 	 	37	 
	SECTION 1.04. Resolution of Drafting Ambiguities
	 	 	38	 
	SECTION 1.05. Certifications
	 	 	38	 
	SECTION 1.06. Joint and Several Liability of Borrowers
	 	 	38	 
	 
	 	 	 	 
	ARTICLE II

 
	THE CREDITS

	 
	 	 	 	 
	SECTION 2.01. Credit Commitments
	 	 	38	 
	SECTION 2.02. Procedure for Borrowing
	 	 	39	 
	SECTION 2.03. Conversion and Continuation Options for Loans
	 	 	39	 
	SECTION 2.04. [RESERVED]
	 	 	40	 
	SECTION 2.05. Optional and Mandatory Prepayments of Loans; Repayments of Loans
	 	 	40	 
	SECTION 2.06. [RESERVED]
	 	 	42	 
	SECTION 2.07. Repayment of Loans; Evidence of Debt
	 	 	42	 
	SECTION 2.08. Interest Rates and Payment Dates
	 	 	43	 
	SECTION 2.09. Computation of Interest
	 	 	44	 
	SECTION 2.10. Fees
	 	 	44	 
	SECTION 2.11. Termination, Reduction or Adjustment of Commitments
	 	 	44	 
	SECTION 2.12. Inability to Determine Interest Rate; Unavailability of Deposits;
Inadequacy of Interest Rate
	 	 	44	 
	SECTION 2.13. Pro Rata Treatment and Payments
	 	 	44	 
	SECTION 2.14. Illegality
	 	 	45	 
	SECTION 2.15. Requirements of Law
	 	 	46	 
	SECTION 2.16. Taxes
	 	 	47	 
	SECTION 2.17. Indemnity
	 	 	51	 
	SECTION 2.18. Change of Lending Office
	 	 	51	 
	SECTION 2.19. Sharing of Setoffs
	 	 	51	 
	SECTION 2.20. Assignment of Commitments Under Certain Circumstances
	 	 	52	 
	 
	 	 	 	 
	ARTICLE III

 
	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	SECTION 3.01. Organization, etc.
	 	 	52	 
	SECTION 3.02. Due Authorization, Non-Contravention, etc.
	 	 	53	 
	 
	 	 	 	 
	-i-







 









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SECTION 3.03. Government Approval, Regulation, etc.
	 	 	53	 
	SECTION 3.04. Validity, etc.
	 	 	53	 
	SECTION 3.05. Financial Information
	 	 	54	 
	SECTION 3.06. No Material Adverse Effect
	 	 	54	 
	SECTION 3.07. Litigation
	 	 	54	 
	SECTION 3.08. Compliance with Laws and Agreements
	 	 	54	 
	SECTION 3.09. Subsidiaries
	 	 	54	 
	SECTION 3.10. Ownership of Properties
	 	 	55	 
	SECTION 3.11. Taxes
	 	 	56	 
	SECTION 3.12. Pension and Welfare Plans
	 	 	56	 
	SECTION 3.13. Environmental Warranties
	 	 	57	 
	SECTION 3.14. Regulations T, U and X
	 	 	58	 
	SECTION
3.15. Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projected Financial Statements 
	 	 	58	 
	SECTION 3.16. Insurance
	 	 	59	 
	SECTION 3.17. Labor Matters
	 	 	59	 
	SECTION 3.18. Solvency
	 	 	59	 
	SECTION 3.19. Intellectual Property
	 	 	60	 
	SECTION 3.20. Security Documents
	 	 	60	 
	SECTION 3.21. Anti-Terrorism Laws
	 	 	62	 
	SECTION 3.22. Indebtedness
	 	 	63	 
	SECTION 3.23. No Burdensome Restrictions
	 	 	63	 
	SECTION 3.24. Use of Proceeds
	 	 	63	 
	 
	 	 	 	 
	ARTICLE IV

 
	CONDITIONS

	 
	 	 	 	 
	SECTION 4.01. Closing Date
	 	 	63	 
	 
	 	 	 	 
	ARTICLE V


AFFIRMATIVE COVENANTS
	 
	 	 	 	 
	SECTION 5.01. Financial Information, Reports, Notices, etc.
	 	 	67	 
	SECTION 5.02. Compliance with Laws, etc.
	 	 	70	 
	SECTION 5.03. Maintenance of Properties
	 	 	70	 
	SECTION 5.04. Insurance
	 	 	70	 
	SECTION 5.05. Books and Records; Visitation Rights; Maintenance of Ratings
	 	 	71	 
	SECTION 5.06. Environmental Covenant
	 	 	71	 
	SECTION 5.07. Information Regarding Collateral
	 	 	72	 
	SECTION 5.08. Existence; Conduct of Business
	 	 	73	 
	SECTION 5.09. Casualty and Condemnation
	 	 	73	 
	SECTION 5.10. Pledge of Additional Collateral
	 	 	73	 
	SECTION 5.11. Further Assurances
	 	 	74	 
	SECTION 5.12. Use of Proceeds
	 	 	75	 
	 
	 	 	 	 
	-ii-







 









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SECTION 5.13. Payment of Taxes
	 	 	75	 
	SECTION 5.14. Interest Rate Protection
	 	 	75	 
	SECTION 5.15. Additional Guarantors
	 	 	75	 
	SECTION 5.16. Designation of Unrestricted Subsidiaries
	 	 	76	 
	SECTION 5.17. Post-Closing Matters
	 	 	76	 
	 
	 	 	 	 
	ARTICLE VI

 
	NEGATIVE COVENANTS

	 
	 	 	 	 
	SECTION 6.01. Indebtedness; Preferred Stock
	 	 	76	 
	SECTION 6.02. Liens
	 	 	79	 
	SECTION 6.03. Contingent Obligations
	 	 	82	 
	SECTION 6.04. Fundamental Changes
	 	 	83	 
	SECTION 6.05. Sale of Assets
	 	 	84	 
	SECTION 6.06. Investments
	 	 	85	 
	SECTION 6.07. [RESERVED]
	 	 	87	 
	SECTION 6.08. Hedging Agreements
	 	 	87	 
	SECTION 6.09. Financial Covenants
	 	 	87	 
	SECTION 6.10. Clauses Restricting Subsidiary Distributions
	 	 	88	 
	SECTION 6.11. Dividends
	 	 	89	 
	SECTION 6.12. Transactions with Affiliates
	 	 	90	 
	SECTION 6.13. Changes in Fiscal Year
	 	 	92	 
	SECTION 6.14. Lines of Business
	 	 	92	 
	SECTION 6.15. Amendments to Certain Documents
	 	 	92	 
	SECTION 6.16. Prepayments and Amendments of Certain Debt
	 	 	92	 
	SECTION 6.17. Negative Pledges
	 	 	93	 
	SECTION 6.18. Sales and Leasebacks
	 	 	93	 
	SECTION 6.19. Anti-Terrorism Law
	 	 	93	 
	SECTION 6.20. Embargoed Person
	 	 	94	 
	SECTION 6.21. Anti-Money Laundering
	 	 	94	 
	 
	 	 	 	 
	ARTICLE VII

 
	EVENTS OF DEFAULT

	 
	 	 	 	 
	SECTION 7.01. Listing of Events of Default
	 	 	94	 
	SECTION 7.02. Action if Bankruptcy
	 	 	97	 
	SECTION 7.03. Action if Other Event of Default
	 	 	97	 
	SECTION 7.04. Certain Cure Rights
	 	 	97	 
	SECTION 7.05. Application of Proceeds
	 	 	98	 
	 
	 	 	 	 
	-iii-







 









 







	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	THE AGENTS

	 
	 	 	 	 
	SECTION 8.01. The Agents
	 	 	99	 
	 
	 	 	 	 
	ARTICLE IX

 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION
9.01. Notices
	 	 	103	 
	SECTION
9.02. Survival of Agreement
	 	 	104	 
	SECTION
9.03. Binding Effect
	 	 	104	 
	SECTION
9.04. Successors and Assigns
	 	 	104	 
	SECTION
9.05. Expenses; Indemnity
	 	 	107	 
	SECTION
9.06. Right of Setoff
	 	 	109	 
	SECTION
9.07. Applicable Law
	 	 	109	 
	SECTION
9.08. Waivers; Amendment
	 	 	109	 
	SECTION
9.09. Interest Rate Limitation
	 	 	112	 
	SECTION
9.10. Entire Agreement
	 	 	112	 
	SECTION
9.11. WAIVER OF JURY TRIAL
	 	 	112	 
	SECTION
9.12. Severability
	 	 	113	 
	SECTION
9.13. Counterparts
	 	 	113	 
	SECTION
9.14. Headings
	 	 	113	 
	SECTION
9.15. Jurisdiction; Consent to Service of Process
	 	 	113	 
	SECTION
9.16. Confidentiality
	 	 	114	 
	SECTION
9.17. Fixed Income Direct Website Communications
	 	 	114	 
	SECTION
9.18. USA PATRIOT Act Notice
	 	 	116	 
	SECTION
9.19. Intercreditor Agreement
	 	 	116	 
	 
	 	 	 	 
	ANNEX I Lenders and Commitments
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A Form of Administrative Questionnaire
	 	 	 	 
	EXHIBIT B Form of Assignment and Acceptance
	 	 	 	 
	EXHIBIT C Form of Borrowing Request
	 	 	 	 
	EXHIBIT D Form of Closing Certificate
	 	 	 	 
	EXHIBIT E Form of Compliance Certificate
	 	 	 	 
	EXHIBIT F Form of Guarantee Agreement
	 	 	 	 
	EXHIBIT G Form of Intercompany Note
	 	 	 	 
	EXHIBIT H Reserved
	 	 	 	 
	EXHIBIT I Reserved
	 	 	 	 
	EXHIBIT J Reserved
	 	 	 	 
	EXHIBIT K Form of Note
	 	 	 	 
	EXHIBIT L Form of Perfection Certificate
	 	 	 	 
	EXHIBIT M Form of Security Agreement
	 	 	 	 
	EXHIBIT N Form of Section 2.16 Certificate
	 	 	 	 
	 
	 	 	 	 
	-iv-







 









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	EXHIBIT O Form of Solvency Certificate
	 	 	 	 
	EXHIBIT P Form of Intercreditor Agreement
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 1.01(a) Subsidiary Guarantors
	 	 	 	 
	SCHEDULE 3.07 Litigation
	 	 	 	 
	SCHEDULE 3.09 Subsidiaries
	 	 	 	 
	SCHEDULE 3.10(b) Leased and Owned Real Property, Part I
	 	 	 	 
	SCHEDULE 3.10(c) Leased and Owned Real Property, Part II
	 	 	 	 
	SCHEDULE 3.19(c) Intellectual Property Matters
	 	 	 	 
	SCHEDULE 3.20(c) Mortgage Filing Offices
	 	 	 	 
	SCHEDULE 5.17 Post-Closing Matters
	 	 	 	 
	SCHEDULE 6.01(w) Existing Indebtedness
	 	 	 	 
	SCHEDULE 6.02(h) Existing Liens
	 	 	 	 
	SCHEDULE 6.06(h) Existing Investments
	 	 	 	 
	SCHEDULE 6.12(f) Affiliate Transactions
	 	 	 	 
	 
	 	 	 	 
	-v-







 









 






          SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2006, among GA EBS
MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”),
MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional
Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company
organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A. (“Citibank”), as
administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as
collateral agent (in such capacity, the “Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”)
and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead
Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC. (“BSCI”), as joint bookrunners, DEUTSCHE BANK
TRUST COMPANY AMERICAS (“DBTCA”), as syndication agent (in such capacity, the “Syndication Agent”)
and BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”), as documentation agent (in such capacity,
the “Documentation Agent”).



          WHEREAS, Borrower, an indirect wholly owned subsidiary of EBS Acquisition LLC, a Delaware
limited liability company (the “Purchaser”), will acquire the Acquired Business (as defined below)
by way of merger with Emdeon Business Services LLC, a newly formed entity (“NewCo”) and
wholly-owned subsidiary of Holdco whose sole assets will be the business services division of
Emdeon Corporation (“Target”) and certain related assets (together with the Target, the “Acquired
Business”) from Emdeon Corporation ( “Emdeon”), pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of November 15, 2006, among Borrower, the Purchaser, Emdeon, EBS Holdco,
Inc., Holdco, the Additional Borrower, EBS Merger Co. and NewCo (the “Merger Agreement”). Borrower
will be merged with and into the NewCo (the “Merger”), with NewCo being the surviving limited
liability company and thereafter being Borrower under this Agreement. Sponsor (as defined below)
will have an indirect 52% interest in NewCo through its ownership in Holdco. Emdeon will retain an
indirect 48% interest in NewCo through its ownership in Holdco;



          WHEREAS, Sponsor and its Controlled Investment Affiliates and other equity investors
reasonably acceptable to the Lead Arrangers will indirectly make cash common equity investments in
Holdco of at least $318,850,000 simultaneously with the merger of Borrower with NewCo, which cash
shall be distributed by NewCo to Holdco and Holdco to wholly owned subsidiaries of Emdeon (the
“Cash Equity Financing”) and Emdeon will rollover at least $294,320,000 in to Holdco simultaneously
herewith (the “Rollover Equity,” and, together with the Cash Equity Financing, the “Equity
Financing”);



          WHEREAS, simultaneously herewith, Borrowers will enter into the First Lien Credit Agreement
(as defined herein) providing for first lien term loans in the amount of $755,000,000 and revolving
loans in an amount of up to $50,000,000, the net proceeds of which will be used to fund a portion
of the purchase price of the Merger;



          WHEREAS, on the Closing Date, Borrowers will request the lenders under the First Lien Credit
Agreement to extend credit in an aggregate amount of $755,000,000 of Term Loans (as defined in the
First Lien Credit Agreement);



 









 





          WHEREAS, the Liens securing the Obligations shall be subordinated to the Liens securing the
First Lien Obligations;



          WHEREAS, Borrowers have requested that the Lenders extend credit in the form of Loans on the
Closing Date in an aggregate principal amount not in excess of $170,000,000; and



          WHEREAS, the proceeds of the Loans are to be used as set forth in Section 5.12;



          NOW, THEREFORE, the Lenders are willing to extend such credit to Borrowers on the terms and
subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS




          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall
have the meanings specified below:



          “ABR Borrowing” means a Borrowing comprised of ABR Loans.



          “ABR Loan” means any Loan bearing interest at a rate determined by reference to the Alternate
Base Rate in accordance with the provisions of Article II.



          “Accounting Change” has the meaning assigned to such term in Section 1.03(a).



          “Acquired Business” has the meaning assigned to such term in the recitals hereto.



          “Additional Borrower” has the meaning assigned to such term in the preamble.



          “Additional Collateral” has the meaning assigned to such term in Section 5.10(a).



          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.



          “Administrative Agent” has the meaning assigned to such term in the preamble hereto and
includes each other Person appointed as the successor pursuant to Article IX.



          “Administrative Questionnaire” means an Administrative Questionnaire in the form of
Exhibit A.



          “Affiliate” of any Person means any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person (excluding any trustee



-2-









 







under, or any committee with responsibility for administering, any Plan). A Person shall be deemed
to be “controlled by” any other Person if such other Person possesses, directly or indirectly,
power to:




     (a) vote 15% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors, managers or managing general partners of such
Person; or




     (b) direct or cause the direction of the management and policies of such Person.



          “Agent Fees” has the meaning assigned to such term in Section 2.10(c).



          “Agents” means the Administrative Agent and the Collateral Agent.



          “Agreement” has the meaning assigned to such term in the preamble hereto.



          “Alternate Base Rate” means for any day, a rate per annum equal to the higher of (a) the
Administrative Agent’s Base Rate in effect on such day and (b) the Federal Funds Rate in effect on
such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Base Rate or
the Federal Funds Rate shall be effective as of the opening of business on the effective day of
such change.



          “Anti-Terrorism Laws” shall have the meaning assigned thereto in Section 3.22.



          “Applicable Prepayment Penalty” means, with respect to any Loan repaid or prepaid, a payment
by any Borrower to the Lender of such Loan equal to (a) on or prior to the first anniversary of the
Closing Date, 2% of the aggregate principal amount of the Loans so repaid, (b) after the first
anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1%
of the aggregate principal amount of the Loans so repaid and (c) after the second anniversary of
the Closing Date, 0%.



          “Applicable Rate” means, for any day, with respect to any Loan that is (x) an ABR Loan, 4.00%
per annum and (y) a Eurodollar Loan, 5.00% per annum.



          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



          “Asset Sale” means any sale, sale-leaseback, transfer, lease, assignment, conveyance or other
disposition (including by way of merger or consolidation, but excluding any Taking or Destruction)
by Holdco, Borrower or any Subsidiary of any of its property or assets, including the Equity
Interests of any Subsidiary, including by issuance of Equity Interests of Borrower or a Subsidiary,
except (i) sales and dispositions permitted by Sections 6.05(a), (b), (c),
(e), (g), (h), (i), (k) and (l) and (ii) individual
sales or dispositions that, together with any other substantially related transactions, relate to
assets with aggregate Net Proceeds of less than $1,000,000.



-3-









 





          “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 9.04(b)), and
accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall
be approved by the Administrative Agent and Borrower.



          “Attributable Indebtedness” means, when used with respect to any Sale and Leaseback
Transaction, as at the time of determination, the present value (discounted at a rate equivalent to
Borrower’s then-current weighted average cost of funds for borrowed money as at the time of
determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in any such Sale and Leaseback
Transaction.



          “Audited Financial Statements” means the unqualified audited consolidated balance sheets of
the Acquired Business for the Fiscal Years ended December 31, 2004 and 2005 and related statements
of income, stockholders’ equity and cash flows of the Acquired Business for each of the Fiscal
Years ended December 31, 2003, 2004 and 2005.



          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by Citibank, N.A. as its “prime rate”. Any change in such rate
announced by Citibank, N.A. shall take effect at the opening of business on the day specified in
the public announcement of such change.



          “Bear Stearns” has the meaning assigned to such term in the preamble hereto.



          “Board” means the Board of Governors of the Federal Reserve System of the United States.



          “Board of Directors” means, with respect to any Person, (i) in the case of any corporation,
the board of directors of such Person, (ii) in the case of any limited liability company, the
manager or the board of directors or board of managers of such Person, (iii) in the case of any
partnership, the Board of Directors of the general partner of such Person and (iv) in any other
case, the functional equivalent of the foregoing.



          “Borrower” has the meaning assigned to such term in the preamble hereto; provided that the
phrases “Borrower,” “any Borrower,” “applicable Borrower,” “each Borrower,” “no Borrower,” “other
Borrower,” “such Borrower” and any other phrases of the import shall be referenced to one or more
of Borrowers, as the context requires.



          “Borrowers” means, collectively, Borrower and the Additional Borrower.



          “Borrowing” means a Loan or group of Loans of the same Type made (including through a
conversion or continuation) by the applicable Lenders on a single date and as to which a single
Interest Period is in effect.



          “Borrowing Date” means any Business Day specified in a notice pursuant to Section 2.02
as a date on which any Borrower requests Loans to be made hereunder.



-4-









 





          “Borrowing Request” has the meaning assigned to such term in Section 2.02(a).



          “BSCI” has the meaning assigned to such term in the preamble hereto.



          “Business Day” means (a) for all purposes other than as covered by clause (b) below, a day
other than a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to close and (b) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (a) and which is also a day for trading by and between banks in
Dollar deposits in the interbank eurodollar market.



          “Capital Expenditures” means, with respect to any Person, for any period, without duplication,
expenditures resulting in the aggregate gross increase during that period, in the property, plant
or equipment reflected in the consolidated balance sheet of such Person and its consolidated
Subsidiaries (including principal amounts in respect of Financing Leases and excluding capitalized
interest in respect thereof), in conformity with GAAP, but excluding increases resulting from (i)
expenditures made in connection with the replacement, substitution or restoration of property, (ii)
expenditures that are reimbursed by an unrelated third party, (iii) expenditures to the extent
funded by the Net Proceeds from issuances of Equity Interests (but excluding any Cure Amount), (iv)
expenditures to the extent funded by the Net Proceeds from Asset Sales, Takings or Destructions as
contemplated by, and in accordance with, clause (b) or (c) (as applicable) of the definition of
“Net Proceeds”, (v) Investments in respect of a Permitted Acquisition and (vi) expenditures made
with the retained portion of Excess Cash Flow following the application of Section
2.05(c)(iv).



          “Cash Equity Financing” has the meaning assigned to such term in the recitals hereto.



          “Cash Equivalents” means: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing or allowing for liquidation at the
original par value at the option of the holder within two years from the date of acquisition;
(b) certificates of deposit, time deposits, eurodollar time deposits, bankers acceptances or
overnight bank deposits having maturities of 12 months or less from the date of acquisition issued
by or guaranteed by or placed with, and money market deposit accounts issued or offer by any
Lender, or any commercial bank organized under the laws of the United States or any state thereof,
the District of Columbia, or any U.S. branch of a foreign bank, in each case having combined
capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at the
date of acquisition, at least A-2 by S&P or P-2 by Moody’s (or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies cease publishing
ratings of commercial paper issuers generally) and maturing within one year from the date of
acquisition; (d) repurchase obligations for securities described in clause (a) above of any Lender
or of any commercial bank satisfying the requirements of clause (b) of this definition, having a
term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by
the United States government; (e) securities with maturities of two years or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state,



-5-









 







commonwealth or territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign government (as the case
may be) are at the time of acquisition rated at least A by S&P or A2 by Moody’s; (f) securities
with maturities of six months or less from the date of acquisition backed by standby letters of
credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of
this definition; or (g) shares of money market mutual or similar funds which invest at least 95% of
their assets in assets satisfying the requirements of any of clauses (a) through (f) of this
definition.



          “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, 42 U.S.C. § 9601 et seq.



          “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability
Information System List promulgated pursuant to CERCLA.



          “CGMI” has the meaning assigned to such term in the preamble hereto.



          “Change of Control” means any event, transaction or occurrence as a result of which any of the
following occurs:




     (a) at any time prior to a Qualified Public Offering, the Permitted Holders shall cease
to own, directly or indirectly, 55% of the issued and outstanding Equity Interests of
Holdco, on a fully diluted basis; provided, that if there has been an Emdeon Change of
Control (as defined in the LLC Agreement as of the date hereof), a Change of Control will be
deemed triggered pursuant to this paragraph (a) if, notwithstanding the fact that the
Permitted Holders still own, directly or indirectly, 55% of the issued and outstanding
Equity Interests of Holdco, both (1) immediately prior to an Emdeon Change of Control,
Emdeon has the ability to designate more managers to the Board of Directors of Holdco than
the Sponsor and (2) Sponsor shall own, directly or indirectly, less than 35% of the issued
and outstanding Equity Interests of Holdco, on a fully diluted basis;




     (b) at any time following a Qualified Public Offering, (i) any Person other than a
Permitted Holder, whether singly or in concert with one or more Persons, shall, directly or
indirectly, have acquired or acquire the power to vote or direct the voting of 35% or more,
on a fully diluted basis, of the outstanding Equity Interests of Holdco, and (ii) at such
time the Permitted Holders do not own, directly or indirectly, in the aggregate, issued and
outstanding Equity Interests of Holdco representing greater voting power than the voting
power of such Person or Persons described in clause (i) above;




     (c) other than in connection with a Qualified Public Offering at any time, Holdco
ceases to own, directly or indirectly, 100% of the outstanding Equity Interests of Borrower;
or




     (d) at any time after a Qualified Public Offering, the Board of Directors of Borrower
ceases to consist of a majority of Continuing Managers.



          “Charges” has the meaning assigned to such term in Section 9.09.



-6-









 





          “Citibank” has the meaning assigned to such term in the preamble hereto.



          “Closing Certificate” means a certificate substantially in the form of Exhibit D.



          “Closing Date” means November 16, 2006, the date of the initial Credit Event hereunder.



          “Closing Date Material Adverse Effect” means any circumstance, event, change or effect that is
materially adverse to the results of operations, assets or financial condition of the Acquired
Business, taken as a whole; provided, however, that none of the following, either alone or in
combination, shall be considered in determining whether there has been a “Material Adverse Effect”:
(i) events, circumstances, changes or effects that generally affect the industries in which the
Acquired Business operate (including legal, regulatory or GAAP (as defined in the Merger Agreement)
changes), but only to the extent such events, circumstances, changes or effects do not affect the
Acquired Business’ businesses in a disproportionate manner; (ii) general economic or political
conditions or events, circumstances, changes or effects affecting the financial or securities
markets generally, but only to the extent such events, circumstances, changes or effects do not
affect the Acquired Business’ businesses in a disproportionate manner; (iii) changes arising from
the consummation of the transactions contemplated by, or by the announcement of, the Merger
Agreement; (iv) any circumstance, change or effect that results from any action taken that was
taken with the express written consent of the Purchaser (as defined in the Merger Agreement); (v)
changes caused by a material worsening of current conditions caused by acts of terrorism or war
(whether or not declared) occurring after the date of the Merger Agreement; and (vi) any
non-recurring and adverse change or effect that is cured by Parent (as defined in the Merger
Agreement) prior to the Closing Date; provided, further, that with respect to references to
Material Adverse Effect in the representations and warranties set forth in Sections 3.05 and 3.06
of the Merger Agreement (and to the extent related to such representations and warranties, the
conditions set forth in Section 8.02(a) of the Merger Agreement), the exceptions set forth in
clause (iii) shall not apply.



          “CNAI” means Citicorp North America, Inc.



          “Code” means the Internal Revenue Code of 1986, as amended from time to time.



          “Collateral” means any and all “Collateral,” “Pledged Collateral,” “Mortgaged Property” or
“Trust Property,” as defined in any applicable Security Document, and all other property of
whatever kind and nature pledged as collateral under any Security Document.



          “Collateral Account” means the collateral account or sub-account established and maintained by
the Collateral Agent in its name as Collateral Agent for the benefit of the Secured Parties, in
accordance with the provisions of the Security Agreement.



          “Collateral Agent” has the meaning assigned to such term in the preamble hereto.



          “Collateral Estate” has the meaning assigned to such term in Section 8.01.



-7-









 





          “Commitment” means, with respect to any Lender, the commitment, if any, of such Lender to make
a Loan hereunder on the Closing Date, expressed as an amount representing the maximum principal
amount of the Loan to be made by such Lender hereunder, as the same may be reduced from time to
time pursuant to the provisions of this Agreement. The initial amount of each Lender’s Commitment
is set forth on Annex I or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’
Commitments is $170,000,000.



          “Communications” has the meaning assigned to such term in Section 9.17(a).



          “Compliance Certificate” means a certificate delivered pursuant to Section 5.01(c),
which shall be substantially in the form of Exhibit E.



          “Consolidated Current Assets” means, at any date, all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current
assets” (or any like caption) on a consolidated balance sheet of Borrower and its Subsidiaries at
such date.




          “Consolidated Current Liabilities” means, at any date, all amounts that would,
in conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of Borrower and
its Subsidiaries at such date, but excluding, without duplication, (a) the current
portion of any Indebtedness of Borrower and its Subsidiaries and any interest
thereon, (b) all Indebtedness consisting of Contingent Obligations under outstanding
Letters of Credit and Indebtedness consisting of Revolving Loans or Swingline Loans
(for purposes of this clause (b), each capitalized term not otherwise defined herein
shall have the meaning assigned to it in the First Lien Credit Agreement) and (c)
the current portion of deferred tax liabilities.



          “Consolidated EBITDA” means, for any period, Consolidated Net Income for such
period, plus (I) for purposes of determining compliance with the Financial Covenants in Section
6.09 only, the Cure Amount, if any, received by Holdco and contributed to Borrower in cash for
such period and permitted to be included in Consolidated EBITDA pursuant to Section 7.04
and (II) to the extent deducted in determining such Consolidated Net Income for such period and
without duplication, the sum of:




     (a) total provision for income tax expense and Permitted Tax Distributions;




     (b) total interest expense (including the interest portion that is allocable to
Financing Leases);




     (c) depreciation and amortization expense;




     (d) any extraordinary, non-recurring or unusual expenses, charges or losses, including,
without limitation, any severance costs, earn-out obligation, costs associated with office
openings or closings and consolidation, relocation or integration costs and restructuring
charges and expenses;



-8-









 






     (e) losses on sales of assets outside of the ordinary course of business;




     (f) any other non-cash losses, expenses or charges reducing Consolidated Net Income
(including non-cash interest expense and write-offs of deferred financing costs), including
any non-cash charge that results in an accrual of a reserve for cash charges in any future
period;




     (g) management fees to Sponsor, Emdeon or any of their Affiliates accrued and payable
or, to the extent permitted to be paid hereunder, paid (to the extent not included in the
calculation of Consolidated EBITDA pursuant to this clause (g) in a prior period) pursuant
to the terms of the LLC Agreement in an aggregate amount not to exceed $25.0 million;




     (h) fees, costs and expenses incurred in connection with the Transactions (including
the closing fee to Sponsor pursuant to Section 6.12(j)); in an amount not to exceed
$44.0 million;




     (i) losses with respect to obligations under Hedging Agreements;




     (j) any purchase accounting adjustment which reduces Consolidated Net Income;




     (k) expenses incurred to the extent reimbursed by indemnification provisions in any
agreement in connection with the Transactions or any Permitted Acquisitions and such
reimbursed amount was not included within the calculation of Consolidated Net Income;




     (l) fees and expenses of the Loan Parties payable in connection with the issuance of
Equity Interests, incurrence of Indebtedness permitted hereunder or any Permitted
Acquisition (in each case whether or not consummated);




     (m) cost savings to the extent realized or are reasonably expected to be realized in
connection with any Permitted Acquisition within the next four quarters after such Permitted
Acquisition; provided that such cost savings shall be set forth in an Officer’s Certificate
from a Financial Officer of Borrower in reasonable detail describing and quantifying such
costs savings;




     (n) expenses in respect of compensation paid to employees of Holdco, Borrower or any
Subsidiary by Emdeon in cash (or reimbursed or otherwise provided for by Emdeon in cash),
options to purchase Emdeon stock, restricted shares of Emdeon stock or otherwise pursuant to
any compensation, bonus, stock or option plan, including any expenses or charges resulting
from changes in the value of any compensation, stock or option, or the stock of Emdeon
underlying such option, previously paid to such employees, in each case to the extent such
expenses or charges reduce Consolidated Net Income; and




     (o) the cumulative effect of accounting changes to the extent such changes result in a
reduction of Consolidated Net Income;



-9-









 




minus (X) cash charges made from reserves taken in respect of non-cash charges previously added in
the calculation of Consolidated EBITDA pursuant to clause (f) above and (Y) to the extent included
in determining such Consolidated Net Income for such period and without duplication:





     (i) all non-cash gain or income for such period (provided that any cash received in a
subsequent period in respect of any such non-cash gain or other non-cash item of income
shall be included in Consolidated EBITDA for the period in which received);




     (ii) interest income;




     (iii) any extraordinary income or gains;




     (iv) any other non-cash items increasing Consolidated Net Income (other than the
accrual of revenue or recording of receivables in the ordinary course of business); and




     (vi) gains under Hedging Agreements;


all as determined on a consolidated basis; provided that, notwithstanding anything to the contrary
contained herein (including the definition of “Test Period”), Consolidated EBITDA shall be deemed
to be (i) $37,000,000 for the Fiscal Quarter ended March 31, 2006, (ii) $43,800,000 for the Fiscal
Quarter ended June 30, 2006, and (iii) $43,500,000 for the Fiscal Quarter ended September 30, 2006.




          “Consolidated Indebtedness” means, as at any date, the aggregate stated balance sheet amount
of all Funded Debt of Borrowers and their Subsidiaries determined on a consolidated basis in
accordance with GAAP at such date.



          “Consolidated Interest Coverage Ratio” means, with respect to any Test Period, on a Pro Forma
Basis, the ratio of (a) Consolidated EBITDA during such Test Period to (b) Consolidated Interest
Expense for such Test Period.



          “Consolidated Interest Expense” means, for any period, total cash interest expense (including
that interest portion that is attributable to Financing Leases) of Borrower and its Subsidiaries
for such period with respect to all outstanding Indebtedness of Borrower and its Subsidiaries
(including all commissions, discounts and other fees and charges owed with respect to letters of
credit and net cash costs under Interest Rate Agreements to the extent such net cash costs are
allocable to such period in accordance with GAAP) minus the sum of:




     (a) to the extent included in Borrower’s Consolidated Interest Expense for such period,
any one-time financing fees, including those paid in connection with the Transactions or in
connection with any amendment of this Agreement;




     (b) to the extent included in Borrower’s Consolidated Interest Expense for such period,
amounts attributable to amortization of financing costs; and




     (c) to the extent included in Borrower’s Consolidated Interest Expense for such period,
non-cash amounts attributable to amortization of debt discounts or accrued interest payable
in kind or other non-cash interest expense.



-10-









 





          “Consolidated Net Income” means, for any period, net income (or loss) of Borrower and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that (a) the net
income (but not net loss) of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall not be included except to the extent paid in cash as a dividend
or distribution to Borrower or (subject to clause (b) below) a Subsidiary, (b) the net income of
any Person shall be excluded to the extent that the declaration or payment of dividends or similar
distributions by such Person (other than Borrower) of such net income is prohibited or not
permitted at the date of determination, (c) the income (or loss) of any Person accrued prior to the
date it becomes a Subsidiary of Borrower or is merged with or into or consolidated with Borrower or
any Subsidiary shall be excluded, (d) the cumulative effect of a change in accounting principles
(effected either through a cumulative effect adjustment or a retroactive application) shall be
excluded and (e) any non-cash expense or gain relating to recording of the Fair Market Value of
Hedging Agreements or non-cash income or loss relating to hedging activities shall be excluded.
Consolidated Net Income shall be calculated without giving effect to purchase accounting or similar
adjustments required or permitted by GAAP in connection with the Transactions.



          “Consolidated Total Assets” shall mean, as of any date of determination, the total assets of
Borrower and its consolidated Subsidiaries, determined in accordance with GAAP, as set forth on the
consolidated balance sheet of Borrower most recently delivered by Borrower pursuant to Section
5.01(a) or (b), as applicable, on or prior to such date of determination.



          “Consolidated Working Capital” means, as at any date, Consolidated Current Assets on such date
minus Consolidated Current Liabilities on such date.



          “Contingent Obligation” means, with respect to any Person, any obligation of such Person
guaranteeing or in effect guaranteeing any Indebtedness or other obligations (“primary
obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary
obligation, or (d) otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount (based on the maximum reasonably anticipated net liability in respect thereof
as determined by Borrower in good faith) of the primary obligation or portion thereof in respect of
which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated net liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by Borrower in good faith or, if less, the maximum amount of the
guarantees.



          “Continuing Managers” means (i) the managers (or functional equivalents thereof) of Holdco on
the Closing Date, after giving effect to the Transactions and the other



-11-









 







transactions contemplated hereby, and (ii) each other manager (or functional equivalent thereof) if
such manager’s nomination for election to the Board of Directors of Holdco is recommended by at
least a majority of the then Continuing Managers or by a nominations committee thereof or is
otherwise designated by the Permitted Holders and their Controlled Investment Affiliates.



          “Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar
provision of any security issued by such Person or of any agreement, undertaking, contract, lease,
indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such
Person is a party or by which it or any of its Property is bound or to which any of its Property is
subject.



          “control” means, other than in the case of the definition of “Affiliate,” the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person, and “controlling” and “controlled” have meanings correlative thereto.



          “Controlled Investment Affiliate” means, with respect to any Person, any other Person which
(a) directly or indirectly, is in control of, is controlled by, or is under common control with,
such Person and (b) is organized by the former such Person (or by a Person controlling both of such
Persons) primarily for the purpose of making equity or debt investments in one or more companies.



          “Credit Event means the making of Loans by the Lenders on the Closing Date.



          “Cure Amount” has the meaning assigned to such term in Section 7.04.



          “Cure Right” has the meaning assigned to such term in Section 7.04.



          “DBTCA” has the meaning assigned to such term in the preamble.



          “Default” means any Event of Default and any event or condition which, if it continues
uncured, upon notice, lapse of a grace period or both would constitute an Event of Default.



          “Destruction” means any and all damage to, or loss or destruction of, or loss of title to, all
or any material portion of the physical Property of Holdco, Borrower or any of its Subsidiaries.



          “Discharge Conditions” shall have the same meaning as “Discharge of First Lien Obligations” as
defined in the Intercreditor Agreement.



          “Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable), or upon the happening
of any event, (a) matures (excluding any maturity as the result of an optional redemption by the
issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date
that is six months following the Final Maturity Date, (b) is convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity
Interests referred to in clause (a) above, in each case at any time on or prior to the date that



-12-









 







is six months following the Final Maturity Date, or (c) contains any repurchase obligation (other
than repurchase obligations with respect to Holdco’s common Equity Interests issued to employees,
officers and directors of Holdco and its Subsidiaries upon death, disability, retirement, severance
or termination of employment or service) which may come into effect prior to the date that is six
months following the Final Maturity Date; provided, however, that any Equity Interests that would
not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the
holders of any security into or for which such Equity Interests is convertible, exchangeable or
exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the
occurrence of change in control or an asset sale occurring prior to the date that is six months
following the Final Maturity Date shall not constitute Disqualified Capital Stock.



          “Dividend Payments” means dividends (whether in cash, property, obligations or otherwise) on,
or other payments or distributions on account of, or the setting apart of money for a sinking or
other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any
Equity Interests of Holdco, Borrower or any Subsidiary, but excluding dividends paid through the
issuance of additional shares of Equity Interests (other than Disqualified Capital Stock) and any
redemption or exchange of any Equity Interests of such Person through the issuance of Equity
Interests (other than Disqualified Capital Stock) of such Person.



          “Documentation Agent” has the meaning assigned to such term in the preamble hereto.



          “Dollar Equivalent” means, as to any amount denominated in an currency other than Dollars as
of any date of determination, the amount of Dollars that would be required to purchase the amount
of such other currency based upon the spot selling rate at which the Administrative Agent offers to
sell such other currency for Dollars in the London foreign exchange market at approximately 11:00
a.m. London time on such date for delivery two Business Days later.



          “Dollars” or “$” means lawful money of the United States of America.



          “Eligible Assignee” shall mean (i) any Lender, (ii) an Affiliate of any Lender, (iii) an
Approved Fund and (iv) any other person approved by the Administrative Agent and Borrower (each
such approval not to be unreasonably withheld or delayed); provided that (x) no approval of
Borrower shall be required during the continuance of an Event of Default under Section
7.01(a) and (y) “Eligible Assignee” shall not include Borrower or any of its Affiliates or
Subsidiaries or any natural person.



          “Embargoed Person” has the meaning assigned to such term in Section 6.21.



          “Environment” means ambient air, surface water and groundwater (including potable water,
navigable water and wetlands), the land surface or subsurface strata, natural resources, the
workplace or as otherwise defined in any applicable Environmental Law.



          “Environmental Action” means (a) any notice, claim, demand or other communication alleging
liability for investigation, remediation, removal, cleanup, response, corrective action or other
costs, damages to natural resources, personal injury (including sickness, disease or death),
property damage, fines or penalties resulting from, related to or arising out of (i) the



-13-









 







presence, Release or threatened Release in or into the Environment of Hazardous Material at any
location or (ii) any violation of Environmental Law, and shall include, without limitation, any
claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from, related to or arising out of the presence, Release or threatened Release of
Hazardous Material or alleged injury or threat of injury to health, safety or the Environment and
(b) any investigation, monitoring, removal, remedial or response activities undertaken by or on
behalf of Holdco or any of their Subsidiaries, whether or not such activities are carried out
voluntarily.



          “Environmental Law” means any and all applicable treaties, laws, statutes, ordinances,
regulations, rules, decrees, judgments, orders, consent orders, consent decrees and other binding
requirements, and the common law, relating to pollution or protection of the Environment, exposure
to or the Release or threatened Release of Hazardous Material, natural resource damages, or
occupational safety or health.



          “Environmental Liability” means any liability, contingent or otherwise (including, but not
limited to, any liability for damages, natural resource damage, costs of Remedial Action,
administrative oversight costs, fines, penalties or indemnities), of Holdco, Borrower or any
Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Material or (d) the Release or threatened
Release of any Hazardous Material.



          “Environmental Permit” means any permit, approval, authorization, certificate, license,
variance or permission required by or from any Governmental Authority pursuant to any Environmental
Law.



          “Equity Financing” has the meaning assigned to such term in the recitals hereto.



          “Equity Interests” means (i) shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests (including, without limitation, Preferred Stock) in a Person and (ii) warrants, options
to purchase and securities or interests convertible into any of the foregoing.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together
with any Loan Party or Subsidiary, is treated as a single employer under Section 414(b), (c), (m),
(o) or (t) of the Code, and for the purpose of Section 302 of ERISA and/or Section 412, 4971, 4977,
4980D, 4980E and/or each “applicable section” under Section 414(t)(2) of the Code, within the
meaning of Section 414(b), (c), (m) or (o) of the Code.



          “ERISA Event” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the
regulations issued thereunder, with respect to a Pension Plan (other than an event for which the
30-day notice period is waived by regulation); (b) with respect to any Pension Plan, the failure to
satisfy the Minimum Funding Standard (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived, (c) the failure to make by its due



-14-









 







date a required installment under Section 412(m) of the Code with respect to any Pension Plan or
the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Pension Plan; (e) the incurrence by any Loan Party or ERISA
Affiliate of any liability under Title IV of ERISA with respect to any Pension Plan; (f) the
receipt by any Loan Party or ERISA Affiliate from the PBGC or a plan administrator of any notice
relating to an intention to terminate any Pension Plan, to appoint a trustee to administer any
Pension Plan, or to take any other action with respect to a Pension Plan that could result in
material liability to a Loan Party or a Subsidiary, or the occurrence of any event or condition
which could reasonably be expected to constitute grounds under ERISA for the termination of or the
appointment of a trustee to administer, any Pension Plan; (g) the incurrence by any Loan Party or
ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any
Pension Plan or Multiemployer Plan; (h) the receipt by a Loan Party or ERISA Affiliate of any
notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of
ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA
with respect to a Pension Plan; (j) the making of any amendment to any Pension Plan which could
result in the imposition of a lien or the posting of a bond or other security; or (k) the
occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) which could result in liability to a Loan Party or any of the Subsidiaries.



          “Eurodollar Borrowing” means a Borrowing comprised of Eurodollar Loans.



          “Eurodollar Loan” means any Loan bearing interest at a rate determined by reference to the
Adjusted LIBO Rate in accordance with the provisions of Article II.



          “Event of Default” has the meaning assigned to such term in Section 7.01.



          “Excess Cash” means, as of any date of determination, the aggregate amount of non-restricted
cash and Cash Equivalents in excess of $2,000,000 that would appear on the consolidated balance
sheet of Borrower and its Subsidiaries in conformity with GAAP not to exceed $35,000,000 at any
time.



          “Excess Cash Flow” means, for any Fiscal Year, the excess, if any, of:




     (a) the sum, without duplication, of




     (i) Consolidated Net Income adjusted to exclude any amount of gain included in
both (x) Consolidated Net Incomes and (y) Net Proceeds actually applied to the
prepayment of the Loans pursuant to Section 2.05(c)(ii) or (iii), plus




     (ii) an amount equal to the amount of all non-cash charges (including
depreciation, amortization of intangibles, deferred taxes (which may be positive or
negative for this purpose) and other non-cash expenses) to the extent deducted in
arriving at such Consolidated Net Income, plus



-15-









 






     (iii) amounts actually received as reimbursements during such Fiscal Year in
respect of expenses deducted from the calculation of Excess Cash Flow for a previous
Fiscal Year pursuant to clause (b) of this definition, plus




     (iv) the amount by which Consolidated Working Capital in such Fiscal Year
decreased, less




     (b) the sum, without duplication, of




     (i) the aggregate amount actually paid in cash by Borrower and its Subsidiaries
during such Fiscal Year on account of Capital Expenditures (other than Capital
Expenditures to the extent funded with the proceeds of the incurrence of
Indebtedness (other than Revolving Loans under the First Lien Credit Agreement or
loans under any other revolving credit facility) or the issuance of Equity
Interests),




     (ii) the aggregate amount of payments of principal in respect of any
Indebtedness during such Fiscal Year (other than (A) pursuant to Section
2.05(a) or Section 2.05(c)(i), (ii) or (iii),
(B) payments of principal in respect of any revolving credit facility to the extent
that there is not an equivalent reduction in the commitments in respect of such
facility and (C) any repayment of Indebtedness to the extent made with the proceeds
of the incurrence of Indebtedness (other than Revolving Loans under the First Lien
Credit Agreement or loans under any other revolving credit facility) or the issuance
of Equity Interests),




     (iii) the aggregate amount of Investments (other than Investments among Loan
Parties) made in cash during such Fiscal Year pursuant to Section 6.06,




     (iv) to the extent not deducted in arriving at Consolidated Net Income, (A)
Permitted Tax Distributions that are paid during such Fiscal Year and (B) any other
amount for taxes or tax distributions actually paid or to be paid in cash by
Borrowers or their Subsidiaries during such Fiscal Year, provided that any such
amount shall not be included in this clause (iv) in respect of more than one Fiscal
Year,




     (v) the amount by which Consolidated Working Capital in such Fiscal Year
increased,




     (vi) any non-cash gains included in determining Consolidated Net Income for
such period,




     (vii) cash expenditures made in respect of Hedging Agreements during such
Fiscal Year, to the extent not reflected in the computation of Consolidated Net
Income and to the extent made from internally generated funds,




     (viii) working capital adjustments and earn-out payments under the Transaction
Documents and Permitted Acquisitions (including in respect of



-16-









 







entities acquired prior to the Closing Date), in each case to the extent made from
internally generated funds, and




     (ix) amounts paid in cash during such Fiscal Year on account of items that were
accounted for as non-cash reductions in determining Consolidated Net Income in the
Prior Fiscal Year.



          “Executive Order” has the meaning assigned to such term in Section 3.22.



          “Fair Market Value” means (a) with respect to any asset or group of assets (other than cash,
Cash Equivalents and marketable securities) of any Person at any date that is the object of a
transaction or series of transactions, the value of the consideration obtainable in a sale of such
asset at such date or on the date of such transaction or series of transactions assuming a sale by
a willing seller to a willing purchaser, neither of which is under compulsion to complete the
transaction and both of which are dealing at arm’s length, having regard to the nature and
characteristics of such asset, as reasonably determined by a Financial Officer of such Person or,
if such asset shall have been the subject of a relatively contemporaneous appraisal by an
independent third party appraiser, the basic assumptions underlying which have not materially
changed since its date, the value set forth in such appraisal, (b) with respect to any marketable
security (including Cash Equivalents that constitute marketable securities) at any date, the
closing sale price of such security on the Business Day next preceding such date, as appearing in
any published list of any national securities exchange or the NASDAQ Stock Market or, if there is
no such closing sale price of such security, the final price for the purchase of such security at
face value quoted on such Business Day by a financial institution of recognized standing regularly
dealing in securities of such type and reasonably selected by the Administrative Agent and (c) with
respect to cash or Cash Equivalents not constituting marketable securities, the stated value
thereof.



          “Federal Funds Rate” means, for any day, the weighted average of the rates (rounded upwards,
if necessary, to the nearest 1/100th of 1%) on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York; provided that (a) if the day for which such
rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such
rate for such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if such rate is not so published for any day which is a Business
Day, the Federal Funds Rate for such day shall be the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds brokers of recognized
standing selected by it.



          “Fee Letter” means the Fee Letter dated September 26, 2006, among CGMI, DBTCA, DBSI, Bear
Stearns, BSCI, Holdco and Borrower.



          “Fee Property” has the meaning assigned to such term in Section 3.10(b).



          “Fees” means the Agent Fees.



          “Final Maturity Date” means May 16, 2014 , seven and one-half years after the Closing Date.



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          “Financial Covenants” means those covenants and agreements set forth in Section 6.09.



          “Financial Officer” of any corporation, partnership or other entity means the chief financial
officer, principal accounting officer, Treasurer or Controller of such corporation, partnership or
other entity.



          “Financing Lease” means, with respect to any Person, (a) any lease of property, real or
personal, the obligations under which are capitalized on a consolidated balance sheet of such
Person and (b) any other such lease to the extent that the then present value of any rental
commitment thereunder should, in accordance with GAAP, be capitalized on a balance sheet of the
lessee.



          “First Lien Administrative Agent” shall mean the “Administrative Agent” as defined in the
First Lien Credit Agreement, and its successors and assigns.



          “First Lien Collateral Agent” shall mean the “Collateral Agent” as defined in the First Lien
Credit Agreement, and its successors and assigns.



          “First Lien Credit Agreement” shall mean (i) the Credit Agreement dated as of the date hereof
among Borrowers, Holdco, Citibank, N.A., as administrative agent, collateral agent and issuing
bank, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as joint lead arrangers,
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Bear, Stearns & Co. Inc. as joint
bookrunners, Deutsche Bank Trust Company Americas, as Syndication Agent, Bear Stearns Corporate
Lending, as Documentation Agent, and the lenders from time to time party thereto, as amended,
restated, supplemented or otherwise modified from time to time in accordance with this Agreement
and the Intercreditor Agreement or (ii) one or more loan agreements among one or more of Borrowers
and Holdco and other parties from time to time party thereto pursuant to which the Indebtedness
under the credit agreement referenced in clause (i) above (or, subsequently, a credit agreement
referenced in clause (ii) above) has been Refinanced in whole or in part in accordance with this
Agreement (including without limitation, Section 6.01(a)) and the Intercreditor Agreement.



          “First Lien Loan Documents” shall mean the First Lien Credit Agreement, each mortgage and
other security documents thereunder and the notes issued thereunder.



          “First Lien Loans” shall mean the loans and other extensions of credit made from time to time
pursuant to the First Lien Credit Agreement.



          “First Lien Obligations” shall have the meaning set forth in the Intercreditor Agreement.



          “First Lien Secured Parties” shall mean the Agents (as defined in the First Lien Credit
Agreement), each Lender that holds First Lien Loans or has Commitments (as defined in the First
Lien Credit Agreement) and each Qualified Counterparty (as defined in the First Lien Credit
Agreement, in its capacity as such).



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          “First Lien Term Loan Obligations” means First Lien Obligations in respect of the Term Loans
(as defined under the First Lien Credit Agreement).



          “First Priority” means, with respect to any Lien purported to be created on any Collateral
pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral
is subject (subject to (i) in the case of Mortgaged Property, Permitted Encumbrances and (ii)
otherwise, Permitted Liens, except in each case (i) and (ii) for Liens permitted by Section
6.02(t)).



          “Fiscal Quarter” means a three-month period ending three, six or nine months after the end of
each Fiscal Year, or at the end of a Fiscal Year.



          “Fiscal Year” means any period of twelve consecutive calendar months constituting a fiscal
year of Borrower. References to a Fiscal Year with a number corresponding to any calendar year
(e.g., the “2005 Fiscal Year”) refer to the Fiscal Year ending in such calendar year.



          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement
maintained or contributed to outside the United States by any Loan Party or any Subsidiary
primarily for the benefit of employees of any Loan Party or any Subsidiary employed outside the
United States.



          “Foreign Subsidiary” means any direct or indirect Subsidiary of Borrower which is organized
under the laws of a Non-U.S. Jurisdiction.



          “Fund” shall mean any Person that is engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course.



          “Funded Debt” means, with respect to any Person, all Indebtedness of the types described in
(i) clauses (a), (b), (c), (e) and (f) (with respect to drawn letters of credit only) of the
definition of “Indebtedness” and (ii) solely to the extent relating to primary obligations of the
type described in the foregoing clause (i), Indebtedness of the type described in clauses (g) and
(h) of the definition of “Indebtedness”, in each case of such Person that matures more than one
year from the date of its creation or incurrence, or matures within one year from such date but is
renewable or extendible, at the option of such Person, to a date more than one year from such date
or arises under a revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including all current
maturities and current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation, and, in the case of Borrower,
Indebtedness in respect of the Loans and the First Lien Loans.



          “GAAP” means generally accepted accounting principles in the United States applied on a
consistent basis.



          “Governmental Authority” means any federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body, including any central bank.



          “Governmental Real Property Disclosure Requirements” means any Requirement of Law of any
Governmental Authority requiring notification of the buyer, lessee,



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mortgagee, assignee or other transferee of any Real Property, facility, establishment or business,
or notification, registration or filing to or with any Governmental Authority, in connection with
the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any
Real Property, facility, establishment or business, of the actual or threatened presence or Release
in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or
near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned
or transferred.



          “Guarantee Agreement” means the Guarantee Agreement, substantially in the form of
Exhibit E, made by Holdco and each Subsidiary Guarantor in favor of the Administrative
Agent for the benefit of the Secured Parties.



          “Guarantors” means collectively Holdco and each Subsidiary Guarantor, and “Guarantor” means
any one of them.



          “Hazardous Material” means any material, substance, waste, constituent, compound, pollutant or
contaminant (including, without limitation, petroleum (including, without limitation, crude oil or
any fraction thereof or any petroleum product or waste), asbestos or asbestos-containing materials,
polychlorinated biphenyls (“PCB”) or PCB-containing equipment) subject to regulation or which could
give rise to liability under the federal Comprehensive Environmental Response Compensation and
Liability Act, as amended, the federal Resource Conservation Recovery Act, as amended, the federal
Clean Water Act, as amended, the federal Clean Air Act, as amended, the federal Toxic Substances
Control Act, as amended, the federal Insecticide Fungicide and Rodenticide Act, as amended, the
National Oil and Hazardous Substances Pollution Contingency Plan, as amended, the federal
Occupation Safety and Health Act, as amended, and any state or local equivalent thereof.



          “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange
agreement, commodity price protection agreement or other interest or currency exchange rate or
commodity price hedging arrangement and all other similar agreements or arrangements designed to
alter the risks of any Person arising from fluctuations in interest rate, currency values or
commodity prices (including, without limitation, any Interest Rate Agreement).



          “Holdco” has the meaning assigned to such term in the preamble hereto.



          “Impermissible Qualification” means, with respect to the opinion or certification of any
independent public accountant as to any financial statement of Borrower, any qualification or
exception to such opinion or certification:




     (a) which is of a “going concern” or similar nature;




     (b) which relates to the limited scope of examination of matters relevant to such
financial statement; or




     (c) which relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment to



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such item the effect of which would be to cause Borrowers to be in default of any of their
obligations under any of the Financial Covenants.



          “Increased Cost Lender” has the meaning assigned thereto in Section 2.20.



          “Indebtedness” of any Person means, at any date, without duplication:




     (a) all indebtedness of such Person for borrowed money;




     (b) all obligations and accrued expenses of such Person for the deferred purchase price
of property or services (other than trade payables incurred in the ordinary course of such
Person’s business and not more than 180 days (270 days if a bona fide dispute exists in
respect of such trade payables) overdue and accrued fees and expenses incurred pursuant to
the LLC Agreement and the other Merger Agreements);




     (c) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments;




     (d) all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person upon which interest
charges are customarily paid (even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale of such
property);




     (e) all obligations under Financing Leases of such Person and the obligations of such
Person under and in respect of synthetic lease transactions under which such Person or any
Affiliate of such Person is the lessee, in each case to the extent constituting or
representing principal or otherwise required to be capitalized on the balance sheet of such
Person in accordance with GAAP;




     (f) the face amount of all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of credit (whether
drawn or undrawn), surety bonds or similar arrangements;




     (g) Attributable Indebtedness;




     (h) all Contingent Obligations of such Person in respect of obligations of the kind
referred to in clauses (a) through (g) above;




     (i) all obligations of the kind referred to in clauses (a) through (g) above secured by
(or for which the holder of such obligation has an existing right, contingent or otherwise,
to be secured by) any Lien on Property owned by such Person, whether or not such Person has
assumed or become liable for the payment of such obligation (and for purposes of this
Agreement, if such Person is not liable for the payment of such obligation, the amount of
such Indebtedness shall be deemed the Fair Market Value of such Property); and



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     (j) for the purposes of Section 6.01 and Section 7.01(e) only, all
obligations of such Person in respect of Hedging Agreements.



          The Indebtedness of any Person shall include the Indebtedness of any other entity (including
any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with such entity.



          Notwithstanding the foregoing, Indebtedness shall not mean any operating lease rental expense
to the extent that such rental expense is required to be recognized as a deferred liability on any
Person’s balance sheet in accordance with Statement of Financial Accounting Standard No.13.



          “Indemnified Taxes” has the meaning assigned to such term in Section 2.16.



          “Indemnitee” has the meaning assigned to such term in Section 9.05.



          “Intellectual Property” has the meaning assigned to such term in Section 3.19(a).



          “Intercompany Note” shall mean a promissory note substantially in the form of
Exhibit G.



          “Intercreditor Agreement” means that certain Intercreditor Agreement, substantially in the
form of Exhibit P, dated as of November 16, 2006, between the First Lien Collateral Agent
and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms hereof.



          “Interest Payment Date” means, with respect to any Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing
with an Interest Period of more than three months’ duration, (a) each day that would have been an
Interest Payment Date had successive Interest Periods of three months’ duration been applicable to
Borrowing and, in addition, (b) the date of any refinancing of such Borrowing with a Borrowing of a
different Type.



          “Interest Period” means (a) as to any Eurodollar Borrowing, the period commencing on the date
of such Borrowing (including any date on which such Borrowing shall have been converted from a
Borrowing of a different Type) or on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day
(or, if there is no numerically corresponding day, on the last day) in the calendar month that is
one, two, three or six months (or if available to all applicable Lenders, nine or 12 months)
thereafter, as Borrower may elect; provided that prior to the earlier of the (i) 31st day after the
Closing Date and (ii) completion of the initial syndication of the Commitments and Loans (as
determined by the Lead Arrangers), Borrower shall only be permitted to request Interest Periods of
seven days or such longer period as agreed by the Administrative Agent, or (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing (including any date on which such
Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the
immediately preceding Interest Period applicable to such



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Borrowing, as the case may be, and ending on the earliest of (i) the next succeeding March 15,
June 15, September 15 or December 15, (ii) the Final Maturity Date, and (iii) the date such
Borrowing is prepaid in accordance with Section 2.05 or converted to a Eurodollar Loan in
accordance with Section 2.03; provided, however, that if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day of an Interest
Period to but excluding the last day of such Interest Period.



          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement or other similar agreement or arrangement.



          “Investment” means, with respect to any Person, (a) any acquisition (including the Merger)
(whether for cash, property, services or securities or otherwise) of equity interests, bonds,
notes, debentures or other securities of any other Person, (b) the making of any advance, loan or
other extension of credit to, any other Person, (c) any capital contribution to (by means of any
transfer of cash or other property to others or any non-ordinary course payment for property or
services for the account or use of others) any other Person, and (d) the entering into, or direct
or indirect incurrence, of any Contingent Obligation with respect to Indebtedness of any other
Person. Notwithstanding the foregoing, the term “Investment” shall not include any loan, advance,
other extension of credit or capital contribution made directly or indirectly by any Borrower or
any Subsidiary to any of their Foreign Subsidiaries if the funds so provided, extended, advanced or
contributed are solely used for the purpose of paying bona fide cash operating expenses of such
Foreign Subsidiary and such cash operating expenses were incurred or to be incurred within the next
three months of date on which such funds are provided; provided that the amount of such cash
operating expenses shall be set forth in an Officer’s Certificate from a Financial Officer of
Borrower furnished to the Administrative Agent within 45 days after the end of each Fiscal Quarter
of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31, 2007.



          For purposes of Article VI, the outstanding amount of any Investment made by any
Person at any time shall be calculated as the excess of the initial amount of such Investment made
by such Person (including the Fair Market Value of all property transferred by such Person as part
of such Investment) over the sum of, without duplication, of (i) all returns of principal or
capital thereof received on or prior to such time by such Person (including all cash dividends,
cash distributions and cash repayments of Indebtedness received by such Person) and (ii) all
liabilities of such Person expressly transferred, prior to such time, in connection with the sale
or disposition of such Investment, but only to the extent such Person is fully released from such
liabilities by such transfer.



          “Lead Arrangers” has the meaning assigned to such term in the preamble hereto.



          “Leased Property” has the meaning assigned to such term in Section 3.10(b).



          “Leases” means any and all leases, subleases, tenancies, concession agreements, rental
agreements, occupancy agreements, franchise agreements, access agreements and any



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other agreements (including all amendments, extensions, replacements, renewals, modifications
and/or guarantees thereof), whether or not of record and whether now in existence or hereafter
entered into, granting to any Person the right to use or occupy all or any portion of any Real
Property.



          “Lenders” shall mean (a) the financial institutions party hereto on the Closing Date and (b)
any financial institution that has become a party hereto pursuant to an Assignment and Acceptance,
other than, in each case, any such financial institution that has ceased to be a party hereto
pursuant to an Assignment and Acceptance, in each case, with a Commitment or an outstanding Loan.



          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period the rate
appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate quotations comparable
to those currently provided on such page of such service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such
Interest Period shall be the rate supplied to the Administrative Agent at its request quoted by the
Reference Banks in the London interbank market as of the day two Business Days prior to the
commencement of such Interest Period as the rate for Dollar deposits with a maturity comparable to
such Interest Period.



          “Lien” means, with respect to any asset, (a) (i) any mortgage, deed of trust, deed to secure
debt, lien, pledge, encumbrance, charge, collateral assignment, hypothecation or security interest
in or on such asset or (ii) any authorized filing of any financing statement under the UCC as in
effect in the applicable state or jurisdiction or any other similar authorized notice or lien under
any similar notice or recording statute of any Governmental Authority, in each of the foregoing
cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement relating to such asset and
(c) any other agreement intended to create any of the foregoing (other than in connection with the
refinancing of all of the Obligations).



          “Liquidation” has the meaning assigned to such term in the recitals hereto.



          “LLC Agreement” has the meaning assigned to such term in Section 6.12(f).



          “Loan Documents” means (i) this Agreement, (ii) the Security Documents, (iii) the Guarantee
Agreement, (iv) each Note, (v) the Intercreditor Agreement and (vi) solely for purposes of
Section 7.01(a), the Fee Letter.



          “Loan Parties” means Borrowers, Holdco and the Subsidiary Guarantors.



          “Loan Party Information” has the meaning assigned thereto in Section 9.16.



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          “Loans” means term loans made by the lenders pursuant to clause (i) of Section 2.01(a).



          “Material Adverse Effect” means a material adverse effect on (a) the assets, business,
financial condition or results of operation of Holdco, Borrower and the Subsidiaries, taken as a
whole, (b)  the rights of the Lenders under any Loan Document or (c) the validity, enforceability,
perfection or priority of the Liens granted to the Collateral Agent (for the benefit of the Secured
Parties) on the Collateral pursuant to the Security Documents.



          “Maximum First Lien Credit Agreement Amount” means the sum of (w) $1,005,000,000 plus
(x) any premium, interest, fees, expenses and other amounts payable under the First Lien Credit
Agreement in connection therewith, plus (y) any reasonable costs and expenses (including
original issue discount and underwriting discounts) incurred in connection with such amendment,
supplement, modification or Refinancing thereof, minus (z) the aggregate amount of all
mandatory prepayments of First Lien Loans made pursuant to Section 2.05(c)(ii) of the First
Lien Credit Agreement.



          “Maximum Rate” has the meaning assigned to such term in Section 9.09.



          “Merger” has the meaning assigned to such term in the recitals hereto.



          “Merger Agreement” has the meaning assigned to such term in the recitals hereto.



          “Merger Documents” means the Merger Agreement, each document attached as an exhibit to the
Merger Agreement and each document attached as an exhibit to each document attached as an exhibit
to the Merger Agreement.



          “Moody’s” means Moody’s Investors Service, Inc.



          “Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage
or other security document granting a Lien on any Mortgaged Property to secure the Secured
Obligations, including any amendment thereto. Each Mortgage shall be reasonably satisfactory in
form and substance to the Collateral Agent, in each case with such schedules and including such
provisions as shall be necessary to conform such document to applicable local or foreign law or as
shall be customary under applicable local or foreign law.



          “Mortgaged Property” means each parcel of or interest in owned real property and improvements
thereto with respect to which a Mortgage is granted pursuant to Section 5.10(a).



          “Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of
ERISA (i) to which any Loan Party or ERISA Affiliate is then making or accruing an obligation to
make contributions, (ii) to which any Loan Party or ERISA Affiliate has within the preceding six
plan years made contributions, including any Person which ceased to be an ERISA Affiliate during
such six year period, or (iii) with respect to which Loan Party or any Subsidiary could incur
liability.



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          “Net Proceeds” means the aggregate proceeds received by Holdco, Borrower or any Subsidiary in
cash or Cash Equivalents in respect of:




     (a) any issuance or borrowing of any debt securities (including debt securities
convertible into, or exchangeable or exercisable for, Equity Interests) or loans by Holdco,
Borrower or any Subsidiary;




     (b) any Asset Sale; provided that (i) the proceeds of any Asset Sale shall constitute
Net Proceeds only to the extent that such proceeds are not reinvested (or committed to be
reinvested) in properties or assets owned (or to be owned) by Borrower or a Subsidiary
having a Fair Market Value at least equal to the amount of such proceeds within twelve
months from the date of receipt thereof, so long as either (A) no Event of Default has
occurred and is continuing at any time from the date of such Asset Sale to the date of such
reinvestment or (B) if no Event of Default had occurred and was continuing at the time of
such Asset Sale and subsequently an Event of Default has occurred and is continuing, and
Holdco, Borrower or such Subsidiary, as applicable, entered into a bona fide binding
agreement to make such reinvestment prior to the occurrence of such Event of Default (or the
preceding Default related thereto), and (ii) if the property so sold constituted Collateral
under the Security Documents, then any property purchased with the net proceeds thereof
shall be mortgaged or pledged, as the case may be, to the Collateral Agent for the benefit
of the Secured Parties in accordance with Section 5.10;




     (c) any insurance recoveries in respect of any Destruction or any proceeds or awards on
account of any Taking; provided that (i) the proceeds of any such insurance recoveries in
respect of any Destruction or proceeds or award of any such Taking shall constitute Net
Proceeds only to the extent that such proceeds are not reinvested (or committed to be
reinvested) in properties or assets owned (or to be owned) by Borrower or a Subsidiary
having a Fair Market Value at least equal to the amount of such proceeds within twelve
months from the date of receipt thereof and (ii) if the property subject to such Destruction
or Taking constituted Collateral under the Security Documents, then any property purchased
with the proceeds thereof or awards shall be mortgaged or pledged, as the case may be, to
the Collateral Agent, for the benefit of the Secured Parties in accordance with
Section 5.10; and




     (d) any cash payments received in respect of promissory notes delivered to Holdco,
Borrower or any Subsidiary in respect of an Asset Sale;


in each case, net of (without duplication) (u) the amount required to repay any Indebtedness (other
than the Loans) secured by a Lien on any assets of Holdco, Borrower or any of its Subsidiaries
(that are collateral for any such debt securities or loans) that are sold or otherwise disposed of
in connection with such Asset Sale or subject to the applicable Destruction or Taking, (v) the
reasonable expenses (including legal fees and brokers’ and underwriters’ commissions, lenders’ fees
or credit enhancement fees) incurred in effecting the applicable event or events described in
clauses (a) through (d) above, (w) any Taxes (including any withholding or distributions in respect
of taxes) reasonably attributable to the applicable event or events described in clauses (a)
through (d) above and reasonably estimated by Borrower to be actually payable, (x) in the case of
any receipt of proceeds by a Subsidiary, any amount required to be distributed to the holders


-26-









 






of any Equity Interest in the respective Subsidiary other than Holdco, Borrower or any other
Subsidiary, (y) Borrower’s good faith estimate of payments required to be made with respect to
liabilities retained by Holdco, Borrower or any Subsidiary relating to the disposed properties
(provided that to the extent such proceeds are not actually used to make payments in respect of
such unassumed liabilities, such proceeds shall constitute Net Proceeds) and (z) in the case of an
Asset Sale, amounts provided as a reserve, in accordance with GAAP, against (i) any liabilities
under any indemnification obligations or purchase price adjustments associated with such event or
(ii) any other liabilities retained by Holdco or any of its Subsidiaries associated with the
disposed properties (provided that, to the extent and at the time any such amounts are released
from such reserve, such amounts shall constitute Net Proceeds).




          “Non-Consenting Lender” has the meaning assigned thereto in Section 9.08(e).



          “Non-Guarantor Subsidiary” means any Subsidiary of a Loan Party that is not, and is not
required to be, a Subsidiary Guarantor.



          “Non-U.S. Jurisdiction” means each jurisdiction of organization of a Subsidiary of Holdco
other than the United States (or any state) or the District of Columbia.



          “Note” means a note substantially in the form of Exhibit K.



          “Notice of Intent to Cure” has the meaning assigned to such term in Section 5.01(m).



          “Obligation Currency” has the meaning assigned to such term in Section 9.19(a).



          “Obligations” means the unpaid principal of and interest on (including interest accruing after
the maturity of the Loans made to Borrower or any other Loan Party and interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to Borrower or any other Loan Party, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans made to Borrower or any other Loan
Party and all other obligations and liabilities of Borrower and each other Loan Party to any
Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of or in connection with this Agreement,
any other Loan Document or any other document made, delivered or given in connection herewith,
whether on account of principal, interest, fees, indemnities, costs or expenses (including, without
limitation, all reasonable fees, charges and disbursements of counsel to the extent reimbursable
pursuant to the Loan Documents) or otherwise.



          “OFAC” has the meaning assigned to such term in Section 6.21.



          “Officer’s Certificate” means, with respect to any Person, a certificate of a Responsible
Officer of such Person, in form and substance reasonably acceptable to the Administrative Agent.



          “Organizational Document” means (i) relative to each Person that is a corporation, its charter
and its by-laws (or similar documents), (ii) relative to each Person that is a



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limited liability company, its certificate of formation and its operating agreement (or similar
documents), (iii) relative to each Person that is a limited partnership, its certificate of
formation and its limited partnership agreement (or similar documents), (iv) relative to each
Person that is a general partnership, its partnership agreement (or similar document) and (v)
relative to any Person that is any other type of entity, such documents as shall be comparable to
the foregoing.



          “Other List” has the meaning assigned thereto in Section 6.21.



          “Other Taxes” has the meaning assigned thereto in Section 2.16.



          “Participant” has the meaning assigned to such term in Section 9.04(f).



          “Patriot Act” has the meaning assigned to such term in Section 3.22.



          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.



          “Pension Plan” means an employee pension benefit plan (other than a Multiemployer Plan) which
is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of
the Code or Section 302 of ERISA and is maintained or contributed to by any Loan Party, Subsidiary
or ERISA Affiliate or with respect to which a Loan Party or a Subsidiary could incur liability
(including under Sections 4063 or 4069 of ERISA).



          “Perfection Certificate” means a certificate substantially in the form of Exhibit L or
any other form approved by the Collateral Agent, as the same shall be supplemented from time to
time in accordance with this Agreement and the Security Agreement.



          “Permitted Acquisition” means any transaction or series of related transactions for the direct
or indirect (a) acquisition of all or substantially all of the property of any Person, or of any
business or division of any Person; (b) acquisition of a majority of the Equity Interests of any
Person, and otherwise causing such Person to become a Subsidiary of such Person; or (c) merger or
consolidation or any other combination with any Person, if each of the following conditions is met:




     (i) no Default then exists or would result therefrom;




     (ii) after giving effect to such transaction on a Pro Forma Basis, Borrower shall be in
compliance with all covenants set forth in Section 6.09 as of the most recent Test
Period (assuming, for purposes of Section 6.09, that such transaction, and all other
Permitted Acquisitions consummated since the first day of the relevant Test Period for each
of the financial covenants set forth in Section 6.09 ending on or prior to the date
of such transaction, had occurred on the first day of such relevant Test Period);




     (iii) the Board of Directors of the Person to be acquired shall not have indicated
publicly its opposition to the consummation of such acquisition (which opposition has not
been publicly withdrawn);



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     (iv) all transactions in connection therewith shall be consummated in accordance with
all applicable Requirements of Law;




     (v) any Person or assets or division as acquired in accordance herewith shall be in
same business or lines of business or substantially related or complementary to such line of
business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date;




     (vi) if the purchase price exceeds $10.0 million, at least 10 Business Days prior to
the proposed date of consummation of the transaction, Borrower shall have delivered to the
Administrative Agent an Officers’ Certificate certifying that (A) such transaction complies
with this definition (which shall have attached thereto reasonably detailed backup data and
calculations showing such compliance), and (B) such transaction would not reasonably be
expected to result in a Material Adverse Effect; and




     (vii) except in the case of a Permitted Acquisition for which the purchase price does
not exceed $20,000,000, Borrower shall have delivered to the Administrative Agent any
information reasonably requested by the Administrative Agent.



          “Permitted Cure Securities” means Equity Interests (other than Disqualified Capital Stock) of
Holdco designated as Permitted Cure Securities in an Officer’s Certificate delivered by Borrower to
the Administrative Agent that are (i) issued to the Permitted Holders or their Controlled
Investment Affiliates or (ii) issued to the then-current holders of Equity Interests in Holdco
pursuant to an offer to purchase such Equity Interests made to all such holders on a pro rata
basis, in each case in connection with Cure Rights being exercised by Borrower under Section
7.04 (the net proceeds of which are contributed in cash to the common equity of Borrower).



          “Permitted Encumbrances” means, with respect to any Mortgaged Property, the Liens described in
Sections 6.02 (a), (b), (e), (f), (h), (j),
(k), (s), (t) and (u).



          “Permitted Holders” means any of (i) the Sponsor, (ii) Controlled Investment Affiliates of
Sponsor, (iii) Emdeon and its Affiliates and Emdeon Permitted Transferees (as defined in the LLC
Agreement) and (iv) any members of management, officers, employees or former employees that are
equity holders, directly or indirectly, of Holdco, and any entity through which they may hold their
equity interest.



          “Permitted Liens” means Liens permitted to exist under Section 6.02.



          “Permitted Tax Distributions” means all “Tax Distributions” (as such term is defined in
Section 5.2 of the LLC Agreement) contemplated or required under the LLC Agreement as in effect on
the date hereof.



          “Person” means any natural person, corporation, trust, joint venture, association, company,
partnership, limited liability company or government, or any agency or political subdivision
thereof.



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          “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA), that is
maintained or contributed to by a Loan Party or any Subsidiary or with respect to which a Loan
Party or any Subsidiary could incur liability.



          “Platform” has the meaning assigned to such term in Section 9.17(b).



          “Pledged Securities” has the meaning provided in the Security Agreement.



          “Preferred Stock” means, with respect to any Person, any and all preferred or preference
Equity Interests (however designated) of such Person whether outstanding on the Closing Date or
thereafter.



          “Prepayment Date” has the meaning assigned to such term in Section 2.05(f).



          “Pro Forma Basis” means, with respect to any determination for any period, that such
determination shall be made giving pro forma effect to each of the following (without duplication),
as applicable:




     (a) the Transactions;




     (b) each Asset Sale, Permitted Acquisition, Destruction, Taking and each other
transaction permitted hereunder consummated after the first day of such period, in each case
together with all transactions relating thereto consummated during such period (including
any incurrence, assumption, refinancing or repayment of Indebtedness); or




     (c) each incurrence, assumption and repayment of Indebtedness consummated after the
first day of such period;



as if such transactions had been consummated on the first day of such period, in each case based on
historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable
assumptions that are specified in detail in the relevant Compliance Certificate, financial
statements delivered to the Lenders in accordance with Section 4.01(g) or Section
5.01(a) or (b) or other document provided to the Administrative Agent in connection
herewith, in each case as would be in accordance with (i) the definitions and test set forth in
this Agreement (including the definition of Consolidated EBITDA), (ii) Regulation S-X under the
Securities Act or (iii) as are otherwise reasonably acceptable to the Administrative Agent.



          “Pro Forma Financial Statements” has the meaning assigned to such term in Section
4.01(g).



          “Process Agent” has the meaning assigned to such term in Section 9.15(d).



          “Projected Financial Statements” means the pro forma consolidated income statement projections
for Borrower and its Subsidiaries, pro forma consolidated balance sheet projections for Borrower
and its Subsidiaries and pro forma consolidated cash flow projections for Borrower and its
Subsidiaries, all for the Fiscal Years ending 2006 through 2013, inclusive, and which give effect
to the Transactions and all Indebtedness and Liens incurred or created in connection with the
Transactions.



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          “Property” means any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed, whether tangible or intangible and including any
ownership interest of any Person, whether now in existence or owned or hereafter entered into or
acquired, including, without limitation, Real Property.



          “Purchase Money Indebtedness” means Indebtedness (excluding Financing Leases) incurred for the
purpose of financing all or any part of the purchase price of property, plant or equipment used in
the business of Borrower and its Subsidiaries or the cost of installation, construction or
improvement thereof; provided that (i) the amount of such Indebtedness shall not exceed such
purchase price or cost and (ii) such Indebtedness shall be incurred within 180 days after such
acquisition of such asset by Borrower or any Subsidiary or such installation, construction or
improvement.



          “Qualified Counterparty” means, with respect to any Hedging Agreement, any counterparty
thereto that, at the time such Hedging Agreement was entered into, was a Lender or an Affiliate of
a Lender and that executes and delivers to the Administrative Agent a letter agreement in form and
substance reasonably acceptable to the Administrative Agent and Borrower pursuant to which such
person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and
(ii) agrees to be bound by the provisions of Sections 9.05, 9.07 and 9.15
as if it were a Lender.



          “Qualified Public Offering” means any public offering of the common (or other voting) Equity
Interests of Holdco pursuant to an effective registration statement (other than a registration
statement on Form S-4, S-8 or any successor or similar form) filed under the Securities Act,
raising gross proceeds (whether to Holdco, to selling shareholders or otherwise) of not less than
$100,000,000.



          “Real Property” means all right, title and interest of any Loan Party or any of its
Subsidiaries in and to any and all parcels of or interests in real property owned or held pursuant
to a Lease (including, without limitation, any leasehold estate) by any Loan Party or any of its
Subsidiaries together with, in each case, all improvements and appurtenant fixtures.



          “Reference Banks” means:




     (a) in connection with the initial syndication of the Loans and Commitments, in respect
of LIBO Rate, the principal London office of Citibank, N.A.; and




     (b) in respect of LIBO Rate in all other cases, the principal London office of
Citibank, N.A. and such two other banks as may be appointed by the Administrative Agent in
consultation with Borrower.



          “Refinance” means to refinance, repay, prepay, replace, renew or refund.



          “Refinancing Indebtedness” means Indebtedness incurred to Refinance other Indebtedness (the
“Refinanced Indebtedness”); provided that:




     (i) the principal amount (or accreted value, in the case of Indebtedness issued at a
discount) of the Refinancing Indebtedness does not exceed the principal amount (or



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accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of
accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders
of the Refinanced Indebtedness and reasonable costs and expenses (including original issue
discount and underwriting discounts) incurred in connection with the incurrence of the
Refinancing Indebtedness;




     (ii) the Refinancing Indebtedness is the obligation of the same Person as that of the
Refinanced Indebtedness and that is not guaranteed by any Person other than to the extent
the Refinanced Indebtedness was guaranteed by such Person;




     (iii) if the Refinanced Indebtedness was subordinated to the Loans, then such
Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Loans, at
least to the same extent as the Refinanced Indebtedness;




     (iv) the Refinancing Indebtedness shall have a maturity that is not earlier than the
maturity of the Refinanced Indebtedness;




     (v) the Refinancing Indebtedness shall have a longer or equal Weighted Average Life
than the Refinanced Indebtedness; and




     (vi) the Refinancing Indebtedness is secured only to the extent, if at all, and by the
assets, that the Refinanced Indebtedness being repaid or amended is secured.



          “Register” has the meaning assigned to such term in Section 9.04(d).



          “Regulation S-X” means Regulation S-X promulgated under the Securities Act.



          “Regulation T” means Regulation T of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.



          “Regulation U” means Regulation U of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.



          “Regulation X” means Regulation X of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.



          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents, advisors and trustees of such Person and
such Person’s Affiliates.



          “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating
of Hazardous Material in, into, onto or through the Environment.



          “Remedial Action” means (a) “remedial action,” as such term is defined in CERCLA, 42 U.S.C.
Section 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily
undertaken to: (i) clean up, remove, treat, abate or otherwise take corrective action to address
any Hazardous Material in the Environment; (ii) prevent the Release or



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threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate
or endanger or threaten to endanger public health, welfare or the Environment; or (iii) perform
studies and investigations in connection with, or as a precondition to, (i) or (ii)
above.



          “Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or assets or to which such Person or any of
its property or assets is subject.



          “Requisite Lenders” means, at any time, Lenders having more than fifty percent (50%) of the
aggregate amount of the Loans.



          “Response Action” means (a) “response” as such term is defined in CERCLA, 42 U.S.C.
§ 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily
undertaken to: (i) clean up, remove, treat, abate or in any other way address any Hazardous
Material in the Environment, (ii) prevent the Release or threatened Release, or minimize the
further Release, of any Hazardous Material or (iii) perform studies, investigations or monitoring
in connection with, or as a precondition to, clause (i) or (ii) above.



          “Responsible Officer” of any Person shall mean any executive officer (including any Vice
President, Secretary, Chief Operating Officer or Chief Executive Officer) or Financial Officer of
such person and any other officer or similar official thereof with responsibility for the
administration of the obligations of such person in respect of this Agreement.



          “S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies.



          “SDN List” has the meaning assigned thereto in Section 6.21.



          “Sale and Leaseback Transaction” means any arrangement, directly or indirectly, with any
Person whereby it shall sell or transfer any property used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose or purposes as the property being sold or
transferred (it being understood that this definition does not include the sale or transfer of
property and the subsequent lease of property with a materially higher Fair Market Value than the
property being sold or transferred and that is used for substantially the same purpose).



          “SEC” means the Securities and Exchange Commission.



          “Second Priority” means, with respect to any Lien purported to be created in any Collateral
pursuant to any Security Document, that such Lien is second in priority only to the Liens created
under the First Lien Loan Documents (subject to (i) in the case of Mortgaged Property, Permitted
Encumbrances and (ii) otherwise, Permitted Liens).



          “Section 2.16 Certificate” has the meaning assigned to such term in Section 2.16.



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          “Secured Obligations” means the Obligations.



          “Secured Parties” means the Agents and each Lender that holds Loans or has Commitments (in its
capacity as such).



          “Securities Act” means the Securities Act of 1933, as amended.



          “Security Agreement” means the Security Agreement, dated as of the date hereof and
substantially in the form of Exhibit M, among the Loan Parties and the Collateral Agent for
the benefit of the Secured Parties (as the same may be amended, supplemented or amended and
restated from time to time in accordance with the terms of this Agreement).



          “Security Documents” means the Security Agreement, the Mortgages, any Control Agreements (as
defined in the Security Agreement), each other security agreement or other instrument or document
executed and delivered pursuant to this Agreement (including pursuant to Section 5.10,
5.11 or 5.15) to secure any of the Secured Obligations, and all UCC or other
financing statements or instruments of perfection required by this Agreement, any Mortgage or any
other such security document or pledge agreement to be filed with respect to the security interests
in property and fixtures created pursuant to the Security Agreement or any Mortgage or any other
document or instrument utilized to pledge or grant, or purport to pledge or grant, a security
interest or lien on any property as collateral for the Secured Obligations.



          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of
Borrower within the meaning of Rule 1-02(w) of Regulation S-X (replacing references to 10% therein
with 5%), or any group of Subsidiaries that, taken together, would constitute a Significant
Subsidiary.



          “Sponsor” means General Atlantic Partners 83B, LP and its Controlled Investment Affiliates.



          “Statutory Reserve Rate” means a fraction (expressed as a decimal) the numerator of which is
the number one and the denominator of which is the number one minus the aggregate (expressed as a
decimal) of the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by any Governmental Authority of the
United States or of the jurisdiction of such currency or any jurisdiction to which banks in such
jurisdiction are subject for any category of deposits or liabilities customarily used to fund
loans. Such reserve percentages shall include those imposed pursuant to Regulation D of the Board
as from time to time in effect and all official rulings and interpretations thereunder or thereof.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.



          “Subordinated Indebtedness” shall mean Indebtedness of Borrower or any other Loan Party that
is by its terms expressly subordinated in right of payment to the Obligations of Borrower or such
Loan Party, as applicable, provided that (a) such Indebtedness shall be subject to
subordination provisions that are reasonably satisfactory to and approved by the Administrative
Agent and (b) such Indebtedness (other than intercompany Indebtedness) shall not have any principal
payments or mature while any Loans are outstanding.



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          “Subsidiary” means, with respect to any Person (the “parent”) at any date, (i) any Person the
accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date, (ii) any other corporation, limited liability company, association or other business entity
of which securities or other ownership interests representing more than 50% of the voting power of
all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors thereof are, as of such date, owned, controlled or held by the
parent and/or one or more subsidiaries of the parent, and (iii) any partnership (a) the sole
general partner or the managing general partner of which is the parent and/or one or more
Subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or
more Subsidiaries of the parent. Unless otherwise indicated, when used in this Agreement, the term
“Subsidiary” refers to a Subsidiary of Borrower, but shall in no event refer to any Unrestricted
Subsidiary designated as such pursuant to Section 5.16.



          “Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(a), and each
other Subsidiary that is or becomes a party to the Guarantee Agreement pursuant to Section
5.15.



          “Survey” means a survey of any Mortgaged Property (and all improvements thereon) that is (a)
(i) prepared by a surveyor or engineer licensed to perform surveys in the state where such
Mortgaged Property is located, (ii) dated (or re-dated) not earlier than six months prior to the
date of delivery thereof unless there shall have occurred within six months prior to such date of
delivery any exterior construction on the site of such Mortgaged Property or any easement, right of
way or other interest in the Mortgaged Property has been granted or become effective through
operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be
depicted on a survey, in which events, as applicable, such survey shall be dated (or re-dated)
after the completion of such construction or if such construction shall not have been completed as
of such date of delivery, not earlier than 20 days prior to such date of delivery or after the
grant or effectiveness of any such easement, right of way or other interest in the Mortgaged
Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Collateral
Agent) to the Collateral Agent and the Title Company, (iv) complying in all respects with the
minimum detail requirements of the American Land Title Association as such requirements are in
effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove
all standard survey exceptions from the title insurance policy (or commitment having the effect of
a policy) relating to such Mortgaged Property and issue a survey and other required endorsements,
or (b) otherwise acceptable to the Collateral Agent.



          “Syndication Agent” has the meaning assigned to such term in the preamble hereto.



          “Taking” means any taking of any Property of Holdco, Borrower or any Subsidiary or any portion
thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or
special, or by reason of the temporary requisition or use of any Property of Holdco, Borrower or
any Subsidiary or any portion thereof, by any Governmental Authority.



          “Tax Benefit” has the meaning assigned to such term in Section 2.16.



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          “Taxes” has the meaning assigned to such term in Section 2.16.



          “Terminated Lender” has the meaning assigned thereto in Section 2.20.



          “Test Period” means, at any time, the four consecutive complete Fiscal Quarters of Borrower
then last ended (in each case taken as one accounting period) for which financial statements
pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for
the applicable fiscal period.



          “Title Company” means any title insurance company as shall be retained by Borrower and
reasonably acceptable to the Administrative Agent.



          “Title Policy” means, with respect to each Mortgage, a policy of title insurance (or marked up
title insurance commitment having the effect of a policy of title insurance) insuring the Lien of
such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described
therein in the amount equal to not less than 115% of the fair market value of such Mortgaged
Property and fixtures.



          “Total Leverage Ratio” means, as at any date, the ratio of (a) Consolidated Indebtedness less
Excess Cash outstanding at such date to (b) Consolidated EBITDA for the most recently completed
Test Period, calculated on a Pro Forma Basis.



          “Transaction Documents” shall mean the Merger Documents, the First Lien Loan Documents and the
Loan Documents.



          “Transactions” means the Merger, the entry into the First Lien Loan Documents and the
borrowings under the First Lien Credit Agreement, the Equity Financing, the execution and delivery
of the Loan Documents and the Borrowings made hereunder on the Closing Date, the other transactions
contemplated by the Transaction Documents, and the payment of all fees and expenses to be paid in
connection with the foregoing.



          “Transferee” has the meaning assigned to such term in Section 2.16.



          “Transition Services Agreement” means the Transition Services Agreement between Emdeon and
Emdeon Business Services, LLC dated as of the Closing Date, as the same may be amended from time to
time.



          “Trust Indenture Act” has the meaning assigned thereto in Section 8.01.



          “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



          “Unaudited Financial Statements” has the meaning assigned to such term in Section
4.01(g).



          “Unrestricted Subsidiary” means any Subsidiary of Borrower designated as an Unrestricted
Subsidiary in accordance with Section 5.16.



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          “Weighted Average Life” means, when applied to any Indebtedness at any date, the period of
time (expressed in years) obtained by dividing (a) the sum of the total of the products obtained by
multiplying (i) the amount of each scheduled installment, sinking fund, serial maturity or other
required payment of principal including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse between such date and the
making of such payment by (b) the then outstanding principal amount of such Indebtedness.



          “Welfare Plan” means a “welfare plan,” as such term is defined in Section 3(1) of ERISA, that
is maintained or contributed to by a Loan Party or any Subsidiary or with respect to which a Loan
Party or any Subsidiary could incur liability.



          “Wholly Owned Subsidiary” means, as to any Person, (a) any corporation 100% of whose capital
stock (other than directors’ qualifying shares) is at the time owned by such Person and/or one or
more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture,
limited liability company or other entity in which such Person and/or one or more Wholly Owned
Subsidiaries of such Person have a 100% equity interest at such time.



          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E
of Title IV of ERISA.



          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may
be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).



          SECTION 1.03. Terms Generally.



          (a) The definitions in Section 1.01 shall apply equally to both the singular and
plural forms of the terms defined, other than in the use of “Borrower” and “Borrowers”. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise expressly provided
herein, (i) any reference in this Agreement to any Loan Document means such document as amended,
restated, supplemented or otherwise modified from time to time and (ii) all terms of an accounting
or financial nature shall be construed in accordance with GAAP, as in effect from time to time. In
the event that any Accounting Change (as defined below) shall occur, Borrower and the
Administrative Agent agree to enter into negotiations in order to amend, if reasonably deemed
necessary by Borrower, the Administrative Agent or the Requisite Lenders, the relevant provisions
of this Agreement to equitably reflect such Accounting Change with the desired result that the
criteria for evaluating the financial condition and results of operations of Borrower shall be the
same immediately prior to and immediately following the effectiveness of such Accounting Change, it
being understood that prior to such amendment, such Accounting Change shall not cause an Event of
Default. An “Accounting Change” is any change in accounting principles required by the
promulgation of any rule, regulation, pronouncement or



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opinion by the Financial Accounting Standards Boards of the American Institute of Certified Public
Accountants or, if applicable, the SEC (or, in each case, successors thereto or agencies with
similar functions and applicability) that would affect the method of calculation of any Financial
Covenant, standard or other term or provision in this Agreement.



          (b) If any payment under this Agreement or any other Loan Document shall be due on any day
that is not a Business Day, the date for payment shall be extended to the next succeeding Business
Day, and in the case of any payment accruing interest, interest thereon shall be paid for the
period of such extension (except as otherwise provided herein).



          SECTION 1.04. Resolution of Drafting Ambiguities. Each of Holdco and Borrower
acknowledge and agree, on behalf of themselves and each other Loan Party, that it was represented
by counsel in connection with the execution and delivery of the Loan Documents to which it is a
party, that it and its counsel reviewed and participated in the preparation and negotiation hereof
and thereof and that any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation hereof or thereof.



          SECTION 1.05. Certifications. All certifications and other statements made by any
officer, director or employee of a Loan Party pursuant to any Loan Document are and will be made on
the behalf of such Loan Party and not in such officer’s, director’s or employee’s individual
capacity.



          SECTION 1.06. Joint and Several Liability of Borrowers. All Loans made hereunder are
made to or for the mutual benefit, directly and indirectly, of each Borrower and in consideration
of the agreement of the other Borrower to accept joint and several liability for the Obligations
and Secured Obligations with respect thereto. Each Borrower, jointly and severally, hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and
several and direct and primary liability for the full payment when due and performance of all
Obligations and Secured Obligations and for the prompt and full payment and performance of all of
the promises, covenants, representations and warranties made or undertaken by each Borrower under
the Loan Documents and other documents governing the Obligations and Secured Obligations and
Borrowers agree that such liability is independent of the duties, obligations and liabilities of
each of the joint and several Borrowers. In furtherance of the foregoing, each Borrower jointly
and severally, absolutely and unconditionally guarantees to the Administrative Agents, the
Collateral Agent, the Lenders and the other Secured Parties the full payment and performance when
due of all the Obligations and Secured Obligations.



ARTICLE II




THE CREDITS




          SECTION 2.01. Credit Commitments.



          (a) Subject to the terms and conditions hereof, (i) each Lender severally agrees to make a
Loan in Dollars to Borrower and the Additional Borrower on the Closing Date in a principal amount
not exceeding its Commitment. Amounts repaid or prepaid in respect of Loans may not be reborrowed.



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          (b) The Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a
combination thereof, as determined by the applicable Borrower and notified to the Administrative
Agent in accordance with Sections 2.02 and 2.03.



          (c) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made
by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required.



          SECTION 2.02. Procedure for Borrowing.



          (a) Borrower may borrow under the Commitments on the Closing Date by giving the Administrative
Agent notice substantially in the form of Exhibit C (a “Borrowing Request”), which notice
must be received by the Administrative Agent prior to (a) 11:00 a.m., New York City time, three
Business Days prior to the requested Borrowing Date, in the case of a Eurodollar Borrowing, or
(b) 11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in
the case of an ABR Borrowing. The Borrowing Request shall specify (i) the amount to be borrowed
(which must not be less than the aggregate amount of Commitments), (ii) the requested Borrowing
Date (which must be the Closing Date), (iii) whether the Borrowing is to be of Eurodollar Loans or
ABR Loans, (iv) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest
Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of this Agreement. If no election as to the
Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurodollar Borrowing, then the
applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.



          (b) [RESERVED].



          (c) Upon receipt of the Borrowing Request, the Administrative Agent shall promptly notify each
Lender of the aggregate amount of the Borrowing and of the amount of such Lender’s pro rata portion
thereof, which shall be based on their respective Commitments. Each Lender will make the amount of
its pro rata portion of the Borrowing available to the Administrative Agent for the account of the
applicable Borrower at the New York office of the Administrative Agent specified in Section 9.01
prior to 10:00 a.m., New York City time, on the Closing Date in funds immediately available to the
Administrative Agent. Amounts so received by the Administrative Agent will promptly be made
available to Borrower or the Additional Borrower, as applicable, by the Administrative Agent
crediting the account of Borrower or the Additional Borrower, as applicable, on the books of such
office with the aggregate of the amounts made available to the Administrative Agent by the Lenders
and in like funds as received by the Administrative Agent.



          SECTION 2.03. Conversion and Continuation Options for Loans.



          (a) Borrower or the Additional Borrower may elect from time to time to convert (i) Eurodollar
Loans to ABR Loans, by giving the Administrative Agent prior notice (which



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may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the
Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the
Administrative Agent prior notice (which may be given by telephone) of such election not later than
11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that
if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period
with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due
to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of
conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify
each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be
converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan
when any Event of Default has occurred and is continuing and (ii) no Loan may be converted into a
Eurodollar Loan after the date that is one month prior to the Final Maturity Date.



          (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current
Interest Period with respect thereto by Borrower or the Additional Borrower, as applicable, giving
prior notice (which may be given by telephone) to the Administrative Agent, not later than
11:00 a.m., New York City time, three Business Days prior to a requested continuation setting forth
the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar
Loan may be continued as such (i) when any Event of Default has occurred and is continuing and
(ii) after the date that is one month prior to the Final Maturity Date; and provided further that
if Borrower or the Additional Borrower, as applicable, shall fail to give any required notice as
described above in this Section 2.03 or if such continuation is not permitted pursuant to
the preceding proviso, then such Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period (in which case the Administrative Agent shall notify
Borrower of such conversion).



          (c) In connection with any Eurodollar Loans, there shall be no more than 10 Interest Periods
outstanding at any time.



          SECTION 2.04. [RESERVED].



          SECTION 2.05. Optional and Mandatory Prepayments of Loans; Repayments of Loans.



          (a) Borrowers may at any time and from time to time prepay the Loans made to it (subject to
compliance with the terms of Section 2.17 ), upon irrevocable notice to the Administrative
Agent not later than 12:00 noon, New York City time, one Business Day prior to the date of such
prepayment, specifying (i) the date and amount of prepayment, and (ii)  whether the prepayment is
of Eurodollar Loans, ABR Loans or a combination thereof (including in the case of Eurodollar Loans,
the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the
amount allocable to each). Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with accrued interest to
such date on the amount prepaid. Partial prepayments of Loans shall be



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in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof
(or if less, the remaining outstanding principal amount thereof).



          (b) Prepayment Premium. Each prepayment pursuant to Section 2.05(a) and
Section 2.05(c)(i), (ii) and (iii) shall be accompanied by the Applicable
Prepayment Penalty, if any.



          (c) (i) Indebtedness. If, subsequent to the Closing Date, Holdco, Borrower or any of
Subsidiary shall incur or permit the incurrence of any Indebtedness (including pursuant to debt
securities which are convertible into, or exchangeable or exercisable for, Equity Interests),
within ten calendar days of receipt of any Net Proceeds therefrom, Borrowers shall, if the First
Lien Term Loan Obligations have been repaid in full in accordance with the First Lien Credit
Agreement, prepay outstanding Loans in an amount equal to 100% of such Net Proceeds (after giving
effect to any Net Proceeds used to prepay First Lien Loans); provided that this Section
2.05(c)(i) shall not apply to Net Proceeds of any Indebtedness permitted to be incurred by
Section 6.01.



          (ii) Asset Sales. If, subsequent to the Closing Date, Holdco, Borrower or any
Subsidiary shall receive Net Proceeds from any Asset Sale, within ten calendar days of receipt of
any Net Proceeds therefrom, Borrowers shall, if the First Lien Obligations have been repaid in full
in accordance with the First Lien Credit Agreement, prepay outstanding Loans in an amount equal to
100% of such Net Proceeds (after giving effect to any Net Proceeds used to prepay First Lien
Loans).



          (iii) Casualty Events. If, subsequent to the Closing Date, Holdco, Borrower or any
Subsidiary shall receive proceeds from insurance recoveries in respect of any Destruction or any
proceeds or awards in respect of any Taking, within ten calendar days of receipt of such Net
Proceeds, Borrowers shall, if the First Lien Term Loan Obligations have been repaid in full in
accordance with the First Lien Credit Agreement, prepay outstanding Loans in an amount equal to
100% of the Net Proceeds (after giving effect to any Net Proceeds used to prepay First Lien Loans)
thereof.



          (iv) Excess Cash Flow. If, for any Fiscal Year commencing with the Fiscal Year
ending on December 31, 2007, there shall be Excess Cash Flow for such Fiscal Year, not later than
the latest permitted date for delivery of financial statements in respect of such Fiscal Year as
provided in Section 5.01(b), Borrowers shall, if the First Lien Term Loan Obligations have
been repaid in full in accordance with the First Lien Credit Agreement, prepay Loans in an amount
equal to (i) 50% of such Excess Cash Flow minus (ii) any voluntary prepayments of Loans during such
Fiscal Year (after giving effect to any mandatory prepayments of the First Lien Loans made with the
Excess Cash Flow for such Fiscal Year). Such prepayment shall be applied in accordance with
Section 2.05(e); provided that such percentage shall be reduced to 25% if, and for so long
as, the Total Leverage Ratio as of the end of such Fiscal Year is less than 4.25 to 1.0 but greater
than or equal to 3.5 to 1.0; provided further that such percentage shall be reduced to 0% if, and
for so long as, the Total Leverage Ratio of the end of such Fiscal Year is less than 3.5 to 1.0.



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          (d) To the extent not previously paid, all Loans shall be due and payable on the Final
Maturity Date.



          (e) [RESERVED].



          (f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this
Section 2.05, but for the operation of this Section 2.05(f) (each a “Prepayment
Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal
amount of ABR Loans, and no Default or Event of Default exists or is continuing, then on such
Prepayment Date, (i) the applicable Borrower may, at its option, deposit funds into the Collateral
Account in an amount equal to such excess, and only the outstanding ABR Loans shall be required to
be prepaid on such Prepayment Date, and (ii) on the last day of each Interest Period ending on or
after such Prepayment Date in effect with respect to a Eurodollar Loan, the Administrative Agent is
irrevocably authorized and directed to apply funds from the Collateral Account (and liquidate
investments held in the Collateral Account as necessary) to prepay such Eurodollar Loans for which
the Interest Period is then ending to the extent funds are available in the Collateral Account.



          SECTION 2.06. [RESERVED].



          SECTION 2.07. Repayment of Loans; Evidence of Debt.



          (a) Borrowers hereby, jointly and severally, unconditionally promise to pay to the
Administrative Agent for the account of the Lenders on the Final Maturity Date (or such earlier
date as, and to the extent that, such Loan becomes due and payable pursuant to Section 2.05
or Article VII), the unpaid principal amount of each Loan held by each such Lender.
Borrower and the Additional Borrower hereby jointly and severally further agree to pay interest in
immediately available funds at the applicable office of the Administrative Agent (as specified in
Section 2.13(a)) on the unpaid principal amount of the Loans made to them from time to time
from the Closing Date until payment in full thereof at the rates per annum, and on the dates, set
forth in Section 2.08. All payments required hereunder shall be made in Dollars.



          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the applicable Borrower to the appropriate lending office of such
Lender resulting from each Loan made by such lending office of such Lender from time to time,
including the amounts of principal and interest payable and paid to such lending office of such
Lender from time to time under this Agreement.



          (c) The Administrative Agent shall maintain the Register pursuant to Section 9.04, and
a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded
(i) the amount of each such Loan, the Type of each such Loan and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from the applicable Borrower to each Lender hereunder in respect of each such Loan and (iii) the
amount of any sum received by the Administrative Agent hereunder from the applicable Borrower in
respect of each such Loan and each Lender’s share thereof.



          (d) The entries made in the Register and accounts maintained pursuant to
Sections 2.07(b) and (c) and the Notes maintained pursuant to
Section 2.07(e) shall, to the extent



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permitted by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the applicable Borrower therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as
applicable, or any error therein, shall not in any manner affect the obligation of the applicable
Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in
accordance with the terms of this Agreement.



          (e) The Loans made by each Lender to the applicable Borrower shall, if requested by the
applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a
single Note duly executed on behalf of such Borrower, in substantially the form attached hereto as
Exhibit K-1 or K-2, as applicable, with the blanks appropriately filled, payable to
the order of such Lender.



          SECTION 2.08. Interest Rates and Payment Dates.



          (a) Each Eurodollar Loan shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 360 days) for each day during each Interest Period with respect thereto
at a rate per annum equal to (A) the Adjusted LIBO Rate determined for such Interest Period plus
(B) the Applicable Rate.



          (b) Each ABR Loan shall bear interest (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be, or over a year of 360 days when the
Alternate Base Rate is determined by reference to clause (b) of the definition of “Alternate Base
Rate”) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.



          (c) If all or a portion of the principal amount of any Loan, any interest payable thereon or
other amount payable hereunder shall not be paid when due (whether at the stated maturity thereof
or by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which
is (x) in the case of overdue principal (except as otherwise provided in clause (y) below), the
rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this
Section 2.08 plus 2.00% per annum or (y) in the case of any overdue interest or other
amount, the rate described in Section 2.08(b) applicable to an ABR Loan plus 2.00% per
annum, in each case from the date of such nonpayment to (but excluding) the date on which such
amount is paid in full (after as well as before judgment).



          (d) Interest shall be payable in arrears on each Interest Payment Date and on the Final
Maturity Date; provided that (i) interest accrued pursuant to Section 2.08(c) shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Eurodollar Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment (subject to Section 2.05(f)) and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion. Interest in respect of each Loan
shall accrue from and including the first day of an Interest Period to but excluding the last day
of such Interest Period.




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          SECTION 2.09. Computation of Interest. Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on
Borrower and the Lenders in the absence of manifest error.



          SECTION 2.10. Fees.



          (a) [Reserved].



          (b) [Reserved].



          (c) Borrowers agree to pay to the Administrative Agent the administrative fee set forth in the
Fee Letter (the “Agent Fees”).



          (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution. Once paid, none of the Fees shall be refundable, except to
the extent paid in error.



          SECTION 2.11. Termination, Reduction or Adjustment of Commitments. Unless previously
terminated, the Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date.



          SECTION 2.12. Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy
of Interest Rate (i). If prior to 11:00 a.m., London time, two Business Days before the first
day of any Interest Period, including an initial Interest Period, for a requested Eurodollar
Borrowing, the Administrative Agent shall have determined reasonably and in good faith (which
determination shall be conclusive and binding upon Borrowers) that, by reason of circumstances
affecting the relevant market generally, adequate and reasonable means do not exist for
ascertaining the Adjusted LIBO Rate for such Eurodollar Borrowing for such Interest Period, then
the Administrative Agent shall forthwith so notify Borrower and the Lenders, whereupon each
Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan,
convert into an ABR Loan and the obligations of the Lenders to make Eurodollar Rate Loans or to
convert ABR Loans into Eurodollar Loans shall be suspended until the Administrative Agent shall
notify Borrower that the Administrative Agent or the Requisite Lenders, as applicable, have
determined that the circumstances causing such suspension no longer exist. The Administrative
Agent shall provide such notice promptly upon making such a determination.



          SECTION 2.13. Pro Rata Treatment and Payments.



          (a) Each payment (including each prepayment) by the applicable Borrower on account of
principal of and interest on Loans which are ABR Loans shall be made pro rata according to the
respective outstanding principal amounts of such ABR Loans then held by the Lenders. Each payment
(including each prepayment) by the applicable Borrower on account of principal of and interest on
Loans which are Eurodollar Loans designated by such Borrower to be applied to a particular
Eurodollar Borrowing shall be made pro rata according to the respective outstanding principal
amounts of such Loans then held by the Lenders. All payments (including prepayments) to be made by
the applicable Borrower hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff or counterclaim and shall be
made prior to 11:00 a.m., New York time, on the due date thereof to the Administrative Agent,



-44-









 







for the account of the Lenders, at the Administrative Agent’s New York office specified in
Section 9.01 in Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders entitled thereto in the same currency as received and
promptly upon receipt in like funds as received. If any payment hereunder (other than payments on
Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be
extended to the next succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day (and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such extension) unless the
result of such extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day.



          (b) Subject to Section 2.12, unless the Administrative Agent shall have been notified
in writing by any Lender prior to a Borrowing that such Lender will not make the amount that would
constitute its share of such Borrowing available to the Administrative Agent, the Administrative
Agent may assume that such Lender is making such amount available to the Administrative Agent, and
the Administrative Agent may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. If such amount is not made available to the Administrative Agent
by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative
Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal
Funds Rate for the period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this Section 2.13(b) shall be conclusive in the absence
of manifest error. If such Lender’s share of such Borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to ABR Loans hereunder, on demand, from the applicable Borrower, but
without prejudice to any right or claim that Borrower may have against such Lender.



          (c) If at any time insufficient funds are received by and available to the Administrative
Agent from Borrower or the Additional Borrower, as applicable, to pay fully all amounts of
principal, interest and fees then due hereunder from Borrower or the Additional Borrower, as
applicable, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder from Borrower or the Additional Borrower, as applicable, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal then due from Borrower or the Additional
Borrower, as applicable, to such parties.



          SECTION 2.14. Illegality. Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law, or in the interpretation or application thereof, shall
make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this
Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall



-45-









 







forthwith be suspended until such time as the making or maintaining of Eurodollar Loans shall
no longer be unlawful, and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to ABR Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as required by law.



          SECTION 2.15. Requirements of Law.



          (a) If at any time any Lender determines that the introduction after the Closing Date of, or
any change after the Closing Date in or in the interpretation of, any law, treaty or governmental
rule, regulation or order (other than any change by way of imposition or increase of reserve
requirements included in determining the Adjusted LIBO Rate) or the compliance by such Lender with
any guideline, request or directive from any central bank or other Governmental Authority (whether
or not having the force of law), shall have the effect of increasing the cost to such Lender for
agreeing to make or making, funding or maintaining any Eurodollar Loans, then Borrower shall from
time to time, within five Business Days of demand therefor by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost. A certificate
setting forth in reasonable detail the basis for calculating the amount of such increased cost,
submitted to Borrowers and the Administrative Agent by such Lender, shall be prima facie presumed
correct. Such Lender shall promptly notify the Administrative Agent and Borrowers in writing,
accompanied by a certificate as described above, of the occurrence of any such event, such notice
to state, in reasonable detail, the reasons therefor and the additional amount required fully to
compensate such Lender for such increased cost or reduced amount. Such additional amounts shall be
payable directly to such Lender within five Business Days of Borrowers’ receipt of such notice, and
such notice shall be prima facie presumed correct.



          (b) If any change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator or other
Governmental Authority in each case after the Closing Date affects or would affect the amount of
capital required or expected to be maintained by any Lender and such Lender reasonably determines
that the rate of return on its capital as a consequence of the Loans made by it is reduced to a
level below that which such Lender could have achieved but for the occurrence of any such
circumstance, then, in any such case upon delivery to Borrower of a certificate by such Lender as
to any such additional amount or amounts (including calculations thereof in reasonable detail)
(which shall be prima facie presumed correct) from time to time, Borrowers shall pay within 10
Business Days directly to such Lender additional amounts sufficient to compensate such Lender for
such reduction in rate of return. In determining such amount, such Lender may use any method of
averaging and attribution that it (in its reasonable discretion) shall deem applicable.



          (c) In the event that any Lender determines that any event or circumstance that will lead to a
claim under this Section 2.15 has occurred or will occur, such Lender will use its best
efforts to so notify Borrowers; provided that, subject to the next succeeding sentence, any failure
to provide such notice shall in no way impair the rights of such Lender to demand and receive
compensation under this Section 2.15, but without prejudice to any claims of Borrower for
compensation for actual damages sustained as a result of any failure to observe this undertaking.



-46-









 







Notwithstanding the foregoing, Borrowers shall not be required to compensate a Lender
pursuant to this Section 2.15 for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender notifies Borrowers of the event or
circumstances giving rise to a right of claim pursuant to this Section 2.15 and of such
Lender’s intention to claim compensation therefor (except that, if the event or circumstances
giving rise to such right of claim is retroactive, then the nine month period referred to above
shall be extended to include the period of retroactive effect thereof).



          SECTION 2.16. Taxes.



          (a) All payments by the Loan Parties of principal of, and interest on, the Loans and all other
amounts (including fees) payable hereunder shall be made free and clear of, and without deduction
or withholding for, any and all present or future income, excise, stamp or franchise taxes and
other taxes, fees, duties, assessments, deductions, withholdings or other charges of any nature
whatsoever imposed by any taxing authority on the Administrative Agent or any Lender (or any
assignee of such Lender or a Participant or a change in designation of the lending office of a
Lender (a “Transferee”)), including any interest, additions to tax or penalties applicable thereto
(“Taxes”), except as required by applicable law, rule or regulation. If any Indemnified Taxes are
required to be withheld by applicable law, rule or regulation from any payment by a Loan Party,
such Loan Party shall withhold and remit such Taxes in accordance with such requirement. In the
event that any withholding or deduction from any payment to be made by a Loan Party hereunder or
under any other Loan Documents is required in respect of any Indemnified Taxes pursuant to any
applicable law, rule or regulation then such Loan Party will:




     (i) timely pay directly to the relevant authority in accordance with applicable law the
full amount required to be so withheld or deducted;




     (ii) promptly forward to the Administrative Agent an official receipt or other
documentation (or copy thereof) reasonably satisfactory to the Administrative Agent
evidencing such payment to such authority; and




     (iii) pay to the Administrative Agent for the account of the Lenders or Transferees, as
the case may be, such additional amount or amounts as are necessary to ensure that the net
amount actually received by each Lender or Transferees, as the case may be, will equal the
full amount such Lender or Transferees, as the case may be, would have received had no such
withholding or deduction of Indemnified Taxes (including any withholding or deduction of
Indemnified Taxes applicable to additional amounts payable under this Section 2.16)
been required (for the avoidance of doubt, it is understood that no payment shall be made
pursuant to this Section 2.16(a)(iii) in respect of the imposition of any Tax other than
Indemnified Taxes).


For purposes hereof, “Indemnified Taxes” shall mean all Taxes other than (i) Taxes imposed on or
measured by the recipient’s net income (however measured, and including branch profits tax and
franchise taxes imposed in lieu of net income taxes) by a jurisdiction under the laws of which such
Lender or Transferee is organized or incorporated or in which its principal executive office or
applicable lending office is located or in which it conducts a trade or business or has a permanent
establishment (other than a trade, business or permanent establishment deemed to


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arise by virtue of the transactions contemplated by this Agreement) or is otherwise subject to such
Taxes without regard to the transactions contemplated by this Agreement, (ii) Taxes that are
attributable to any Lender’s or Transferee’s failure to comply with the requirements of Section
2.16(e) and (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement,
except (x) to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of
Assignment, to receive additional amounts from Borrowers with respect to Indemnified Taxes pursuant
to this section 2.16 or (y) if and to the extent that such Foreign Lender is an assignee pursuant
to a request by Borrower under Section 2.20; provided that this clause (iii) shall not
apply to any Tax imposed on a lender in connection with and only to the extent relating to an
interest or participation in any Loan or other obligation that such Foreign Lender was required to
acquire pursuant to Section 2.19.




          (b) The Loan Parties agree to timely pay any and all present or future stamp or documentary
taxes and any other excise or property taxes, charges or similar levies (including interest, fines
and penalties in addition to tax relating thereto) arising from any payment made under any Loan
Document or from the execution, delivery, registration or enforcement of, or otherwise with respect
to, any Loan Document (“Other Taxes”).



          (c) If any Indemnified Taxes or Other Taxes are directly asserted against the Administrative
Agent or any Lender or Transferee with respect to any payment received by the Administrative Agent
or such Lender or Transferee hereunder or under any other Loan Documents, the Administrative Agent
or such Lender or Transferee may pay such Indemnified Taxes or Other Taxes and shall promptly
notify the applicable Loan Party and the applicable Loan Party will promptly pay such additional
amounts (including any penalties or interest) as shall be necessary in order that the net amount
received by such Person after the payment of such Indemnified Taxes (including any Indemnified
Taxes imposed on such additional amount) or Other Taxes shall equal the amount such Person would
have received had such Indemnified Taxes or Other Taxes not been asserted (for the avoidance of
doubt, it is understood that no payment shall be made pursuant to this Section 2.16(c) in respect
of the imposition of any Tax other than Indemnified Taxes or Other Taxes).



          (d) If Borrowers fail to pay any Indemnified Taxes or Other Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account of the respective
Lenders or Transferees, the required receipts or other required documentary evidence, Borrowers
shall indemnify the Lenders and Transferees for any incremental Indemnified Taxes, Taxes, Other
Taxes, interest, penalties or other costs (including reasonable attorneys’ fees and expenses in
accordance with Section 9.05) that may become payable by any Lender or Transferee as a
result of any such failure. For purposes of this Section 2.16, a distribution hereunder by
the Administrative Agent to or for the account of any Lender or Transferee shall be deemed a
payment by Borrowers.



          (e) Each Lender or Transferee that is organized under the laws of a jurisdiction other than
the United States of America or any state or political subdivision thereof (each, a “Foreign
Lender”) shall, on or prior to the Closing Date (in the case of each Lender that is a party hereto
on the Closing Date) or on or prior to the date of any assignment, participation or change in the
designated lending office hereunder (in the case of a Transferee), execute and



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deliver to Borrower and the Administrative Agent (i) two or more (as Borrower or the
Administrative Agent may reasonably request) accurate and complete original signed and duly
executed copies of United States Internal Revenue Service Forms W-8ECI or W-8BEN (or successor
forms or documents), establishing that a payment to such Lender or Transferee is exempt from or
entitled to a reduced rate of withholding or deduction of Taxes or (ii) if the Lender or Transferee
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an
income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit N (any such certificate, a “Section 2.16 Certificate”) and (y) two accurate and
complete original signed and duly executed copies of Internal Revenue Service Form W-8BEN (with
respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s or
Transferor’s entitlement as of such date to a complete exemption from United States withholding tax
with respect to payments of interest to be made under this Agreement and under any Note. Each
Lender or Transferee that is not a Foreign Lender shall, on or prior to the Closing Date (in the
case of each Lender that is a party hereto on the Closing Date) or on or prior to the date of any
assignment, participation or change in the designated lending office hereunder (in the case of a
Transferee), execute and deliver to Borrower and the Administrative Agent two or more (as Borrower
or the Administrative Agent may reasonably request) accurate and complete original signed and duly
executed copies of United States Internal Revenue Service Forms W-9 (or successor forms or
documents) if such Form W-9 is required to establish that a payment to such Lender or Transferee is
exempt from withholding or deduction of Taxes. In addition, each Lender and Transferee shall upon
the obsolescence, expiration or invalidity of any form previously delivered by such Lender or
Transferee shall, to the extent legally able to do so, promptly deliver to Borrower or the
Administration Agent two new accurate and complete original signed and duly executed copies of
Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 2.16
Certificate or Form W-9, as the case may be and such other forms as may be required in order to
confirm or establish the entitlement of such Lender to a continued exemption from or reduction in
United States withholding tax with respect to payments under the Loan Documents. Each Lender and
Transferee shall promptly notify Borrower at any time it determines that it is no longer in a
position to provide any previously delivered certificate to Borrower (or any form of certification
adopted by the United States taxing authorities for such purpose).



          (f) Notwithstanding anything in this Section 2.16 to the contrary, Borrowers shall not be
required to indemnify or to pay any additional amounts to any Lender or Transferee with respect to
any Indemnified Taxes pursuant to this Section 2.16 to the extent that (i) any obligation
of Borrower or the Additional Borrower to withhold, deduct or pay amounts with respect to such
Indemnified Tax existed under generally accepted interpretation and application of the law on the
date such Lender or Transferee became a party to this Agreement or otherwise becomes a Transferee,
except to the extent that, at the time such Lender or Transferee becomes a party to this Agreement
or otherwise becomes a Transferee, such Person’s assignor was already entitled to receive
indemnification or additional amounts from a Loan Party with respect to any such Indemnified Tax
under the provisions hereunder; provided that this clause (i) shall not apply to any Indemnified
Tax imposed on a Lender or Transferee in connection with and only to the extent relating to an
interest or participation in any Loan or other obligation that such Lender or Transferee was
required to acquire pursuant to Section 2.19, (ii) such Indemnified Taxes are



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imposed solely because any Lender or Transferee fails to timely provide the forms or
certificates required by the provisions of the immediately preceding paragraph; or (iii) in the
case of a payment of a U.S. source fee (other than a fee treated as interest for U.S. federal
income tax purposes) to a Lender or Transferee described in clause (ii) of Section 2.16(e),
to the extent that such forms or certificates do not establish a complete exemption from U.S.
withholding taxes with respect to such payment. Notwithstanding anything to the contrary, it is
understood and agreed, for the avoidance of doubt, that the obligation of the Loan Parties to
indemnify for Indemnified Taxes withheld or deducted from any payment (including, without
limitation, fees) to be made by the Loan Parties hereunder and to pay additional amounts under this
Section 2.16 shall apply with respect to any and all Indemnified Taxes pursuant to the
terms of this Agreement imposed on or with respect to each Lender and Transferee as a result of a
change in law or regulation or a change in the interpretation or application thereof by any
Governmental Authority having jurisdiction over such Person occurring after the time such Person
becomes a party to this Agreement.



          (g) In the event that any Lender or Transferee determines that any event or circumstance that
will lead to a claim by it under this Section 2.16 has occurred, such Lender or Transferee
shall notify Borrower; provided that any failure to provide such notice shall in no way impair the
rights of the Administrative Agent, any Lender or any Transferee to demand and receive compensation
under this Section 2.16, except to the extent that such failure results in any penalties.



          (h) If Borrower or the Additional Borrower pays any additional amount under this Section
2.16 to a Lender or Transferee and such Lender or Transferee determines in its reasonable
discretion that it has actually realized in connection therewith a refund or any reduction of, or
credit against, its Tax liabilities (a “Tax Benefit”), such Lender or Transferee shall promptly pay
to Borrower or the Additional Borrower, as applicable (but only to the extent of indemnity payments
made, or additional amounts paid, by Borrower or the Additional Borrower, as applicable, under this
Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such
refund) an amount that the Lender or Transferee shall reasonably determine is equal to the
after-tax net benefit obtained, if any, by the Lender or Transferee as consequence of such Tax
Benefit net of all reasonable out-of-pocket expenses of such Lender or Transferee incurred in
obtaining such Tax Benefit and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such Tax Benefit); provided, however, that (i) any Lender or
Transferee may determine, in its discretion consistent with the policies of such Lender or
Transferee, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender or
Transferee as a result of a disallowance or reduction (including through the expiration of any tax
credit carryover or carryback of such Lender or Transferee that otherwise would not have expired)
of any Tax Benefit with respect to which such Lender or Transferee has made a payment to Borrower
or the Additional Borrower, as applicable, pursuant to this Section 2.16(h) shall be
treated as Tax for which Borrower or the Additional Borrower, as applicable, is obligated to
indemnify such Lender or Transferee pursuant to this Section 2.16; (iii) nothing in this
Section 2.16(h) shall require the Lender or Transferee to disclose any confidential
information to any Loan Party (including, without limitation, its tax returns); and (iv)
notwithstanding anything to the contrary, in no event will any Lender or Transferee be required to
pay any amount to Borrower or the Additional Borrower, as applicable, the payment of which would
place such Lender in a less favorable net after-tax position than such Lender would have been in if
the additional amounts giving rise to such Tax Benefits had never been paid.



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          SECTION 2.17. Indemnity. In the event any Lender shall incur any loss or expense
(including any loss (other than lost profit) or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any
portion of the principal amount of any Loan as, or to convert any portion of the principal amount
of any Loan into, a Eurodollar Loan) as a result of any conversion of a Eurodollar Loan to an ABR
Loan or repayment or prepayment of the principal amount of any Eurodollar Loan on a date other than
the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section
2.03, 2.05, 2.07, 2.14, 2.15 or 2.20 or otherwise, or
any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given
hereunder, whether by reason of any failure to satisfy a condition to such Borrowing or otherwise,
then, upon the written notice (with reasonable documentation supporting such request) of such
Lender to Borrowers (with a copy to the Administrative Agent), Borrowers shall, within ten Business
Days of their receipt thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense. Such written notice
(which shall include calculations in reasonable detail) shall in the absence of manifest error, be
conclusive and binding on Borrowers.



          SECTION 2.18. Change of Lending Office. Each Lender (or Transferee) agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.14, 2.15 or
2.16 with respect to such Lender (or Transferee), it will, if requested by Borrower, use
commercially reasonable efforts (subject to overall policy considerations of such Lender (or
Transferee)) to designate another lending office for any Loans affected by such event with the
objective of avoiding the consequences of such event; provided that such designation is made on
terms that, in the reasonable judgment of such Lender, cause such Lender and its respective lending
offices to suffer no material economic, legal or regulatory disadvantage; and provided further,
that nothing in this Section 2.18 shall affect or postpone any of the obligations of
Borrower or the Additional Borrower, as applicable, or the rights of any Lender (or Transferee)
pursuant to Sections 2.14, 2.15 and 2.16.



          SECTION 2.19. Sharing of Setoffs. Each Lender agrees that if it shall, through the
exercise of a right of banker’s lien, setoff or counterclaim against Borrower (in each case to the
extent permitted hereunder), or pursuant to a secured claim under Section 506 of Title 11 of the
United States Code or other security or interest arising from, or in lieu of, such secured claim
received by such Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loans
which at the time shall be due and payable as a result of which the unpaid principal portion of its
Loans which at the time shall be due and payable shall be proportionately less than the unpaid
principal portion of such Loans of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in such Loans, so that the aggregate unpaid principal amount of
such Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all such Loans as prior to such exercise of banker’s lien, setoff or counterclaim or
other event; provided, however, that if any such purchase or purchases or adjustments shall be made
pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the
purchase price or prices or adjustments restored without interest. Borrowers expressly consent to
the foregoing arrangements and agree that any Lender holding a participation



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in a Loan deemed to have been so purchased may exercise any and all rights of banker’s
lien, setoff or counterclaim with respect to any and all moneys owing by Borrowers to such Lender
by reason thereof as fully as if such Lender were a direct creditor directly to Borrowers in the
amount of such participation.



          SECTION 2.20. Assignment of Commitments Under Certain Circumstances. In the event
that any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or
2.15, or Borrower or the Additional Borrower shall be required to make additional payments
to any Lender under Section 2.16 (each, an “Increased Cost Lender”), then, with respect to
each such Increased Cost Lender (the “Terminated Lender”), Borrower or the Additional Borrower, as
applicable, shall have the right, but not the obligation, at its own expense, upon notice to such
Terminated Lender and the Administrative Agent, to replace such Terminated Lender with (x) another
Lender or (y) an assignee (in accordance with and subject to the restrictions contained in
Section 9.04), and such Terminated Lender hereby agrees to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in Section 9.04) all
its interests, rights and obligations under this Agreement to such other Lender or assignee;
provided, however, that no Terminated Lender shall be obligated to make any such assignment unless
(i) such assignment shall not conflict with any law or any rule, regulation or order of any
Governmental Authority and (ii) the affected Terminated Lender shall have been paid in immediately
available funds on the date of such assignment the principal of and interest accrued to the date of
payment on the Loans made by such Terminated Lender all fees and other fees owed to such Terminated
Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it
hereunder (including, the Applicable Prepayment Penalty that would be payable if such Terminated
Lender’s Loans had been repaid at such time). Each Lender agrees that, if it becomes a Terminated
Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to
evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the
assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance;
provided, however, that the failure of any Terminated Lender to execute an Assignment and
Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and
such assignment shall be recorded in the Register.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




          In order to induce the Lenders and the Administrative Agent to enter into this Agreement and
to extend credit hereunder and under the other Loan Documents on the Closing Date, Holdco and
Borrowers, jointly and severally, make the representations and warranties set forth in this
Article III (after giving effect to the Transactions) on and as of the Closing Date.



          SECTION 3.01. Organization, etc. Each Loan Party (a) is a corporation or other form
of legal entity, and each of its Subsidiaries is a corporation, partnership, limited liability
company or other form of legal entity, validly organized and existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) is duly
qualified to do business and is in good standing as a foreign corporation, foreign partnership or
foreign limited liability company (or comparable foreign qualification, if applicable, in the case
of any other form of legal entity), as the case may be, in each jurisdiction where the nature of its



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business requires such qualification, other than in such jurisdictions where the
failure to so qualify or be in good standing, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, and (c) has full power and authority
and holds all requisite governmental licenses, permits and other approvals to (i) enter into and
perform its obligations under this Agreement and each other Loan Document to which it is a party
and (ii) own or hold under lease its Property and to conduct its business substantially as
currently conducted by it.



          SECTION 3.02. Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by each Loan Party of this Agreement and each other Loan Document to which it is a
party, the borrowing of the Loans and the use of the proceeds thereof are within each Loan Party’s
corporate, partnership, limited liability company or comparable powers, as the case may be, have
been duly authorized by all necessary corporate, partnership, limited liability company or
comparable and, if required, stockholder (or comparable) action, as the case may be, and do not:




     (a) contravene the Organizational Documents of any Loan Party or any of its
Subsidiaries;




     (b) contravene any law, statute, rule or regulation binding on or affecting any Loan
Party or any of its Subsidiaries;




     (c) violate or result in a default or event of default or an acceleration of any rights
or benefits under any material indenture or agreement or other material instrument binding
upon any Loan Party or any of its Subsidiaries; or




     (d) result in, or require the creation or imposition of, any Lien on any assets of any
Loan Party or any of its Subsidiaries, other than Liens created under the Loan Documents.



          SECTION 3.03. Government Approval, Regulation, etc. No consent, authorization or
approval or other action by, and no notice to or filing with, any Governmental Authority or
regulatory body or other Person is required for the due execution, delivery or performance by
Borrowers or any other Loan Party of this Agreement or any other Loan Document, the borrowing of
the Loans and the use of the proceeds thereof, nor for the consummation of the Transactions, except
(i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to
perfect Second Priority Liens under the Security Documents and (iii) those, the failure of which to
obtain or make, would not reasonably be expected to have a Material Adverse Effect. No Loan Party
or any of its Subsidiaries is an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.



          SECTION 3.04. Validity, etc. This Agreement has been duly executed and delivered by
each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a
party will, upon the due execution and delivery thereof, constitute, the legal, valid and binding
obligation of such Loan Party enforceable in accordance with its respective terms, subject to the
effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors’ rights generally and to general principles of equity.



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          SECTION 3.05. Financial Information.



          (a) The Audited Financial Statements and Unaudited Financial Statements delivered pursuant to
Section 4.01(g), and all financial statements delivered pursuant to Sections
5.01(a) and (b), have been prepared in accordance with GAAP (except (i) with respect to
financial statements delivered pursuant to Section 5.01(a) and the Unaudited Financial Statements,
for the absence of footnotes and subject, with respect to such financial statements, to year-end
audit adjustments and (ii) with respect to financial statements delivered pursuant to Section
4.01(g), as agreed by the Administrative Agent) and present fairly and accurately, in all material
respects, the consolidated financial condition and results of operations and cash flows of Holdco
or the Acquired Business, as applicable, as of the dates and for the periods to which they relate.



          (b) Except as disclosed in the Pro Forma Financial Statements, the Audited Financial
Statements or the Unaudited Financial Statements or the notes thereto or the schedules hereto,
after giving effect to the Indebtedness hereunder incurred on the Closing Date and under the First
Lien Loan Documents and customary liabilities in respect of expenses incurred in connection with
the Transactions, as of the Closing Date there are no material liabilities of any the Loan Parties
of any kind (including, without limitation, liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives) required to be set forth on a
balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued,
contingent, absolute, determined, determinable or otherwise (except as incurred in the ordinary
course of business).



          SECTION 3.06. No Material Adverse Effect. Since the date of the latest delivered
audited financial statements (as required by Section 5.01(b)), no event or occurrence has
resulted in or would reasonably be expected to result in a Material Adverse Effect.



          SECTION 3.07. Litigation. Except as set forth on Schedule 3.07, there is no
pending or, to the knowledge of the Loan Parties, threatened litigation, action or proceeding
(including, without limitation, any existing or new litigation relating to the Transactions)
against Holdco, Borrowers, the Acquired Business or any of their respective Subsidiaries which
would reasonably be expected to have a Material Adverse Effect or which purports to affect the
legality, validity or enforceability of this Agreement or any other Loan Document or the
transactions contemplated hereby or thereby (including the Transactions).



          SECTION 3.08. Compliance with Laws and Agreements. None of the Loan Parties has
violated, is in violation of or has been given written notice of any violation of any laws (other
than Environmental Laws, which are the subject of Section 3.13), regulations or orders of
any Governmental Authority applicable to it or its property or any indenture, agreement or other
instrument binding upon it or its property, except for any violations which could not reasonably be
expected to have a Material Adverse Effect.



          SECTION 3.09. Subsidiaries. Schedule 3.09 sets forth the name of, and the
direct or indirect ownership interest of Holdco and Borrower in, each of their respective
Subsidiaries and identifies each Subsidiary that is a Loan Party, in each case as of the Closing
Date. A




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majority of the issued and outstanding Equity Interests of Holdco are owned, directly or indirectly, by Sponsor, and all of the issued and outstanding Equity Interests of Borrower are
owned directly by Holdco, in each case free and clear of Liens except as created by the Security
Documents, the First Lien Loan Documents and non-consensual Permitted Liens.



          SECTION 3.10. Ownership of Properties.



          (a) As of the Closing Date, each of Holdco, Borrower and each Subsidiary has good and valid
title to, or a valid leasehold interest in, (or, in the case of Intellectual Property, a valid
license to) all of its Property material to its business (other than irregularities or deficiencies
in title which, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect), in each case free and clear of all Liens except Permitted Liens. Except
as would not reasonably be expected to have a Material Adverse Effect, the Property of Holdco,
Borrower and the Subsidiaries, taken as a whole, (i) is in operating order, condition and repair
(ordinary wear and tear and damage by casualty excepted) and (ii) together with the Intellectual
Property provided to Borrower pursuant to the Transition Services Agreement, constitutes all of the
Property required for the business and operations of Holdco, Borrower and the Subsidiaries as
presently conducted.



          (b) (i) As of the Closing Date, no Real Property was owned by Holdco, Borrower or the
Subsidiaries, (ii) each of Holdco, Borrower and the applicable Subsidiaries has valid and
enforceable leasehold interests in the leasehold estates in all of the real property leased by it
that is used in the operations, or the business, of the Loan Parties and their Subsidiaries, which
leased real property is listed on Schedule 3.10(b) under the heading “Leased Properties”
(each, a “Leased Property”) and (iii) each of Holdco, Borrower and the applicable Subsidiaries has
good and valid and enforceable rights to use the other real property, including easements,
licenses, rights to access, rights-of-way and other real property interests, that are used in the
operations of the Loan Parties and their subsidiaries, as listed on Schedule 3.10(b) under
the heading “Other Real Property” (each an “Other Real Property”), in each case, free and clear of
all Liens of any nature whatsoever, except (a) as to Fee Property, Permitted Encumbrances and (b)
as to Leased Property, the terms and provisions of the respective Lease therefor, including,
without limitation, any matters affecting the fee title and any estate superior to the leasehold
estate related thereto. The Fee Properties, the Leased Properties and the Other Real Property
constitute, as of the Closing Date, all of the Real Property owned in fee or leased by Holdco,
Borrower and the Subsidiaries and used or held for use by Parent Guarantor, Borrower and the
Subsidiaries. No Loan Party has received written notice of pending condemnation or similar
proceedings affecting any of the Real Property and, to each Loan Party’s knowledge, no such action
is currently contemplated or threatened. No Mortgage encumbers improved Real Property that is
located in an area that has been identified by the Secretary of Housing and Urban Development as an
area having special flood hazards within the meaning of the National Flood Insurance Act of 1968
unless flood insurance available under such Act has been obtained in accordance with Section
5.04.



          (c) Except as set forth on Schedule 3.10(c), each of Holdco, Borrower and each
Subsidiary has complied with all obligations under all Leases to which it is a party, except where
the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all
such Leases are in full force and effect, except those in respect of which the failure to be in
full force and effect would not reasonably be expected to have a Material Adverse Effect.



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Except
as set forth on Schedule 3.10(c), each of Holdco, Borrower and each Subsidiary enjoys
peaceful and undisturbed possession under all such Leases, other than Leases in respect of
which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.



          SECTION 3.11. Taxes. Each of Holdco, Borrower and each Subsidiary has timely filed
all federal, foreign and all other material tax returns and reports required by law to have been
filed by it, except where the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, and all such tax returns are true and
correct, except where the failure to be so true and correct could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Each of Holdco, Borrower and
each Subsidiary has duly and timely paid all taxes and governmental charges due (whether or not
shown on any tax return), except (x) any such taxes or charges which are being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books and such contest of taxes or charges with respect to
Collateral satisfies the Contested Collateral Lien Conditions or (y) otherwise to the extent that
the failure to pay could not reasonably be expected to have a Material Adverse Effect. Each of
Holdco, Borrower and each Subsidiary has made adequate provision in accordance with GAAP for all
taxes not yet due and payable. There is no Tax assessment, deficiency or audit pending or proposed
that could reasonably be expected to, individually or in the aggregate, result in a Material
Adverse Effect. None of Holdco, Borrower or any of its Subsidiaries has ever been a party to any
understanding or arrangement constituting a “tax shelter” within the meaning of Section
6662(d)(2)(C)(iii) of the Code or within the meaning of Section 6111(c) or Section 6111(d) of the
Code as in effect immediately prior to the enactment of the American Jobs Creation Act of 2004, or
has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation
Section 1.6011-4, except as would not be reasonably expected to, individually or in the aggregate,
result in a Material Adverse Effect.



          SECTION 3.12. Pension and Welfare Plans. No ERISA Event has occurred or is reasonably
expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise
to a Lien on the assets of any Loan Party or any Subsidiary thereof. The Loan Parties,
Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable
provisions of ERISA and the Code with respect to each Plan except for failures to so comply which
would not reasonably be expected to have a Material Adverse Effect. No condition exists or event
or transaction has occurred with respect to any Plan which reasonably might result in the
incurrence by any Loan Party, any Subsidiary or any ERISA Affiliate of any liability, fine or
penalty which could reasonably be expected to have a Material Adverse Effect. The present value of
all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used
for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the
most recent financial statements reflecting such amounts, exceed the Fair Market Value of the
assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have
a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and
computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a
complete withdrawal therefrom, as of the close of the most recent fiscal year of each such
Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None
of Holdco, Borrower or any of its Subsidiaries has any contingent



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liability with respect to
post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part
6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.



          SECTION 3.13. Environmental Warranties. As of the Closing Date and, for the purpose
of such representations and warranties as may be given subsequent to the Closing Date, except as,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect:




     (a) Each of Holdco, Borrower and its Subsidiaries and each of their respective
businesses, operations, real property, facilities and assets are and in the last five years
have been in material compliance with, and Holdco, Borrower and its Subsidiaries have no
material liability under, Environmental Law.




     (b) Each of Holdco, Borrower and its Subsidiaries has obtained all Environmental
Permits that are material to, and required for, the conduct of their businesses and
operations, and the ownership, operation and use of their real property, facilities and
assets, all as currently conducted under Environmental Law, all such Environmental Permits
are valid and in good standing and, under the currently effective business plans of Holdco,
Borrower and its Subsidiaries, no material expenditures or operational adjustments will be
required during the next five years in order to renew or modify such Environmental Permits.




     (c) There has been no Release or threatened Release of Hazardous Material on, at, under
or from any real property or facility presently or formerly owned, leased or operated by
Holdco, Borrower or its Subsidiaries or any of their respective predecessors in interest
that could reasonably be expected to result in material liability to Holdco, Borrower or its
Subsidiaries under Environmental Law.




     (d) There is no material Environmental Action pending or, to the knowledge of any Loan
Party, threatened against any of Holdco, Borrower or its Subsidiaries, or relating to the
real property currently or formerly owned, leased or operated by or relating to the
operations of Holdco, Borrower or its Subsidiaries, and there are no actions, omissions,
activities, circumstances, conditions, events or incidents that could reasonably be expected
to form the basis of such an Environmental Action.




     (e) (i) None of Holdco, Borrower and its Subsidiaries is obligated to perform any
material action or otherwise incur any material expense under Environmental Law pursuant to
any written order, decree, judgment or agreement by which it is bound or has assumed by
contract or agreement, and none of Holdco, Borrower and its Subsidiaries is conducting or
financing any material Response Action pursuant to any Environmental Law with respect to any
location, (ii) all known Environmental Actions involving any of Holdco, Borrower and its
Subsidiaries or any of their real property, facilities, assets or operations have been
resolved without ongoing material obligations or costs and (iii) no circumstances exist that
could reasonably be expected to (A) form the basis of a material Environmental Action
against Holdco, Borrower or its Subsidiaries or the real property, facilities, assets or
operations of any of them or (B) cause any such real property,



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facilities, assets or operations to be subject to any material restriction on ownership,
occupancy, use or transferability under Environmental Law.




     (f) No real property or facility presently or formerly owned, or presently operated or
leased by Holdco, Borrower or its Subsidiaries or any of their respective predecessors in
interest and, to the knowledge of any Loan Party, no real property or facility formerly
operated, leased or used by Holdco, Borrower or its Subsidiaries or any of their
predecessors in interest is (i) listed or proposed for listing on the National Priorities
List promulgated pursuant to CERCLA, (ii) listed on the CERCLIS or (iii) included on any
similar list maintained by any Governmental Authority including, without limitation, any
such list relating to petroleum.




     (g) No Lien has been recorded or, to the knowledge of any Loan Party, threatened under
any Environmental Law with respect to any real property or other assets of Holdco, Borrower
or its Subsidiaries.




     (h) The execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not affect the validity or require the transfer of
any Environmental Permit held by Holdco, Borrower or its Subsidiaries under Environmental
Law, and will not require any notification, registration, filing, reporting, disclosure,
investigation, remediation or cleanup pursuant to any Environmental Real Property Disclosure
Requirement.




     (i) Holdco, Borrower and its Subsidiaries have made available to the Lead Arrangers all
material records, documents and files in the possession, custody or control of, or otherwise
reasonably available to, any of them concerning compliance with or liability under
Environmental Law.



          SECTION 3.14. Regulations T, U and X. None of Holdco, Borrower or any Subsidiary is
engaged principally, or as one of its important activities, in the business of extending credit for
the purpose of buying or carrying “margin stock” (as defined in Regulation U). No part of the
proceeds of any Loan will be used for any purpose that entails a violation of the provisions of the
regulations of the Board, including Regulation T, Regulation U and Regulation X.



          SECTION 3.15. Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projected
Financial Statements.



          (a) Neither this Agreement nor any other document, certificate or written statement, in each
case concerning any Loan Party, any Subsidiary thereof or the Acquired Business (other than general
market or economic data), furnished to the Administrative Agent or any Lender by or on behalf of
any Loan Party in connection herewith contains, as of the date prepared and taken as a whole, any
untrue statement of a material fact or omits to state any material fact necessary in order to make
the statements contained herein and therein not misleading, in light of the circumstances under
which they were made; provided that to the extent this or any such document, certificate or
statement was based upon or constitutes a forecast or projection, the Loan Parties represent only
that they acted in good faith and utilized assumptions believed by



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Borrower to be reasonable at the
time made and due care in the preparation of such document,
certificate or statement, it being understood that forecast and projections are subject to
uncertainties and contingencies and no assurance can be given that any forecast or projection will
be realized.



          (b) The Pro Forma Financial Statements delivered pursuant to Section 4.01(g) have been
prepared in good faith by the Loan Parties, based on the assumptions stated therein (which
assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be
reasonable), and present fairly in all material respects the pro forma consolidated financial
position and results of operations of Borrower as of such date and for such periods, assuming that
the Transactions had occurred at such dates, it being understood that forecasts and projections are
subject to uncertainties and contingencies and no assurance can be given that any forecast or
projection will be realized.



          (c) The Projected Financial Statements were prepared in good faith based on assumptions that
are believed by Borrower to be reasonable at the time made, and all material assumptions with
respect to the Projected Financial Statements are set forth therein. The Projected Financial
Statements present a good faith estimate of the consolidated financial information contained
therein at the date thereof, it being understood that forecast and projections are subject to
uncertainties and contingencies and no assurance can be given that any forecast or projection will
be realized.



          SECTION 3.16. Insurance. The properties of Holdco, Borrower and its Subsidiaries are
insured with insurance companies in such amounts, with such deductibles and covering such risks as
are deemed reasonable by Responsible Officers of Borrower and as otherwise required to be
maintained pursuant to the Security Documents. Such insurance (including the related insurance
policies) is in full force and effect, all premiums with respect thereto that are due and payable
have been duly paid and no Loan Party has received or is aware of any notice of violation or
cancellation thereof and each Loan Party has complied in all material respects with the
requirements of each such policy.



          SECTION 3.17. Labor Matters. Except as could not reasonably be expected to have a
Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Loan Parties
or their Subsidiaries pending or, to the knowledge of any Loan Party, threatened, (b) the hours
worked by and payments made to employees of the Loan Parties or their Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign
law dealing with such matters, and (c) all payments due from the Loan Parties or their Subsidiaries
on account of wages and employee health and welfare insurance and other benefits have been paid or
accrued as a liability on the books of the Loan Parties or their Subsidiaries.



          SECTION 3.18. Solvency. Immediately following the consummation of the Transactions to
occur on the Closing Date, (a) the fair value of the assets of the Loan Parties taken as a whole,
at a fair valuation on a going concern basis, will exceed their debts and liabilities,
subordinated, contingent or otherwise, (b) the present fair saleable value of the property of the
Loan Parties taken as a whole will be greater than the amount that will be required to pay the
probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured, (c) the Loan Parties taken as a



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whole
will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured (taking into account all available
financing options), and (d) the Loan Parties taken as a whole will not have unreasonably small
capital with which to conduct the business in which they are engaged as such business is now
conducted and is proposed to be conducted.



          SECTION 3.19. Intellectual Property



          (a) Each Loan Party and each Subsidiary thereof owns, or is licensed to use, all patents,
patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets,
proprietary information, domain names, know-how and processes necessary for the conduct of its
business as currently conducted (the “Intellectual Property”), except for those where the failure
to own or have a license to use, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. Except as could not reasonably be expected to have a
Material Adverse Effect, no claim has been asserted and is pending by any person challenging the
validity of any such Intellectual Property, nor does any Loan Party know of any valid basis for any
such claim. To each Loan Party’s knowledge, the use of such Intellectual Property by each Loan
Party and each Subsidiary thereof does not infringe, dilute, misappropriate or otherwise impair the
Intellectual Property rights of any person, except for such claims and infringements that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.



          (b) Except pursuant to licenses and other user agreements entered into by each Loan Party and
each Subsidiary thereof that are listed in Schedule 12(a) or 12(b) to the
Perfection Certificate or otherwise as could not reasonably be expected to have a Material Adverse
Effect, each Loan Party and each Subsidiary thereof owns and possesses the right to use, and has
not licensed any other Person to use, any copyright, patent or trademark (as such terms are defined
in the Security Agreement) listed in Schedule 12(a) or 12(b) to the Perfection
Certificate. Each Loan Party has taken all commercially reasonable action to maintain and protect
all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate,
including, without limitation, making timely filings and payments.



          (c) To the knowledge of Holdco and Borrower, there is no material violation by others of any
right of any Loan Party or any Subsidiary with respect to any copyright, patent or trademark listed
in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the
name of such Loan Party or Subsidiary except as may be set forth on Schedule 3.19(c).



          SECTION 3.20. Security Documents.



          (a) (i) The Security Agreement is effective to create in favor of the Collateral Agent for its
benefit and the benefit of the Secured Parties legal, valid and enforceable (subject to bankruptcy
and creditors’ rights generally) security interests in the Pledged Collateral (as defined in the
Security Agreement) and (ii) (x) when financing statements in appropriate form are filed in the
offices specified on Schedule 7 to the Perfection Certificate and (y) upon the taking of
possession or control by the Collateral Agent of any such Collateral in which a security interest
may be perfected only by possession or control (which possession or control shall be given to the
Collateral Agent to the extent possession or control by the Collateral Agent is required by the



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Security Agreement), the Security Agreement shall constitute a fully perfected Second Priority
Lien on, and security interest in, all right, title and interest of the grantors thereunder in
such Pledged Collateral (other than the Intellectual Property Collateral (as defined in the
Security Agreement)) to the extent such Lien and security interest can be perfected by the filing
of a financing statement pursuant to the UCC or by possession or control by the Collateral Agent,
in each case prior and superior in right to any other Person, other than any holder of Permitted
Liens. Without limitation to the foregoing, no consent of any Person including any other general
or limited partner, any other member of a limited liability company, any other shareholder or any
other trust beneficiary is necessary in connection with the creation, perfection or Second Priority
status of the security interest of the Collateral Agent in any Equity Interests pledged to the
Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the
exercise by the Collateral Agent of the voting or other rights provided for in the Security
Agreement or the exercise of remedies in respect thereof (other than the First Lien Collateral
Agent). Prior to the satisfaction of the Discharge Conditions, the representations made in this
Section 3.20(a) with respect to possession or control of any Collateral by the Collateral Agent
shall be deemed to refer to the possession or control of such Collateral by the First Lien
Collateral Agent (holding for the benefit of the Collateral Agent).



          (b) When the filings in clause (ii)(x) of Section 3.20(a) are made and when the
Security Agreement (or a short form security agreement substantially in the form of Exhibit 6,
Exhibit 7 or Exhibit 8, as applicable, to the Security Agreement) is filed in the United States
Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall
constitute a fully perfected Second Priority Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the
Security Agreement) in which a security interest may be perfected by such filing, recording or
registration (it being understood that subsequent recordings in the United States Patent and
Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on
registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the
Closing Date).



          (c) Each Mortgage (when such Mortgage is filed in the offices identified in the local counsel
opinion delivered with respect thereto) is effective to create, in favor of the Collateral Agent,
for the benefit of the Secured Parties, legal, valid and enforceable (subject to bankruptcy and
creditors’ rights generally) Second Priority Liens on, and security interests in, all of the Loan
Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds
thereof, subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent,
and when the Mortgages are filed in the offices specified on Schedule 3.20(c) (or, in the
case of any Mortgage executed and delivered after the date hereof in accordance with the provisions
of Sections 5.10 and 5.11, when such Mortgage is filed in the offices specified in
the local counsel opinion delivered with respect thereto in accordance with the provisions of
Sections 5.10 and 5.11), the Mortgages shall constitute fully perfected Liens on,
and security interests in, all right, title and interest of the Loan Parties in the Mortgaged
Properties and the proceeds thereof, in each case prior and superior in right to any other Person,
other than Permitted Encumbrances.



          (d) Each Security Document delivered pursuant to Sections 5.10 and 5.11 will,
upon execution and delivery thereof, be effective to create in favor of the Collateral Agent,



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for
the benefit of the Secured Parties, legal, valid and enforceable (subject to bankruptcy and
creditors’ rights generally) Second Priority Liens on, and security interests in, all of the
Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all
appropriate filings or recordings are made in the appropriate offices as may be required under
applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such
Collateral with respect to which a security interest may be perfected only by possession or control
(which such possession or control shall be given to the Collateral Agent to the extent required by
any Security Document), such Security Document will constitute a fully perfected Lien on (subject
to any exceptions set forth in such Security Document), and security interests in, all right, title
and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than
the applicable Permitted Liens. Prior to the satisfaction of the Discharge Conditions, the
representations made in this Section 3.20(d) with respect to possession or control of any
Collateral by the Collateral Agent shall be deemed to refer to the possession or control of such
Collateral by the First Lien Collateral Agent (holding for the benefit of the Collateral Agent).



          SECTION 3.21. Anti-Terrorism Laws.



          (a) None of the Loan Parties or, to the knowledge of any of the Loan Parties, any of their
Affiliates is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (the “Executive Order”), and the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”).



          (b) No Loan Party or, to the knowledge of any of the Loan Parties, any of their Affiliates or
their respective brokers or other agents acting or benefiting in any capacity in connection with
the Loans is any of the following:




     (i) a Person or entity that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;




     (ii) a Person or entity owned or controlled by, or acting for or on behalf of, any
Person or entity that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;




     (iii) a Person or entity with which any Lender is prohibited from dealing or otherwise
engaging in any transaction by any Anti-Terrorism Law;




     (iv) a Person or entity that commits, threatens or conspires to commit or supports
“terrorism” as defined in the Executive Order; or




     (v) a Person or entity that is named as a “specially designated national and blocked
person” on the most current list published by the U.S. Treasury Department Office of Foreign
Assets Control at its official website or any replacement website or other replacement
official publication of such list.



          (c) No Loan Party or, to the knowledge of any Loan Party, any of its brokers or other agents
acting in any capacity in connection with the Loans (i) knowingly conducts any business or engages
in making or receiving any contribution of funds, goods or services to or for



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the benefit of any
Person described in clause (b) above, (ii) knowingly deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant
to the Executive Order, or (iii) knowingly engages in or conspires to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of
the prohibitions set forth in any Anti-Terrorism Law.



          SECTION 3.22. Indebtedness. Other than Loans under this Agreement and the related
guarantees and the First Lien Loans and the related guarantees, Holdco, Borrower and their
respective Subsidiaries have no Indebtedness outstanding as of the Closing Date, and after giving
effect to the Transactions, except as set forth on Schedule 6.01(w).



          SECTION 3.23. No Burdensome Restrictions. None of Borrower or any of its Subsidiaries
is a party to any Contractual Obligation the compliance with one or more of which would reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect or is subject to
one or more Organizational Document restrictions that would reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect. To the knowledge of Borrower, there are no
Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance
with which by such Loan Party or such Subsidiary, as the case may be, would reasonably be expected
in the aggregate, to have a Material Adverse Effect.



          SECTION 3.24. Use of Proceeds. Borrowers will use the proceeds of the Loans to
finance the Transactions (including without limitation, to fund the purchase price (including the
repayment of the MediFax Note) and pay related fees and expenses).



ARTICLE IV




CONDITIONS




          SECTION 4.01. Closing Date. The obligations of the Lenders to make Loans on the
Closing Date are subject, at the time of the making of such Loans to satisfaction of the following
conditions on or prior to the Closing Date:




     (a) The Administrative Agent (or its counsel) shall have received from each party
hereto either (i) a counterpart of this Agreement and each Loan Document to which such
Person is a party, executed on behalf of such party or (ii) written evidence satisfactory to
the Administrative Agent (which may include facsimile transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this Agreement and each
other Loan Document to which such Person is a party. Without limitation to the foregoing,
each Guarantor shall have executed the Guarantee Agreement.




     (b) The Administrative Agent shall have received from Borrower a Closing Certificate,
dated the Closing Date and signed on behalf of Borrower by a Financial Officer of Borrower.




     (c) The Administrative Agent shall have received a certificate of the secretary or
assistant secretary of each Loan Party dated the Closing Date, certifying (i) that



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attached
thereto is a true and complete copy of each Organizational Document of such
Loan Party certified (to the extent applicable) as of a recent date by the Secretary of
State (or equivalent Governmental Authority) of the state or jurisdiction of its
organization, (ii) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and
performance of the Loan Documents to which such person is a party and, in the case of each
Borrower, the borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (iii) as to the incumbency and
specimen signature of each officer executing any Loan Document or any other document
delivered in connection herewith on behalf of such Loan Party (together with a certificate
of another officer as to the incumbency and specimen signature of the secretary or assistant
secretary executing the certificate in this clause (c)) and (iv) that there have been no
changes in the certificate of incorporation (or equivalent Organizational Document) of such
Loan Party from the certificate of incorporation (or equivalent Organizational Document)
delivered pursuant to clause (i) above.




     (d) The Administrative Agent shall have received a favorable written opinion of Paul,
Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Loan Parties.




     (e) (i) Borrower shall have received in the aggregate gross proceeds of $775,000,000
from borrowings under the First Lien Credit Agreement and the First Lien Loan Documents
shall be in form and substance reasonably satisfactory to the Lead Arrangers and (ii) the
Administrative Agent shall have received the Intercreditor Agreement, fully executed by the
parties thereto.




     (f) There shall not have occurred any change since December 31, 2005 which has had a
Closing Date Material Adverse Effect.




     (g) The Administrative Agent shall have received (i) unaudited consolidated balance
sheets and related statements of income, stockholders’ equity and cash flows of the Acquired
Business for each Fiscal Quarter of the current Fiscal Year ending more than 45 days prior
to the Closing Date, for the period from the beginning of the current Fiscal Year to the end
of such Fiscal Quarter (the “Unaudited Financial Statements”), and (ii) a pro forma
consolidated balance sheet and related statements of income for Borrower (the “Pro Forma
Financial Statements”) for the period from the beginning of the current Fiscal Year to the
end of the last Fiscal Quarter covered by the Unaudited Financial Statements and for the
latest four-quarter period ending more than 45 days prior to the Closing Date, in each case
after giving effect to the Transactions. The Unaudited Financial Statements shall be
prepared in accordance with GAAP.




     (h) The Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental approvals,
good standing certificates and bring down telegrams or facsimiles, if any, which the
Administrative Agent reasonably may have requested in connection therewith, such documents
and papers where appropriate to be certified by proper corporate or governmental
authorities.



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     (i) The Administrative Agent shall have received a certificate of the chief financial
officer of Borrower in the form of Exhibit O, confirming the solvency of the Loan
Parties on a consolidated basis after giving effect to the Transactions.




     (j) The Merger shall have been consummated or shall be consummated concurrently with
the initial funding of Loans under this Agreement in accordance with the Merger Agreement
and all other related documentation (without any amendment, modification or waiver of any
material provision which is material and adverse to the Lenders without the prior consent of
the Lead Arrangers), and the Administrative Agent shall have received a true and correct
executed copy of each Merger Document.




     (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all
documentation and other information requested by the Administrative Agent and required by
bank regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations (including without limitation, the Patriot Act), including without
limitation the information described in Section 9.18.




     (l) The Cash Equity Financing shall have been consummated in an amount of not less than
$318,850,000, which shall have been distributed by NewCo to Holdco and Holdco to wholly
owned subsidiaries of Emdeon and the Rollover in the amount of $294,320,000 shall have been
contributed to Holdco, and the Equity Financing shall have been in an aggregate amount such
that immediately after giving effect to the Transactions not less than 20% of the total
consolidated capitalization of Borrower shall be attributable to the Cash Equity Financing
and not less than 80% of the Cash Equity Financing shall have been provided by the Sponsor.
The terms and documentation of the Equity Financing shall be reasonably satisfactory to the
Lead Arrangers.




     (m) After giving effect to the Transactions, none of Holdco or its Subsidiaries shall
have outstanding any Indebtedness other than (i) the Loans and other extensions of credit
under this Agreement and the related guarantees, (ii) the First Lien Loans and the related
guarantees and (iii) the Indebtedness set forth on Schedule 6.01(w).




     (n) The Administrative Agent shall have received all Fees payable to the Administrative
Agent or any Lender on or prior to the Closing Date under the Fee Letter and all other
amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date,
including reimbursement or payment of all reasonable out-of-pocket expenses (including the
reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP and one
local counsel, if any) required to be reimbursed or paid by Borrower hereunder or under any
other Loan Document, in each case to the extent invoiced and supported by documentation.




     (o) The Collateral Agent shall have received counterparts of the Security Agreement
signed by each Loan Party and the Collateral Agent shall have received the following in form
and substance reasonably satisfactory to the Collateral Agent (provided that in the cases of
clauses (i) and (ii) below, such items shall be delivered to the First Lien Collateral
Agent, which shall act as bailee for the Collateral Agent):



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     (i) certificates representing all certificated Pledged Securities (other than
the common stock of Minnesota Medical Communication Network, LLC), together with
executed and undated stock powers and/or assignments in blank;




     (ii) all Intercompany Notes, together with executed and undated instruments of
assignment endorsed in blank;




     (iii) a copy of, or a certificate as to coverage under, the insurance policies
required by Sections 5.04(i), (ii) and (iii) and the
applicable provisions of the Security Documents, each of which shall name the
Collateral Agent, on behalf of the Secured Parties, as additional insured and loss
payee;




     (iv) appropriate financing statements or comparable documents authorized by
(and executed by, to the extent applicable) the appropriate entities in proper form
for filing under the provisions of the UCC and applicable domestic or local laws,
rules or regulations in each of the offices where such filing is necessary or
appropriate, in the Collateral Agent’s reasonable discretion, to grant to the
Collateral Agent a perfected Second Priority Lien on the Collateral, superior and
prior to the rights of all third persons other than the holders of Permitted Liens;




     (v) UCC, judgment and tax lien search reports listing all effective financing
statements or comparable documents which name any applicable Loan Party as debtor
and which are filed in those jurisdictions in which, any Loan Party is organized,
any of the Collateral is located and the jurisdictions in which any applicable Loan
Party’s principal place of business is located in the United States, together with
copies of such existing financing statements;




     (vi) evidence of the preparation for recording or filing, as applicable, of all
recordings and filings of each Security Document, including, without limitation,
with the United States Patent and Trademark Office and the United States Copyright
Office, and delivery and recordation (or authorization for recordation), if
necessary, of such other security and other documents, including, without
limitation, mortgage releases and satisfactions, UCC-3 (or other equivalent)
termination statements with respect to UCC (or other equivalent) filings that do not
constitute Permitted Liens, as may be necessary or, in the opinion of the Collateral
Agent, desirable to perfect the Liens created, or purported or intended to be
created, by such Security Documents; and




     (vii) a completed Perfection Certificate dated the Closing Date and signed on
behalf of the Loan Parties by an executive officer or Financial Officer of each Loan
Party, together with all attachments contemplated thereby, including the results of
a search of the UCC (or equivalent) filings made with respect to the Loan Parties in
the jurisdictions contemplated by the Perfection Certificate.




     (p) The Administrative Agent shall have received a Borrowing Request required by
Section 2.02.



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     (q) The representations and warranties set forth in Article III (excluding on
the Closing Date Sections 3.03, 3.05, 3.06, 3.07,
3.08, 3.09, 3.10, 3.11, 3.12, 3.13,
3.15, 3.16, 3.17, 3.19, 3.20, 3.22,
3.23 and 3.24) and in the other Loan Documents shall be true and correct in
all material respects with the same effect as if then made (unless expressly stated to
relate to an earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date).




     (r) No Default or Event of Default shall have occurred and be continuing.


The Credit Event shall be deemed to constitute a representation and warranty by Borrowers on the
date of the Credit Event that the conditions set forth in this Section 4.01 have been
satisfied.




ARTICLE V




AFFIRMATIVE COVENANTS




          Each of Holdco and Borrowers hereby, jointly and severally, covenants and agrees with the
Lenders that on or after the Closing Date and until the Commitments have expired or terminated and
the principal of and interest on each Loan and all Fees and other amounts payable hereunder or
under any other Loan Document have been paid in full (other than contingent indemnification
obligations that are not then due and payable):



          SECTION 5.01. Financial Information, Reports, Notices, etc. Borrower will furnish, or
will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any
other method reasonably acceptable to the Administrative Agent) copies of the following financial
statements, reports, notices and information:




     (a) as soon as available and in any event within 45 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal
Quarter ending March 31, 2007, (i) a consolidated balance sheet of Borrower and its
Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings
and cash flow of Borrower and its Subsidiaries for such Fiscal Quarter and for the same
period in the prior Fiscal Year and for the period commencing at the end of the previous
Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a
consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with
revenues in excess of $5 million individually (and in the aggregate with revenues in excess
of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all
material respects the financial position, results of operations and cash flows of Borrower
and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report
and management’s discussion and analysis, in a form reasonably satisfactory to the
Administrative Agent, of the financial condition and results of operations for such Fiscal
Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable
periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a
form reasonably satisfactory to the Administrative Agent setting forth statement of income
items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed
portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts
for the comparable periods in the previous Fiscal



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Year and budgeted amounts (it being understood that any such information may be
furnished in the form of a Form 10-Q);




     (b) as soon as available and in any event within (x) 120 days (or such earlier time as
Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006
(it being agreed that Borrower shall furnish unaudited management accounts in the form of a
consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal
Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries
for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the
end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower
thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its
Subsidiaries, including therein a consolidated balance sheet of Borrower and its
Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and
cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a
consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with
revenues in excess of $5 million individually (and in the aggregate with revenues in excess
of $10 million)), in each case certified (without any Impermissible Qualification) by an
independent public accounting firm reasonably acceptable to the Administrative Agent, and
concurrently with the delivery of the foregoing financial statements, (i) a narrative report
and management’s discussion and analysis, in a form reasonably satisfactory to the
Administrative Agent, of the financial condition and results of operations of Borrower for
such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts
and (ii) a management report in a form reasonably satisfactory to the Administrative Agent
setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal
Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and
budgeted amounts (it being understood that any such information may be furnished in the form
of a Form 10-K);




     (c) concurrently with the delivery of financial statements pursuant to Section
5.01(a) or (b), a Compliance Certificate containing a computation in reasonable
detail of, and showing compliance with, each of the financial ratios and restrictions
contained in the Financial Covenants and to the effect that, in making the examination
necessary for the signing of such certificate, such Financial Officers have not become aware
of any Default or Event of Default that has occurred and is continuing, or, if such
Financial Officers have become aware of such Default or Event of Default, describing such
Default or Event of Default and the steps, if any, being taken to cure it; provided that
Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending
March 31, 2007, shall not be required to include computations showing compliance with the
Financial Covenants;




     (d) as soon as practicable and in any event no later than 45 days after the end of each
Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated
budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance
sheet and related consolidated statements of projected operations and cash flow as of the
end of and for each Fiscal Quarter during such Fiscal Year);



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     (e) promptly upon receipt thereof, copies of all material written final reports
submitted to Holdco or Borrower by independent certified public accountants in collection
with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries
made by such accountants, including any final management letters submitted by such
accountants to management in connection with their annual audit;




     (f) promptly, and in any event within ten days, after becoming aware of the occurrence
of any Default or Event of Default, a statement of a Financial Officer of Borrower setting
forth reasonable details of such Default or Event of Default and the action which Borrower
has taken and proposes to take with respect thereto;




     (g) promptly, and in any event within ten Business Days, after (i) the occurrence of
any adverse development with respect to any litigation, action or proceeding against a Loan
Party or any of its Subsidiaries that, would reasonably be expected to have a Material
Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a
Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material
Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or
enforceability of any provision of this Agreement or any other Loan Document or the
transactions contemplated hereby or thereby, notice thereof and, to the extent requested by
the Administrative Agent, copies of all documentation relating thereto;




     (h) promptly after the sending or filing thereof, copies of all reports, registration
statements or other materials (including affidavits with respect to reports) which Holdco or
any of its Subsidiaries or any of their officers or directors files with the SEC or any
national securities exchange;




     (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any
of its Subsidiaries or any other Person to terminate any Pension Plan (other than a
termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any
of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in
addition to the normal contribution required for the plan year in which termination occurs
to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could
result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the
incurrence by a Loan Party of any liability, fine or penalty which would reasonably be
expected to have a Material Adverse Effect, or any increase in the contingent liability of a
Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such
contingent liability which would reasonably be expected to have a Material Adverse Effect,
notice thereof and copies of all documentation relating thereto;




     (j) upon request by the Administrative Agent, copies of: (i) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or
ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to
the extent available, the most recent actuarial valuation report for each Pension Plan;
(iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan
sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents
or governmental reports or filings relating to any Plan as the Administrative Agent shall
reasonably request;



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     (k) promptly, and in any event within five Business Days, notice of any other
development that has had a Material Adverse Effect;




     (l) promptly, from time to time, such other information respecting the condition or
operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender
through the Administrative Agent may from time to time reasonably request, subject to
confidentiality requirement imposed by law; and




     (m) with respect to each Test Period for which a Cure Right will be exercised, on the
date the financial statements pursuant to Section 5.01(a) or (b) have been,
or should have been, delivered for the applicable fiscal period, Borrower shall deliver
together with such financial statements an Officer’s Certificate of a Financial Officer of
Borrower containing a computation in reasonable detail of the applicable Event of Default
and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default
through the issuance of Permitted Cure Securities as contemplated pursuant to Section
7.04.



          SECTION 5.02. Compliance with Laws, etc. Each of Holdco and Borrower shall, and shall
cause each of their respective Subsidiaries to, comply in all respects with all applicable
Requirements of Law, except where such noncompliance, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.



          SECTION 5.03. Maintenance of Properties. Each of Holdco and Borrower shall, and shall
cause each of their respective Subsidiaries to, maintain its material properties and assets in
working order and condition, and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted at all times, except
where the failure to do so would not reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect.



          SECTION 5.04. Insurance. Each of Holdco and Borrower shall, and shall cause each of
their respective Subsidiaries to, maintain or cause to be maintained such insurance as is
reasonably prudent in the good faith judgment of Borrower with respect to its properties material
to the business of Holdco, Borrower and their respective Subsidiaries against such casualties and
contingencies and of such types and in such amounts with such deductibles as are customary in the
case of similar businesses with similar risk factors (including, without limitation, (i) commercial
general liability against claims for bodily injury, death or property damage and including the
Administrative Agent and the Collateral Agent as additional insured parties or, in the case of
property insurance, loss payee, (ii) business interruption insurance (but only to the extent that
such coverage has been obtained on the Closing Date and to the extent that Borrower determines that
such insurance is advisable) and (iii) worker’s compensation insurance as may be required by any
Requirement of Law).



          Each of Holdco and Borrower shall, and shall cause each other Loan Party to, with respect to
each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or
the Requisite Lenders may from time to time require, if at any time the area in which any
improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood
Insurance Rate Map published by the Federal Emergency Management



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Agency (or any successor agency), and otherwise comply, to the extent applicable, with
the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as
amended from time to time.



          SECTION 5.05. Books and Records; Visitation Rights; Maintenance of Ratings.



          (a) Each of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries
to, keep books and records which accurately reflect in all material respects its business affairs
and material transactions and permit the Administrative Agent or any Lender or their
representatives, at reasonable times during business hours and at reasonable intervals, to (i)
visit all of its offices, (ii) discuss its financial matters (other than privileged information)
with its officers and independent public accountant and (iii) upon the reasonable request of the
Administrative Agent, examine (and, at the expense of Borrower, photocopy extracts from) any of its
books or other corporate or partnership records (other than privileged information), in each case
at Borrower’s expense (provided that (x) as long as no Default or Event of Default has occurred and
is continuing, Borrower shall not be subject to more than one visit per year by the Administrative
Agent and shall bear the expense of such visit by the Administrative Agent, (y) the Administrative
Agent shall coordinate the timing of such visits and inspections with Borrower so as to lessen the
burden imposed on the Loan Parties and (z) a representative of Borrower shall be given the
opportunity to be present for any communication with the independent accountants).



          (b) Borrower shall use commercially reasonable efforts to continue to have this Agreement and
the Loans hereunder rated by each of Moody’s and S&P.



          SECTION 5.06. Environmental Covenant. Each of Holdco and Borrower shall, and shall
cause each of their respective Subsidiaries to:




     (a) comply in all material respects with all Environmental Laws and Environmental
Permits applicable to its operations, facilities and properties; conduct all Response
Actions required by, and in accordance with, Environmental Laws; provided that no Loan Party
shall be required to undertake any Response Action to the extent that its obligation to do
so is being contested in good faith and by proper proceedings and appropriate reserves are
being maintained with respect to such circumstances in accordance with GAAP; and keep the
Administrative Agent reasonably informed of known, potential and alleged Environmental
Liability and actions taken to address such Environmental Liability, except for such
Environmental Liability and responsive actions that could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect;




     (b) at the written request of the Administrative Agent or the Requisite Lenders, upon
their reasonable belief that Borrower has breached any representation or warranty or
covenant in this Agreement relating to Environmental Laws, which request shall specify in
reasonable detail the basis therefor, provide, at such Person’s sole cost and expense, an
environmental site assessment report (which may include where appropriate testing and
sampling, inter alia, sampling of soil and groundwater) concerning such matter,



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prepared by
an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Material and the
potential cost of any Remedial Action in connection with such Hazardous Material on, at,
under or emanating from such property pursuant to Environmental Law; provided that such
request may be made only (i) if an Event of Default has occurred and is continuing or (ii)
circumstances exist that could reasonably be expected to form the basis of an Environmental
Liability that could reasonably be expected to have a Material Adverse Effect individually
or in the aggregate with other Environmental Liabilities (in such events as are listed in
this paragraph, the environmental site assessment shall be focused upon the noncompliance or
other circumstances as applicable). If any Person fails to provide such a report within 45
days after such request was made, the Administrative Agent may order the same, and such
Person shall grant and hereby grants to the Administrative Agent and the Requisite Lenders
and their agents access to such property and specifically grants the Administrative Agent
and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of
tenants, to perform such an assessment in a reasonable manner, all at such Person’s sole
cost and expense; and




     (c) promptly, from time to time, provide such information and certifications which the
Administrative Agent may reasonably request to evidence compliance with this Section
5.06.



          SECTION 5.07. Information Regarding Collateral.



          (a) Each of Holdco and Borrower shall, and shall cause each of the other Loan Parties to,
furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change
(i) in such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive
office or any office or facility at which Collateral owned by it is located (including the
establishment of any such new office or facility), (iii) in any Loan Party’s corporate structure,
(iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification
number or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging
with or into any other entity, dissolving. liquidating, reorganizing or organizing in any other
jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any other Loan Party
to, effect or permit any change referred to in the preceding sentence unless (i) it shall have
given the Collateral Agent prior written notice of any such change and (ii) prior to or
concurrently with such change, all filings have been made under the UCC or otherwise that are
required in order for the Collateral Agent to continue at all times following such change to have a
valid, legal and perfected Second Priority security interests in all the Collateral. Each of
Holdco and Borrower shall, and shall cause each other Loan Party to, promptly notify the
Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged
or destroyed.



          (b) At the time of each delivery of annual financial statements with respect to the preceding
Fiscal Year pursuant to Section 5.01(b), Borrower shall deliver to the Administrative Agent
a certificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the
extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any changes to the
names or locations of any Loan Party or (C) any other information reasonably requested by the
Administrative Agent with respect to the Collateral or (ii) confirming that there has been no



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change in such information since the last such certificate (or, if no such certificate has
previously been delivered, since the Closing Date).



          SECTION 5.08. Existence; Conduct of Business. Each of Holdco and Borrower shall, and
shall cause each of their respective Subsidiaries to, do or cause to be done all things reasonably
necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the
rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names
material to the conduct of its business, except (other than in respect of the legal existence of
Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse
Effect; provided that nothing in this Section 5.08 shall prohibit any merger or
consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other
disposition permitted under Section 6.05.



          SECTION 5.09. Casualty and Condemnation. Each of Holdco and Borrower shall furnish to
the Administrative Agent and the Lenders prompt written notice of any casualty, Destruction or
other insured damage to any Collateral in an amount in excess of $5,000,000 or the commencement of
any action or proceeding for the Taking of any Collateral or any part thereof or interest therein
under power of eminent domain or by condemnation or similar proceeding.



          SECTION 5.10. Pledge of Additional Collateral. Subject to the terms of the
Intercreditor Agreement:



          (a) Within 45 days after the Acquisition of assets of the type that would have constituted
Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”),
each of Holdco and Borrower shall, and shall cause each other Loan Party to, take all necessary
action (if any), including the filing of appropriate financing statements under the provisions of
the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such
filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the
Security Documents, to grant to the Collateral Agent for the benefit of the Secured Parties, a
perfected Second Priority Lien, subject in each case only to Permitted Liens, in such Collateral in
each case pursuant to and to the full extent required by the Security Documents and this Agreement
(including, without limitation, satisfaction of the conditions set forth in Sections
4.01(o)). In the event that any Loan Party acquires any additional Real Property having a Fair
Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether or not the
subject of a Mortgage or other Security Documents), Holdco or Borrower shall take such actions and
execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if
applicable, or to create a new Mortgage or other Security Documents (including, without limitation,
satisfaction of the conditions set forth in Sections 4.01(o)) (unless, with respect to any
such Real Property, the Administrative Agent determines, in its reasonable discretion, that the
fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related
deliveries required by this Section 5.10(a) would be disproportionate to the benefits
expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the Administrative Agent and the
Collateral Agent and shall constitute valid and enforceable perfected Second Priority Liens subject
only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or
instruments related thereto shall be duly recorded or filed in



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such manner and in such places as
are required by law to establish, perfect, preserve and protect the Liens in favor of the
Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other
charges payable in connection therewith shall be paid in full. Such Loan
Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent
such documents as the Collateral Agent shall require to confirm the validity, perfection and
priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real
Property (including a Title Policy, a Survey and local counsel opinion (in form and substance
reasonably satisfactory to the Collateral Agent) in respect of such Mortgage). All actions taken
by the parties in connection with the pledge of Additional Collateral, including, without
limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent,
shall be for the account of Borrower, which shall pay all sums due on demand. Prior to the
satisfaction of the Discharge Conditions, the covenants made in this Section 5.11(a) to deliver any
Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to
the First Lien Collateral Agent.



          (b) With respect to any Person that is or becomes a Subsidiary of a Loan Party after the
Closing Date (excluding any Unrestricted Subsidiaries), Holdco or Borrower shall, or shall cause
the relevant Loan Party to, promptly (and in any event within 30 days after such person becomes a
Subsidiary) deliver to the Collateral Agent the certificates, if any, representing all of the
Equity Interests of such Subsidiary, together with undated stock powers or other appropriate
instruments of transfer executed and delivered in blank by a duly authorized officer of the
holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any
Loan Party together with instruments of transfer executed and delivered in blank by a duly
authorized officer of such Loan Party. Notwithstanding the foregoing, the Equity Interests
required to be delivered to the Collateral Agent pursuant to this Section 5.10(b) shall not
include any Equity Interests of a Foreign Subsidiary existing on the date hereof or created or
acquired after the Closing Date; provided that this exception shall not apply to Equity Interests
of any Subsidiary that is a first-tier controlled foreign corporation (as defined in Section 957(a)
of the Code) representing 65% of the total Equity Interests of all outstanding Equity Interests of
such Subsidiary. Prior to the satisfaction of the Discharge Conditions, the covenants made in this
Section 5.11(b) to deliver any Collateral to the Collateral Agent shall be deemed satisfied by the
delivery of such Collateral to the First Lien Collateral Agent.



          SECTION 5.11. Further Assurances. Subject to the terms of the Intercreditor
Agreement, each of Holdco and Borrower shall, and shall cause each of the other Loan Party to,
execute any and all further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents and the delivery of appropriate opinions of
counsel) that are required under any applicable Requirement of Law, or that the Administrative
Agent, the Collateral Agent or the Requisite Lenders may reasonably request, to grant, preserve,
protect or perfect the Liens created by the Security Documents or the validity or Second Priority
of any such Lien, all at the expense of the Loan Parties. The Loan Parties shall have no
obligation to perfect the Collateral Agent’s or Secured Parties’ security interest in Intellectual
Property outside of the United States. Each of Holdco and Borrower shall, and shall cause each
other Loan Party to, provide to the Collateral Agent, from time to time upon request during the
continuation of a Default, evidence reasonably satisfactory to the Collateral Agent as to the
perfection and priority of the Liens created or intended to be created by the Security Documents.



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          SECTION 5.12. Use of Proceeds. Borrowers covenant and agree that the proceeds of the
Borrowings received on the Closing Date will be used to effect the Transaction and
to pay fees and expenses payable and relating thereto and hereunder as set forth in the
Commitment Letter and the Fee Letter.



          SECTION 5.13. Payment of Taxes. Each of Holdco and Borrower shall, and shall cause
each of their respective Subsidiaries to, pay and discharge all material taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or upon any
Properties belonging to it, prior to the date on which material penalties attach thereto, and all
material lawful claims which, if unpaid, could reasonably be expected to become a Lien or charge
(other than (i) a Permitted Encumbrance on Mortgaged Property or (ii) a Permitted Lien on any other
Property) upon any Properties of Holdco, Borrower or any of their respective Subsidiaries or cause
a failure or forfeiture of title thereto; provided that (x) neither Holdco nor Borrower nor any of
their respective Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim that is being contested in good faith and by proper proceedings diligently conducted, which
proceedings have the effect of preventing the forfeiture or sale of the Property or asset that may
become subject to such Lien, if it has maintained adequate reserves with respect thereto in
accordance with and to the extent required under GAAP and (y) the failure to pay would not have a
Material Adverse Effect. Each of Holdco and Borrower shall, and shall cause each of their
respective Subsidiaries to, timely file or cause to be timely filed all material tax returns
required to be filed by it. Each of Holdco and Borrower does not intend to treat the Loans as
being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In
the event Borrower determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof.



          SECTION 5.14. Interest Rate Protection. No later than the 120th day after the Closing
Date, Borrowers shall enter into, and for a minimum of 2 years thereafter maintain, Interest Rate
Agreements with terms and conditions reasonably acceptable to the Administrative Agent that result
in at least 40% of the aggregate principal amount of the Loans and the Term Loans under the First
Lien Credit Agreement and any Refinancing Indebtedness in respect thereof being effectively subject
to a fixed or maximum interest rate reasonably acceptable to the Administrative Agent.



          SECTION 5.15. Additional Guarantors. Subject to the terms of the Intercreditor
Agreement, in the event that any direct or indirect Wholly-Owned Subsidiary (other than a Foreign
Subsidiary or Unrestricted Subsidiaries) of Borrower existing on the Closing Date has not
previously executed the Guarantee Agreement or in the event that any Person becomes a direct or
indirect Wholly-Owned Subsidiary (other than a Foreign Subsidiary or Unrestricted Subsidiaries) of
Borrower after the Closing Date, Borrower shall promptly notify the Administrative Agent of that
fact and cause such Subsidiary to promptly execute and deliver to the Administrative Agent a
counterpart of the Guarantee Agreement and execute and deliver to the Collateral Agent a joinder to
the Security Agreement and to take all such further actions and execute all such further documents
and instruments (including actions, documents and certificates comparable to those described in
Sections 4.01(o)) as may be necessary or, in the reasonable opinion of the Administrative
Agent, desirable to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, a valid and perfected Second Priority Lien on all of the Property and assets of such
Subsidiary described in, and to the extent required by, the applicable Security Documents



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and Section 5.10; provided, however, Borrower shall not be required to comply with this Section
5.15 with respect to non-Wholly Owned Subsidiary acquired in accordance with Section 6.06(m).



          SECTION 5.16. Designation of Unrestricted Subsidiaries. Borrower’s Board of Directors
may, at any time, designate any Subsidiary that is acquired or created after the Closing Date as an
Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Borrower
shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so
long as (a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary
does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of,
Borrower or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated and
(c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Borrower or any
of its Subsidiaries) through Investments permitted by, and in compliance with, Section
6.06(m), with any assets owned by such Unrestricted Subsidiary at the time of the initial
designation thereof to be treated as Investments pursuant to Section 6.06(m); provided that
at the time of the initial Investment by Borrower or any of its Subsidiaries in such Subsidiary,
Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the
Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary
for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that no Default or
Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation.
Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary that is
subsequently redesignated a Subsidiary shall be redesignated an Unrestricted Subsidiary thereafter.



          SECTION 5.17. Post-Closing Matters. Borrower shall execute and deliver the documents
and complete the task set forth on Schedule 5.17, in each case within the time limits
specified on such schedule.



ARTICLE VI




NEGATIVE COVENANTS




          Holdco and Borrowers hereby, jointly and severally, agree that they shall not, and shall not
permit any of their Subsidiaries to, directly or indirectly, so long as any of the Commitments
remain in effect or any Loan or Note remains outstanding and unpaid or any other amount is owing to
any Lender or any Agent hereunder or under any other Loan Document:



          SECTION 6.01. Indebtedness; Preferred Stock. Create, incur, assume or suffer to exist
any Indebtedness or Preferred Stock, except:




     (a) Indebtedness under the First Lien Credit Agreement in an aggregate principal amount
not to exceed Maximum First Lien Credit Agreement Amount at any one time outstanding;




     (b) Indebtedness under the Loan Documents (including any guarantees hereof);




     (c) Contingent Obligations permitted by Section 6.03;



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     (d) Indebtedness permitted by Section 6.06(b);




     (e) other Indebtedness of Borrower and the Subsidiary Guarantors in an aggregate
principal amount not to exceed $22,000,000 at any time outstanding;




     (f) Indebtedness of Borrower and its Subsidiaries in respect of Financing Leases and
Purchase Money Indebtedness of Borrower and its Subsidiaries to finance the purchase of
fixed or capital assets in an amount which shall not exceed the purchase price of the assets
purchased, and Refinancings thereof, in an aggregate principal amount not to exceed
$22,000,000 at any one time outstanding;




     (g) Indebtedness in connection with surety (or similar) bonds, letters of credit, bank
guarantees and performance bonds and other similar obligations obtained in the ordinary
course of business in connection with workers’ compensation, health, disability or other
employee benefits, environmental obligations or property, casualty or liability insurance of
Borrower and its Subsidiaries and in connection with other surety and performance bonds in
the ordinary course of business;




     (h) Indebtedness under Hedging Agreements permitted by Section 6.08;




     (i) Indebtedness consisting of promissory notes issued to current or former directors,
consultants, managers, officers and employees (including, “employees” as defined in Section
6.11(c)) or former employees of Holdco, Borrower or any Subsidiary or their spouses or
estates to purchase or redeem Equity Interests of Holdco which promissory notes are issued
in accordance with Section 6.11(c);




     (j) Indebtedness arising from agreements providing for indemnification, adjustment of
purchase price or similar obligations in connection with Acquisitions or dispositions of any
business, assets or Subsidiary of Borrower, other than Indebtedness incurred for the purpose
of financing any such Acquisition;




     (k) Indebtedness and cash management obligations in respect of netting services and
otherwise in connection with cash management deposit accounts; provided that such
Indebtedness and obligations remain outstanding for not more than ten Business Days;




     (l) Subordinated Indebtedness of Holdco to its Parent in an aggregate principal amount
not to exceed the amount of Dividend Payments that Borrower would be permitted to make to
Holdco pursuant to Section 6.11; provided that Borrower shall be deemed to have made
Dividend Payments under Section 6.11 equal to the amount of Indebtedness so
incurred;




     (m) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in
either case, becomes a Subsidiary of Borrower after the Closing Date as the result of a
Permitted Acquisition, in an aggregate amount not to exceed, at the time of such incurrence,
the greater of (x) $60,000,000 and (y) 3.75% of Consolidated Total Assets of the Borrower at
any one time outstanding, provided that (x) such Indebtedness existed at the time such
Person became a Subsidiary or at the time such assets were acquired and, in



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each case, was not created in anticipation thereof and (y) such Indebtedness is not
guaranteed in any respect by Holdco, Borrower or any Subsidiary (other than by any Person so
acquired);




     (n) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business or other cash management services in the ordinary course of business;




     (o) all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in paragraphs (a)
through (n) above;




     (p) Indebtedness in respect of deferred compensation to employees of Borrower incurred
in the ordinary course of business;




     (q) Indebtedness representing the Minimum Cash Balance (as such term is defined in the
Merger Agreement);




     (r) intercompany Indebtedness among the Loan Parties;




     (s) Borrower may and its Subsidiaries may issue any preferred stock or other preferred
Equity Interests, that is (i) non-cash pay Preferred Stock of Borrower, issued to Holdco and
pledged pursuant to the Security Agreement or (ii) preferred stock or other preferred Equity
Interests of a Subsidiary, issued to a Loan Party and pledged pursuant to the Security
Agreement;




     (t) Subordinated Indebtedness in an aggregate amount not to exceed $200,000,000 at any
one time outstanding, so long as after giving effect to the incurrence on a Pro Forma Basis,
Borrower shall be in compliance with all covenants set forth in Section 6.09 as of
the most recent Test Period;




     (u) Indebtedness consisting of Attributable Indebtedness so long as after giving effect
to the incurrence on a Pro Forma Basis, Borrower shall be in compliance with all covenants
set forth in Section 6.09 as of the most recent Test Period;




     (v) earnout obligations and working capital adjustments under the LLC Agreement or in
connection with any Permitted Acquisitions; and




     (w) Indebtedness existing on the Closing Date as set forth in Schedule 6.01(w).



          Holdco and Borrower hereby agree that they shall not, and shall not permit any of their
Subsidiaries to, designate, or permit or suffer to exist the designation of, any Indebtedness or
other obligation (other than the Secured Obligations and the First Lien Obligations) as “Designated
Senior Indebtedness” (or any comparable designation that confers upon the holders of such
Indebtedness or other obligation (or any Person acting on their behalf) the right to initiate



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payment blockage periods) under any Contractual Obligation to which Holdco, Borrower and/or
any Subsidiary is bound.



          SECTION 6.02. Liens. Create, incur, assume or suffer to exist any Lien upon any of
its Property, income or profits, whether now owned or hereafter acquired, except:




     (a) Liens for taxes, assessments or other governmental charges not yet more than 30
days delinquent or which are being contested in good faith and by appropriate proceedings if
(i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower
or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) all such
Liens, individually and in the aggregate, are not reasonably expected to have a Material
Adverse Effect;




     (b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or
other like Liens arising in the ordinary course of business in respect of obligations which
are not yet delinquent or which are bonded or which are being contested in good faith and by
appropriate proceedings if (i) adequate reserves with respect thereto are maintained on the
books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with
GAAP and (ii) such Liens do not, in the aggregate, materially impair the use of the Property
of Holdco, Borrower and the Subsidiaries, taken as a whole, in the operation of their
business;




     (c) pledges or deposits made and Liens arising in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other social security
legislation or other similar insurance;




     (d) deposits to secure the performance of bids, tenders, trade or government contracts,
leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature (in each case, other than for borrowed money) incurred in
the ordinary course of business, deposits and/or escrow accounts in respect of divestitures
that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to
the extent such amounts are so delinquent, such amounts are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted if (i) adequate
reserves with respect thereto are maintained on the books of Holdco, Borrower or the
relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any
such Lien against any of the Collateral, to the extent such Liens are not imposed by law,
such Lien shall in no event encumber any Collateral other than cash and Cash Equivalents;




     (e) easements (including, without limitation, reciprocal easement agreements),
rights-of-way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, minor encroachments, and other similar minor encumbrances
defects or irregularities in title which do not, individually or in the aggregate materially
detract from the value or marketability of the Real Property to which it relates or,
individually or in the aggregate, materially interfere with or adversely affect in any
material respect the ordinary conduct of the business of Borrower and its Subsidiaries on
the



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Real Property subject thereto or which are set forth in the title insurance policy
delivered with respect to the Mortgaged Properties;




     (f) Liens securing the Secured Obligations;




     (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no
such Lien incurred in connection with such Indebtedness shall extend to or cover other
Property other than the respective Property so acquired (except that individual financings
of equipment provided by a single lender may be cross-collateralized to other financings of
equipment provided solely by such lender) and proceeds thereof, and the principal amount of
Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of
acquiring, constructing or improving such fixed or capital assets, including transaction
costs incurred in connection therewith or (B) the original purchase price of such property;




     (h) Liens existing on the Closing Date after giving effect to the consummation of the
Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement
or substitute therefor; provided that (i) no such Lien shall extend to or cover other
Property of any Loan Party other than the respective Property encumbered by such Lien on the
Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure
Indebtedness in an aggregate amount greater than the amount secured by the replaced or
substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the
Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the
applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing
Date pursuant the definition thereof;




     (i) Liens on documents of title and the property covered thereby securing Indebtedness
in respect of commercial letters of credit;




     (j) mortgages, liens, security interests, restrictions, encumbrances or any other
matters of record that have been placed by any developer, landlord or other third party on
property over which Borrower or any Subsidiary has easement rights or on any Leased Property
and subordination or similar agreements relating thereto and (ii) any condemnation or
eminent domain proceedings affecting any Real Property;




     (k) leases or subleases or licenses or sublicenses with respect to the assets or
properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course
of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting
Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by
the Security Documents and, in the case of any lease or sublease entered into after the
Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered
into in compliance with the provisions of the applicable Mortgage and (ii) do not,
individually or in the aggregate, (A) interfere in any material respect with the ordinary
conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for
its intended purposes) or the value of the assets or property subject thereto;



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     (l) Liens on goods (and proceeds thereof) financed with drawings under commercial
letters of credit securing reimbursement obligations in respect of such commercial letters
of credit (other than letters of credit issued in contravention of this Agreement);




     (m) interests of lessors under leases, operating leases, subleases and UCC financing
statements in respect thereof;




     (n) interests of a licensor or lessor under a license or sublicense agreement or lease;




     (o) precautionary UCC financing statements filed against a Loan Party as lessee or
sublessee or consignee;




     (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not
to exceed $5.0 million and (ii) Section 6.01 (m);




     (q) judgment Liens with respect to judgments that do not otherwise result in or cause
an Event of Default under Section 7.01(f);




     (r) Liens in favor of customs and revenues authorities securing payment of custom
duties in connection with the import of goods;




     (s) Liens granted on the Collateral to secure Indebtedness permitted pursuant to
Section 6.01(a); provided that such Liens are in accordance with the terms of the
Intercreditor Agreement




     (t) Liens against the landlord’s interest in any Real Property with respect to which
any Loan Party holds an interest pursuant to a Lease; provided, however, that (i) the
landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject
to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have
entered into a non-disturbance agreement in form and substance reasonably acceptable to the
Collateral Agent, except to the extent that after using commercially reasonable efforts to
do so the Loan Parties and such lienholder were unable to enter such an agreement;




     (u) (i) banker’s liens and rights of setoff relating to deposit accounts or that
otherwise arise under Article 4 of the UCC on items in connection (and documents and
proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business
or (iii) Liens arising as a matter of law relating to purchase orders and other agreements
entered into with customers of Borrower or any Subsidiary in the ordinary course of
business;




     (v) (i) deposits securing liability to insurance carriers under insurance or
self-insurance arrangements in respect of such obligations and (ii) pledges and deposits
securing liability for reimbursement or indemnification obligations of (including
obligations in



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respect of letters of credit or bank guarantees for the benefit of) insurance carriers
providing property, casualty or liability insurance to Borrower or any Subsidiary;




     (w) any Lien existing on any property or asset prior to the acquisition thereof by
Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary;
provided that (i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall
not apply to any other property or assets of Borrower or any Subsidiary (other than proceeds
and after acquired property of any acquired Subsidiary to the extent required by the terms
of any Indebtedness assumed in such acquisition and permitted pursuant to Section
6.10(n) and (iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the case may be
and extensions, renewals, refinancings and replacements thereof that do not increase the
outstanding principal amount thereof (other than by an amount not in excess of fees and
expenses, including premium and defeasance costs, associated therewith) or result in a
decreased average weighted life thereof;




     (x) Liens solely on any cash earnest money deposits made by Borrower or any of the
Subsidiaries in connection with any letter of intent or purchase agreement permitted
hereunder;




     (y) Liens on securities that are the subject of repurchase agreements constituting
Investments permitted under Section 6.06;




     (z) Liens granted by any Subsidiary that is not a Loan Party in favor of Borrower or
any other Loan Party in respect of Indebtedness owed by such Subsidiary; and




     (aa) Liens securing Indebtedness or other obligations in an aggregate amount not to
exceed $22,000,000 at any one time;


provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any
Securities Collateral (as defined in the Security Agreement), other than Liens granted pursuant to
the Security Documents or, subject to the Intercreditor Agreement, to secure the First Lien
Obligations.




          SECTION 6.03. Contingent Obligations. Create, incur, assume or suffer to exist any
Contingent Obligation, except:




     (a) Contingent Obligations pursuant to the Guarantee Agreement, the First Lien Loan
Documents and the other Transaction Documents;




     (b) Contingent Obligations to the extent considered Indebtedness permitted by
Section 6.01;




     (c) Contingent Obligations of Borrower or any Subsidiary Guarantor with respect to
obligations of Borrower or any Subsidiary Guarantor otherwise permitted hereunder; provided
that, in each case, if the primary obligation being guaranteed is subordinated



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to the Loans or the Guarantee Agreement (or the obligations thereunder), such
guarantees are subordinated to the Loans or the Guarantee Agreement (and the obligation
thereunder) on substantially the same basis as such primary obligation is subordinated;




     (d) Contingent Obligations pursuant to guarantees under leases;




     (e) Contingent Obligations in connection with workers’ compensation obligations, and in
connection with performance, surety and appeal bonds, and similar obligations incurred in
the ordinary course of business of Borrower and the Subsidiaries;




     (f) Hedging Agreements permitted by Section 6.08 or otherwise entered into in
the ordinary course of business to hedge obligations and not for speculative purposes;




     (g) Contingent Obligations to the extent permitted by Section 6.01(j);




     (h) endorsements for collection in the ordinary course of business; and




     (i) Contingent Obligations of Holdco permitted by Section 6.14(iii).



          SECTION 6.04. Fundamental Changes. Enter into any merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
except:




     (a) for the transactions otherwise permitted pursuant to Section 6.05(b) or
(f) or pursuant to Section 6.06;




     (b) any Subsidiary may be merged with and into Borrower or any Subsidiary; provided
that (i) in the case of any merger or consolidation involving Borrower, Borrower is the
surviving Person, (ii) in the case of any merger not involving Borrower but involving a
Subsidiary Guarantor, a Subsidiary Guarantor is the surviving Person, (iii) in the case of a
merger of two Subsidiaries, if either Subsidiary was a Wholly Owned Subsidiary, the
surviving Person remains a Wholly Owned Subsidiary of Borrower, (iv) so long as the
Additional Borrower has any Loans outstanding, it may only merge or consolidate with
Borrower (provided such merger or consolidation is in compliance with clause (i) above) and
(v) subject to the requirements of (i) above in the case of Borrower, any Subsidiary may
merge or consolidate with any other Person in order to effect a Permitted Acquisition;




     (c) any Subsidiary of Borrower may be liquidated or dissolved; provided that the assets
of such Subsidiary that are distributed as part of such liquidation or dissolution are
distributed to a Loan Party; and




     (d) any Asset Sale permitted by Section 6.05(f) may be effected through the
merger of a Subsidiary of Borrower with a third party;


provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions
necessary or reasonably requested by the Administrative Agent or the Collateral Agent to maintain
the perfection of (or to perfect, as the case may be), protect and preserve the Liens on the


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Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply
with the provisions of Section 5.10 to the extent applicable.




          SECTION 6.05. Sale of Assets. Convey, sell, lease (other than a lease or sublease of
real property), assign, transfer or otherwise dispose of (including through a transaction of merger
or consolidation of any Subsidiary) any of its property, business or assets (including, without
limitation, other payments and receivables but excluding leasehold interests), whether now owned or
hereafter acquired, except:




     (a) sales or other dispositions of inventory in the ordinary course of business;




     (b) that Borrower or any Subsidiary may sell, lease, transfer, or otherwise dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to, and any Subsidiary
may merge with and into, Borrower or a Subsidiary (subject to the requirements of Section
6.04(b)), and Borrower or any Subsidiary may sell or otherwise dispose of, or part
with control of any or all of, the Equity Interests of any Subsidiary to Borrower or a
Subsidiary; provided that (i) all actions necessary or reasonably requested by the
Administrative Agent or the Collateral Agent shall be taken by the appropriate Loan Parties
to maintain the perfection of (or perfect, as the case may be), protect and preserve the
Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents
and (ii) in the case of a sale of Equity Interests of a Subsidiary, (x) if such Subsidiary
was a Subsidiary Guarantor, such Subsidiary remains a Subsidiary Guarantor and (y) if such
Equity Interests were owned by a Subsidiary Guarantor, then the Person purchasing such
Equity Interests shall be a Loan Party;




     (c) leases of Fee Properties and other real, personal and mixed property;




     (d) any Taking or Destruction affecting any property or assets subject, however, to the
first proviso set forth in clause (c) of the definition of Net Proceeds;




     (e) the sale or other disposition of any property or assets (whether tangible or
intangible) that, in the reasonable judgment of Borrower has become uneconomic, obsolete or
worn out or is no longer used in the business of Borrower and its Subsidiaries, or the
trade-in of equipment for other equipment;




     (f) any other sale or disposition of any interest in property or assets subject,
however, to the first proviso set forth in clause (b) of the definition of “Net Proceeds”;
provided that the aggregate amount of Net Proceeds from such sales or dispositions shall not
exceed the greater of $100,000,000 and (y) 7% of the Consolidated Total Assets from and
after the Closing Date;




     (g) Subsidiaries may (x) be dissolved in accordance with Section 6.04 and (y)
make Dividends Payments in accordance with Section 6.11;




     (h) Investments permitted by Section 6.06;




     (i) licenses or sublicenses by Borrower or any Subsidiary of software, Intellectual
Property and general intangible and leases, licenses or subleases of other property



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in the ordinary course of business and which do not materially interfere with the
business of Borrower or any of its Subsidiaries;




     (j) any disposition or dispositions permitted by Section 6.18 in connection
with a Sale and Leaseback Transaction;




     (k) discounts or forgiveness of accounts receivable in the ordinary course of business
or in connection with collection or compromise thereof; and




     (l) any sale or disposition of cash or Cash Equivalents;


provided that all sales, transfers, leases and other dispositions pursuant to clause (f) shall be
made for Fair Market Value and for at least 75% cash consideration (including for purposes of this
calculation as cash consideration the amount of any liabilities (other than subordinated
liabilities) assumed from Holdco or any of its Subsidiaries by a purchaser or other transferee.




          SECTION 6.06. Investments. Make any Investment in (including, without limitation, any
Acquisition of all or any substantial portion of the assets, and any Acquisition of a business or a
product line, of other companies), any Person (except to the extent expressly permitted by
Section 6.03 or 6.07), except:




     (a) loans, advances or Indebtedness permitted by Sections 6.01(c), (d)
and (m);




     (b) Investments (i) by Borrower or any Subsidiary in Borrower or any Loan Party, (ii)
by Holdco in Borrower and (iii) by any Non-Guarantor Subsidiary in any other Non-Guarantor
Subsidiary; provided that to the extent that any Investment in the form of a loan or advance
is evidenced by the Intercompany Note, such Intercompany Note shall be pledged by such Loan
Party as Collateral pursuant to the Security Documents;




     (c) Borrower and its Subsidiaries may invest in, acquire and hold Cash Equivalents;




     (d) Borrower and each Subsidiary Guarantor may acquire and hold receivables owing to
it, if created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms; provided that nothing in this clause (d) shall
prevent Borrower or any of its Subsidiaries from offering such concessionary trade terms, or
from receiving such investments, in connection with the bankruptcy or reorganization of
their respective suppliers or customers or the settlement of disputes with such customers or
suppliers arising in the ordinary course of business, as management deems reasonable in the
circumstances;




     (e) Borrower or any Subsidiary may make travel and entertainment advances and
relocation and other loans and advances in the ordinary course of business to officers and
employees of Borrower or any of its Subsidiaries; provided that the aggregate principal
amount of all such loans and advances (other than payroll advances in the ordinary course of
business) outstanding at any one time shall not exceed $10,000,000 at any one time
outstanding;



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     (f) other Investments by Borrower or any Subsidiary not exceeding $20,000,000 in the
aggregate outstanding at any time (without giving effect to any write-ups, write-downs or
write-offs thereof, but net of any cash returns of capital, cash dividends and cash
distributions received by Borrower or any Subsidiary in respect thereof); provided, however,
that at the time of making any such Investments no Default or Event of Default shall exist
or would arise therefrom;




     (g) transactions effected in accordance with Section 6.05;




     (h) Investments existing as of Closing Date and set forth on Schedule 6.06(h)
and modifications or replacements thereof;




     (i) Borrower or any Subsidiary may make any Investment; provided that (i) Section
6.14 would not be contravened thereby and (ii) such Investment is funded solely by the
issuance of Equity Issuances or from the proceeds of an issuance of Equity Issuances within
180 days;




     (j) loans and advances to directors, employees and officers of Borrower and its
Subsidiaries for purposes of purchasing from Holdco newly issued Equity Interests (other
than Disqualified Capital Stock) of Holdco to the extent such transactions are consummated
on a cashless basis;




     (k) Investments received as the non-cash portion of the consideration in connection
with a disposition of property, business or assets permitted by Section 6.05 as
contemplated by, and in accordance with, the proviso appearing at the end of that Section;




     (l) to the extent constituting Investments, the Transactions;




     (m) Investments in Permitted Acquisitions; provided that the aggregate amount of such
Investments in non Wholly-Owned Subsidiaries that do not become Loan Parties shall not
exceed $45,000,000 in the aggregate;




     (n) Contingent Obligations by Borrower or any Subsidiary of Indebtedness permitted by
Section 6.01 or of operating leases or other leases;




     (o) Investments resulting from pledges and deposits referred to herein in Sections
6.02(c), (d) and (v);




     (p) Hedging Agreements with Qualified Counterparties;




     (q) loans and advances to Holdco in lieu of, and not in excess of the amount of (after
giving effect to any other loans, advances or Dividend Payments in respect thereof) Dividend
Payments to the extent permitted to be made to Holdco in accordance with Sections
6.11(a) and (c) (which loans and advances shall be treated as Dividend Payments
for purposes of determining compliance with Sections 6.11(a) and (c)) and
Holdco may make to the holders of its Equity Interest loans and advances described in this
clause (q);



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     (r) guarantees constituting Indebtedness permitted under Section 6.01 and
guarantees of leases that do not constitute Indebtedness;




     (s) Investments in joint ventures established after the Closing Date in an aggregate
amount not to exceed $22,000,000; and




     (t) Investment by any Loan Party in any Non-Guarantor Subsidiary in an aggregate amount
not to exceed $18,000,000.



          SECTION 6.07. [RESERVED].



          SECTION 6.08. Hedging Agreements. Enter into, create, incur, assume or suffer to
exist any Hedging Agreements or obligations in respect thereof except in the ordinary course of
business for non-speculative purposes or pursuant to Section 5.14.



          SECTION 6.09. Financial Covenants.



          (a) Total Leverage Ratio. At the end of any Test Period ending on any date during any
period set forth below, permit the Total Leverage Ratio to be greater than the ratio set forth
below opposite such period:



	 	 	 
	Period	 	Total Leverage Ratio
	January 1, 2007 to March 31, 2007

	 	7.50 to 1.0
	April 1, 2007 to June 30, 2007

	 	7.50 to 1.0
	July 1, 2007 to September 30, 2007

	 	7.50 to 1.0
	October 1, 2007 to December 31, 2007

	 	7.50 to 1.0
	January 1, 2008 to March 31, 2008

	 	7.25 to 1.0
	April 1, 2008 to June 30, 2008

	 	7.00 to 1.0
	July 1, 2008 to September 30, 2008

	 	6.75 to 1.0
	October 1, 2008 to December 31, 2008

	 	6.50 to 1.0
	January 1, 2009 to March 31, 2009

	 	6.25 to 1.0
	April 1, 2009 to June 30, 2009

	 	6.25 to 1.0
	July 1, 2009 to September 30, 2009

	 	6.00 to 1.0
	October 1, 2009 to December 31, 2009

	 	5.50 to 1.0
	January 1, 2010 to March 31, 2010

	 	5.50 to 1.0
	April 1, 2010 to June 30, 2010

	 	5.25 to 1.0
	July 1, 2010 to September 30, 2010

	 	5.00 to 1.0
	October 1, 2010 to December 31, 2010

	 	4.75 to 1.0
	January 1, 2011 to March 31, 2011

	 	4.75 to 1.0
	April 1, 2011 to June 30, 2011

	 	4.50 to 1.0
	July 1, 2011 to September 30, 2011

	 	4.25 to 1.0
	October 1, 2011 to December 31, 2011

	 	4.00 to 1.0






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	Period	 	Total Leverage Ratio
	January 1, 2012 to March 31, 2012

	 	4.00 to 1.0
	April 1, 2012 to June 30, 2012

	 	4.00 to 1.0
	July 1, 2012 to September 30, 2012

	 	4.00 to 1.0
	October 1, 2012 to December 31, 2012

	 	4.00 to 1.0
	Thereafter
	 	4.00 to 1.0






          (b) Interest Coverage. For any Test Period ending on the dates or during any period
set forth below (as applicable), permit the Consolidated Interest Coverage Ratio to be less than
the ratio set forth below opposite such period:



	 	 	 
	 	 	Consolidated Interest
	Period	 	Coverage Ratio
	January 1, 2007 to March 31, 2007

	 	1.50 to 1.0
	April 1, 2007 to June 30, 2007

	 	1.50 to 1.0
	July 1, 2007 to September 30, 2007

	 	1.50 to 1.0
	October 1, 2007 to December 31, 2007

	 	1.50 to 1.0
	January 1, 2008 to March 31, 2008

	 	1.50 to 1.0
	April 1, 2008 to June 30, 2008

	 	1.50 to 1.0
	July 1, 2008 to September 30, 2008

	 	1.60 to 1.0
	October 1, 2008 to December 31, 2008

	 	1.70 to 1.0
	January 1, 2009 to March 31, 2009

	 	1.70 to 1.0
	April 1, 2009 to June 30, 2009

	 	1.70 to 1.0
	July 1, 2009 to September 30, 2009

	 	1.85 to 1.0
	October 1, 2009 to December 31, 2009

	 	2.00 to 1.0
	January 1, 2010 to March 31, 2010

	 	2.00 to 1.0
	April 1, 2010 to June 30, 2010

	 	2.10 to 1.0
	July 1, 2010 to September 30, 2010

	 	2.20 to 1.0
	October 1, 2010 to December 31, 2010

	 	2.30 to 1.0
	January 1, 2011 to March 31, 2011

	 	2.40 to 1.0
	April 1, 2011 to June 30, 2011

	 	2.50 to 1.0
	July 1, 2011 to September 30, 2011

	 	2.60 to 1.0
	 
	 	 
	October 1, 2011 to December 31, 2011

	 	2.75 to 1.0
	January 1, 2012 to March 31, 2012

	 	2.75 to 1.0
	April 1, 2012 to June 30, 2012

	 	2.75 to 1.0
	July 1, 2012 to September 30, 2012

	 	2.75 to 1.0
	October 1, 2012 to December 31, 2012

	 	2.75 to 1.0
	January 1, 2013 to the Final
Maturity Date
	 	2.75 to 1.0






          SECTION 6.10. Clauses Restricting Subsidiary Distributions. Enter into or suffer to
exist or become effective any consensual encumbrance or restriction on the ability of any
Subsidiary, directly or indirectly, to (a) make Dividend Payments in respect of any Equity
Interests of such Subsidiary held by, or pay any Indebtedness owed to, a Loan Party, (b) make loans



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or advances to, or other Investments in, a Loan Party or (c) transfer any of its assets to a
Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any
restrictions existing under the Loan Documents or the First Lien Loan Documents, (ii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered
into in connection with the disposition of all or substantially all of (A) the Equity Interests of
such Subsidiary held by Holdco, Borrower or any of their Subsidiaries or (B) the assets of such
Subsidiary, (iii) provisions restricting assignments or sublets of any lease or other agreement
entered into in the ordinary course of business, (iv) restrictions under Permitted Liens, (v)
customary restrictions contained in an agreement related to the sale of such property that limit
the transfer of such property pending the consummation of such sale and (vi) any restriction on a
Subsidiary existing prior to such Subsidiary becoming a Subsidiary of Borrower (and that was not
created in anticipation thereof or connection therewith).



          SECTION 6.11. Dividends. Declare, make or pay any Dividend Payments on any shares of
any class of Equity Interests, either directly or indirectly, except that:




     (a) Subsidiaries of Holdco may pay Dividend Payments pro rata to the holders of their
Equity Interests (giving effect to relative preferences and priorities);




     (b) each of Borrower, Holdco and any of its Subsidiaries may pay or make Dividend
Payments or distributions to any holder of its Equity Interests in the form of additional
 shares of Equity Interests of the same class and type; provided that in the case of
Subsidiaries, such Dividend Payments or distributions are made to the holders of such Equity
Interests on a pro rata basis;




     (c) Borrower may make Dividend Payments to Holdco so long as the proceeds thereof shall
ultimately be used by Holdco (and Holdco shall be entitled) to repurchase shares of Equity
Interests of Holdco or its parent companies owned by former, present or future employees,
officers and directors of Holdco, Borrower or any Subsidiary or their assigns, estates and
heirs; provided that the aggregate amount of Dividend Payments made by Borrower pursuant to
this paragraph (c) shall not in the aggregate exceed the sum of (i) $25,000,000 during the
term of this Agreement plus (ii) the amount of net cash proceeds received by or contributed
to Borrower from the issuance and sale of Equity Interests of Holdco or Borrower, to
officers, directors or employees of Holdco or any Subsidiary (it being understood that the
discharge of any Indebtedness owing from any officer, director or employee to Holdco or
Borrower in exchange for the redemption of Equity Interests owned by such officer, director
or employee shall not constitute a Dividend Payment) plus (iii) the proceeds of any key man
life insurance policies; provided, however, that for the avoidance of doubt, an “employee”
shall include each person who would be so classified but for such person’s holding an Equity
Interest;




     (d) (i) to the extent actually used by such parent to pay such taxes, costs and
expenses, Holdco may make payments to or on behalf of its parent in an amount sufficient to
pay franchise taxes and other fees required to maintain the legal existence of Holdco and
(ii) Holdco may make payments to or on behalf of its parent in an amount sufficient to pay
out-of-pocket legal, accounting and filing costs and other expenses and liabilities in the
nature of overhead in the ordinary course of business of such parent, in



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the case of clause (ii) in an aggregate amount not to exceed such $1,000,000 in any
Fiscal Year;




     (e) (i) Borrower may distribute amounts equal to Permitted Tax Distributions to Holdco,
so long as Holdco uses funds therefrom to pay its taxes or applies such funds in accordance
with the following clause (ii), and (ii) Holdco may make Permitted Tax Distributions to the
holders of its Equity Interest;




     (f) to the extent constituting Dividend Payments, the transactions permitted by
Section 6.12; and




     (g) provided no Event of Default is continuing or would result therefrom, Borrower may
make Dividend Payments to Holdco and Holdco may make Dividend Payments to the holders of its
Equity Interest in an aggregate amount not to exceed (x) $30,000,000, so long as the Total
Leverage Ratio before and after giving effect to such Dividend Payment is less than or equal
to 4.00 to 1.00 and (y) $60,000,000, so long as the Total Leverage Ratio before and after
giving effect to such Dividend Payment is less than or equal to 3.00 to 1.00; and




     (h) provided no Event of Default is continuing or would result therefrom, Borrower may
make Dividend Payments to Holdco and Holdco may make Dividend Payments to the holders of its
Equity Interest in an aggregate amount not to exceed $18,000,000.



          SECTION 6.12. Transactions with Affiliates. Enter into, or permit any of their
Subsidiaries to enter into, any transaction, including, without limitation, any purchase, sale,
lease or exchange of property or the rendering of any service, with any Affiliate except for
transactions which are otherwise permitted under this Agreement and which are upon fair and
reasonable terms no less favorable to Holdco, Borrower or such Subsidiary than it would obtain in a
hypothetical comparable arm’s length transaction with a Person not an Affiliate; provided that
nothing in this Section 6.12 shall prohibit Holdco, Borrower or any Subsidiary from engaging in the
following transactions:




     (a) transactions between or among Loan Parties;




     (b) the performance of Borrower’s or any Subsidiary’s obligations under any employment
contract, collective bargaining agreement, employee benefit plan, related trust agreement or
any other similar arrangement heretofore or hereafter entered into in the ordinary course of
business;




     (c) the payment of fees, compensation and other benefits to, and indemnity and
reimbursement provided on behalf of, employees, officers, directors or consultants of
Holdco, Borrower or any Subsidiary in the ordinary course of business;




     (d) the maintenance of benefit programs or arrangements for employees, officers or
directors, including, without limitation, vacation plans, health and life insurance plans,
deferred compensation plans, and retirement or savings plans and similar plans, in each
case, in the ordinary course of business;




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     (e) transactions permitted by Section 6.11 (without duplication of those
transactions permitted by Section 6.11 by reference to this Section 6.12)
and Section 6.06(e);




     (f) (i) so long as no Event of Default or payment Default has occurred and is
continuing or would result therefrom, the payment of all amounts payable under Section 6.9
of the LLC Agreement between EBS Holdco, Inc., ENVOY/ExpressBill, Inc. and the Purchaser,
dated as of November 16, 2006 (the “LLC Agreement”) in aggregate amount not to exceed $25.0
million; provided that to the extent Borrower would have been able to make such payments
hereunder in the absence of an Event of Default or payment Default, Borrower shall be
permitted to make such payments as soon as such payment Default or Event of Default is no
longer continuing, (ii) reimbursement by Borrower of out-of-pocket costs and expenses of
Sponsor, Emdeon and their Affiliates when due pursuant to the LLC Agreement, (iii) the
payment of all amounts payable under (x) Section 6.10 of the LLC Agreement with respect to
Retained Claims (as defined therein) as in effect on the date hereof and (y) Section 6.7 of
the LLC Agreement with respect to indemnification and (iv) transactions with respect to
Trade Credits (as defined in the Merger Agreement) contemplated by Section 5.24 of the
Merger Agreement, including the payment to Emdeon of cash in respect of refunds or credit
received by Borrower and the Subsidiaries in connection with the use of such Trade Credits;




     (g) the payment of $190.0 million to Emdeon pursuant to Section 2.15(a) of the Merger
Agreement, the payment of $10.0 million to Emdeon pursuant to Section 2.15(b) of the Merger
Agreement and the borrowing from and repayment to Emdeon of up to $5.0 million pursuant to
Section 5.25 of the Merger Agreement.




     (h) transactions that (i) have been approved by a majority of the disinterested members
of the board of directors of Borrower certified by a Responsible Officer of Borrower as
being on terms and conditions not less favorable to Borrower or its Subsidiaries than could
be obtained on an arm’s-length basis from a Person who is not such an Affiliate or (ii) have
been determined by a nationally recognized appraisal or investment banking firm to be fair,
from a financial standpoint, to Borrower and its Subsidiaries or on terms and conditions not
less favorable to Borrower and its Subsidiaries than could be obtained on an arm’s-length
basis from a Person who is not such an Affiliate;




     (i) loans or advances to employees in the ordinary course of business which are
approved by a majority of the board of directors of Borrower in good faith, to the extent
permitted by Section 6.06;




     (j) transactions pursuant to the Merger Agreement and other agreements governing the
Transactions, including payment of fees and expenses in connection with the Transactions,
and transactions pursuant to agreements in existence on the Closing Date and set forth on
Schedule 6.12 or, in each case, pursuant to any amendment thereto to the extent such
amendment is not, when taken as a whole, adverse to the Lenders in any material respect;




     (k) any purchase by parents of Holdco of Equity Interests of Holdco or contributions by
parents of Holdco to the equity capital of Holdco;



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     (l) transactions with Subsidiaries for the purchase or sale of goods, products, parts
and services entered into in the ordinary course of business in a manner consistent with
past practice;




     (m) exercise of the Cure Right; and




     (n) transactions otherwise permitted under Sections 6.01(i) and (j),
6.02(bb), 6.04(b) and (c), 6.05(b) and 6.06(b),
(e), (j), (l), (m) and (u).



          SECTION 6.13. Changes in Fiscal Year. Permit the Fiscal Year of Borrower to end on a
day other than on December 31 in any calendar year.




          SECTION 6.14. Lines of Business. Engage in any business, or cause or permit any
Subsidiary to engage in any business, except for those businesses in which Borrower and any of its
Subsidiaries are engaged on the Closing Date (or which are substantially related thereto or are
reasonable extensions thereof); provided that the activities of Holdco shall be limited to (i) the
ownership of the Equity Interests of Borrower and any other entity that is a Wholly-Owned
subsidiary of Holdco that owns Equity Interests of Borrower, (ii) performance of its obligations
under the Loan Documents and the First Lien Loan Documents, (iii) entering into and complying with
agreements relating to its Equity Interests or corporate governance to the extent not otherwise
prohibited hereunder, (iv) activities incidental to the foregoing clauses (i), (ii) and (iii) and
(v) actions required by law.




          SECTION 6.15. Amendments to Certain Documents. On or after the Closing Date,





     (a) amend, modify, change or waive any provisions of (i) any Merger Document in a
manner which is materially adverse to the Lenders, (ii) any First Lien Loan Document other
than in accordance with the Intercreditor Agreement or (iii) the LLC Agreement or other
Merger Agreements (x) in a manner that is materially adverse to the Lenders or (y) such that
any fees payable thereunder are materially increased or material new fees are imposed; or




     (b) amend, modify or change any of its Organizational Documents (including (x) by the
filing or modification of any certificate of designation and (y) any election to treat any
Pledged Securities as a “security” under Section 8-103 of the UCC other than concurrently
with the delivery of certificates representing such Pledged Securities to the Collateral
Agent) or any agreement to which it is a party with respect to its Equity Interests
(including any stockholders’ agreement), or enter into any new agreement with respect to its
Equity Interests, other than any such amendments, modifications or changes or such new
agreements which are not adverse in any material respect to the interests of the Lenders.



          SECTION 6.16. Prepayments and Amendments of Certain Debt.




          (a) Optionally prepay, retire, redeem, purchase, defease or exchange, or make or arrange for
any mandatory prepayment, retirement, redemption, purchase or defeasance of the principal of, any
outstanding Subordinated Indebtedness (other than, so long as no Default or



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Event of Default has occurred and is continuing, intercompany Indebtedness permitted
hereunder) of Holdco, Borrower or any Subsidiary Guarantor or any Refinancing Indebtedness in
respect thereof (other than (i) any refinancing of such Subordinated Indebtedness or Refinancing
Indebtedness permitted by this Agreement and (ii) the conversion or exchange of such Subordinated
Indebtedness or Refinancing Indebtedness for or into Equity Interests (other than Disqualified
Capital Stock));




          (b) waive, amend, supplement, modify, terminate or release any of the provisions with respect
to any Subordinated Indebtedness of Holdco, Borrower or any Subsidiary Guarantor or any Refinancing
Indebtedness in respect thereof without the prior consent of the Administrative Agent, to the
extent that any such waiver, amendment, supplement, modification, termination or release would be
materially adverse to the Lenders; or




          (c) waive, amend, supplement, modify, terminate or release any of the provisions of any First
Lien Loan Document other than in accordance with the Intercreditor Agreement.




          SECTION 6.17. Negative Pledges. Except with respect to prohibitions against other
encumbrances on specific property encumbered to secure payment of particular Indebtedness permitted
hereunder or prohibitions in license agreements under which Borrower or any Subsidiary Guarantor is
the licensee, enter into any agreement prohibiting the creation or assumption of any Lien upon its
properties or assets in favor of the Secured Parties, whether now owned or hereafter acquired,
except pursuant to (a) the Loan Documents and the First Lien Loan Documents, (b) any other
agreement that does not restrict in any manner (directly of indirectly) Liens created (or required
to be created) pursuant to the Loan Documents on property or assets of Holdco, Borrowers or any
Subsidiary Guarantor (whether now owned or hereafter acquired) securing the Secured Obligations and
does not require the direct or indirect granting of any Lien securing any Indebtedness or other
obligation by virtue of the granting of Liens on or pledge of property of Holdco, Borrowers or any
Subsidiary Guarantor to secure the Secured Obligations and (c) customary provisions restricting
transfer or assignment contained in any permit or license issued by a Governmental Authority.




          SECTION 6.18. Sales and Leasebacks. Except as provided in Section 6.05(j) and
Section 6.01(u), enter into any Sale and Leaseback Transaction.




          SECTION 6.19. Anti-Terrorism Law. Do, or authorize any of their Subsidiaries to do,
any of the following: (i) knowingly conduct any business or engage in making or receiving any
contribution of funds, goods or services to or for the benefit of any Person described in
Section 3.21; (ii) knowingly deal in, or otherwise engage in any transaction relating to,
any property or interests in property blocked pursuant to the Executive Order or any other
Anti-Terrorism Law; or (iii) knowingly engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law (and each Loan Party shall promptly deliver or
cause to be delivered to the Lenders any certification or other evidence requested from time to
time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this
Section 6.19).




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          SECTION 6.20. Embargoed Person. Allow (a) the funds or assets of the Loan Parties
that are used to repay the Loans to constitute property of, or to be beneficially owned directly
or, to the knowledge of any Loan Party, indirectly by, any Person subject to sanctions or trade
restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified
on (i) the “List of Specially Designated Nationals and Blocked Persons” (the “SDN List”) maintained
by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury, and/or to the
knowledge of each Loan Party, as of the date thereof, based upon reasonable inquiry by the Loan
Parties, on any other similar list (“Other List”) maintained by OFAC pursuant to any authorizing
statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
§§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order
or regulation promulgated thereunder, with the result that the investment in any of the U.S. Loan
Parties (whether directly or indirectly) is prohibited by law, or the Loans made by the Lenders
hereunder would be in violation of law, or (ii) the Executive Order, any related enabling
legislation or any other similar executive orders, or (b) any Embargoed Person to have any direct
interest or (to the knowledge of each Loan Party, based upon reasonable inquiry by the Loan
Parties), indirect interest, of any nature whatsoever in any of the Loan Parties, if as a result
the investment in any of the Loan Parties (whether directly or indirectly) would be prohibited by
law or the Loans would be in violation of law.




          SECTION 6.21. Anti-Money Laundering. Knowingly allow any of the funds of any of the
Loan Parties that are used to repay the Loans to be derived from any unlawful activity with the
result that the investment in any of the Loan Parties (whether directly or indirectly), is
prohibited by law or the Loans would be in violation of law.




ARTICLE VII




EVENTS OF DEFAULT




          SECTION 7.01. Listing of Events of Default. Each of the following events or
occurrences described in this Section 7.01 shall constitute an “Event of Default”:





     (a) Borrower or the Additional Borrower shall default (i) in the payment when due of
any principal of any Loan or any Applicable Prepayment Fee or (ii) in the payment when due
of any interest on any Loan, any Fee or any other amount required to be paid under any Loan
Document (other than an amount described in the foregoing clauses (i)) and such default
shall continue unremedied for a period of five Business Days.




     (b) Any representation or warranty of Holdco, Borrower or any other Loan Party made or
deemed to be made hereunder or in any other Loan Document or any other writing or
certificate furnished by or on behalf of Borrower, Holdco or any other Loan Party to the
Administrative Agent, the Collateral Agent or any Lender for the purposes of or in
connection with this Agreement or any such other Loan Document is or shall be incorrect in
any material respect when made or deemed made; provided that for the avoidance of doubt, it
shall not be considered a Default or an Event of Default if on the Closing Date there has
been a breach in any of the following representations: Sections 3.03, 3.05,
3.06, 3.07, 3.08, 3.09, 3.10, 3.11,
3.12, 3.13, 3.15, 3.16, 3.17, 3.19,
3.20, 3.22, 3.23 and 3.24.



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     (c) Borrower shall default in the due performance and observance of any of its
obligations under clause (f), (g) or (l) of Section 5.01, Section 5.08 (with
respect to the maintenance and preservation of Holdco’s or Borrower’s corporate existence),
Section 5.12, Article VI (subject to Section 7.04) or the Fee
Letter.




     (d) Borrower, Holdco or any other Loan Party shall default in the due performance and
observance of any agreement (other than those specified in paragraphs (a) through (c) above)
contained herein or in any other Loan Document, and such default shall continue unremedied
and unwaived for a period of 30 days after any of the Chief Operating Officer, Chief
Financial Officer, Chief Executive Officer and any other similar official thereof with
responsibility for the administration of the obligations of such person in respect of this
Agreement becoming aware of such default or receives written notice thereof from any Agent
or Lender.




     (e) A default shall occur (i) in the payment when due (subject to any applicable grace
period), whether by acceleration or otherwise, of Indebtedness in an aggregate principal
amount in excess of $20,000,000 or (ii) in the performance or observance of any obligation
or condition with respect to any Indebtedness in an aggregate principal amount in excess of
$20,000,000 if the effect of such default referred to in this clause (ii) is to accelerate
the maturity of such Indebtedness or that enables or permits the holder or holders of such
Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness
to become due, or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; provided that with respect to any such failure under the
First Lien Credit Agreement, such failure shall only constitute an Event of Default under
this Section 7.01(e) if (x) the First Lien Obligations have been accelerated due to
such failure or (y) there is a payment default under the First Lien Credit Agreement and
such default has not been cured within 10 calendar days.




     (f) Any judgment or order (or combination of judgments and orders) for the payment of
money equal to or in excess of $18,000,000 (other than amounts covered by (x) insurance for
which the insurer thereof has been notified of such claim and has not challenged such
coverage or (y) valid third party indemnifications for which the indemnifying party thereof
has been notified of such claim and has not challenged such indemnification) individually or
in the aggregate shall be rendered by a court or Governmental Authority against Holdco,
Borrower or any of their respective Subsidiaries (or any combination thereof) and there
shall be any period (after any applicable statutory grace period) of 45 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect and such judgment remains unpaid.




     (g) Any of the following events shall occur with respect to any Pension Plan:




     (i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or
any other Person to terminate a Pension Plan if, as a result of such termination, a
Loan Party or any ERISA Affiliate could reasonably be expected to incur a liability
or obligation to such Pension Plan which could reasonably be expected to have a
Material Adverse Effect; or



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     (ii) an ERISA Event, or similar events with respect to Foreign Plans, shall
have occurred that gives rise to a Lien on the assets of any Loan Party or a
Subsidiary or, when taken together with all other ERISA Events and similar events
with respect to Foreign Plans that have occurred, could reasonably be expected to
have a Material Adverse Effect.




     (h) Any Change in Control shall occur.




     (i) Holdco, Borrower, the Additional Borrower or any of Borrower’s Significant
Subsidiaries shall




     (i) become insolvent or generally fail to pay debts as they become due;




     (ii) apply for, consent to, or acquiesce in the appointment of a trustee,
receiver, sequestrator or other custodian for Holdco, Borrowers or any of such
Significant Subsidiaries or substantially all of the property of any thereof, or
make a general assignment for the benefit of creditors;




     (iii) in the absence of such application, consent or acquiescence, permit or
suffer to exist the appointment of a trustee, receiver, sequestrator or other
custodian for either Parent Guarantor, either Borrower or any of such Significant
Subsidiary or for a substantial part of the property of any thereof, and such
trustee, receiver, sequestrator or other custodian shall not be discharged or stayed
within 60 days, provided that such Parent Guarantor, such Borrower and each such
Significant Subsidiary hereby expressly authorizes the Administrative Agent, the
Collateral Agent and each Lender to appear in any court conducting any relevant
proceeding during such 60-day period to preserve, protect and defend their rights
under the Loan Documents;




     (iv) permit or suffer to exist the commencement of any bankruptcy,
reorganization, debt arrangement or other case or proceeding under any bankruptcy or
insolvency law, or any dissolution, winding up or liquidation proceeding, in respect
of either Parent Guarantor, either Borrower or any such Significant Subsidiary and,
if any such case or proceeding is not commenced by such Parent Guarantor, such
Borrower or such Significant Subsidiary, such case or proceeding shall be consented
to or acquiesced in by Holdco, such Borrower or such Significant Subsidiary or shall
result in the entry of an order for relief or shall remain for 60 days undismissed
and unstayed; provided that such Parent Guarantor, such Borrower and each such
Significant Subsidiary hereby expressly authorizes the Administrative Agent, the
Collateral Agent and each Lender to appear in any court conducting any such case or
proceeding during such 60-day period to preserve, protect and defend their rights
under the Loan Documents; or




     (v) take any corporate, limited liability company or partnership action (or
comparable action, in the case of any other form of legal entity) authorizing any of
the foregoing clauses (ii), (iii) or (iv).



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     (j) The obligations of Holdco or of any Subsidiary Guarantor under the Guarantee
Agreement shall cease to be in full force and effect (except in accordance with the terms
thereof) or Holdco or any such Subsidiary Guarantor shall repudiate its obligations
thereunder.




     (k) Any security interest or Lien purported to be created by any Security Document
shall cease to be in full force and effect with respect to a material portion of the
Collateral, or shall cease to give the Collateral Agent, for the benefit of the Secured
Parties, the Liens, rights, powers and privileges purported to be created and granted under
such Security Document (including a perfected Second Priority security interest (subject to
(i) in the case of Mortgaged Property, Permitted Encumbrances and (ii) otherwise, Permitted
Liens) in and Lien on all of the Collateral thereunder (except as otherwise expressly
provided in such Security Document)) in favor of the Collateral Agent, or shall be asserted
by Borrower or any other Loan Party not to be a valid, perfected, Second Priority (except
for an immaterial portion thereof or as otherwise expressly provided in this Agreement or
such Security Document) security interest in or Lien on the Collateral covered thereby.




     (l) At a time when any Borrowing of the Additional Borrower is outstanding, the
Additional Borrower ceases to be (x) a direct Wholly Owned Subsidiary of Borrower or (y) a
corporation organized under the laws of any state of the United States of America or the
District of Colombia (other than to the extent permitted by Section 6.04(b)(ii).



          SECTION 7.02. Action if Bankruptcy. If any Event of Default described in
Section 7.01(i) (other than clause (i) thereof) with respect to Holdco or Borrowers shall
occur, the Commitments (if not theretofore terminated) shall automatically terminate and the
outstanding principal amount of all outstanding Loans and all other Obligations shall automatically
be and become immediately due and payable, without notice or demand, all of which are hereby waived
by Borrowers.




          SECTION 7.03. Action if Other Event of Default. If any Event of Default (other than
any Event of Default described in Section 7.01(i) (other than clause (i) thereof) with
respect to Holdco or Borrowers) shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Administrative Agent, upon the direction of the Requisite Lenders, shall by
written notice to Borrower and each Lender declare all or any portion of the outstanding principal
amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become immediately due and
payable, without further notice, demand or presentment and the Commitments shall terminate.




          SECTION 7.04. Certain Cure Rights. Notwithstanding anything to the contrary contained
in Section 7.01, in the event that Borrower fails to comply with any Financial Covenant
contained in Section 6.09, Holdco shall have the right, no later than 10 days after the
delivery of a Notice of Intent to Cure, to issue Permitted Cure Securities for cash or otherwise
make cash contribution to the capital of the Borrower in an aggregate amount not in excess of the
minimum amount necessary to cure the relevant failure to comply with such Financial Covenant,


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the net cash proceeds of which shall be contributed to the common equity capital of Borrower
(collectively, the “Cure Right”), and upon the receipt by Borrower of such cash (the “Cure
Amount”), such Financial Covenant shall be recalculated giving effect to the following pro forma
adjustments:





     (a) Consolidated EBITDA shall be increased, as provided in the definition thereof,
solely for the purpose of measuring such Financial Covenant and not for any other purpose
under this Agreement, by an amount equal to the Cure Amount;




     (b) if, after giving effect to the foregoing recalculations, Borrower shall then be in
compliance with the requirements of such Financial Covenant, Borrower shall be deemed to
have satisfied the requirements of such Financial Covenant as of the relevant date of
determination with the same effect as though there had been no failure to comply therewith
at such date, and the applicable breach or default of such Financial Covenant which had
occurred shall be deemed cured for all purposes of this Agreement and the other Loan
Documents;




     (c) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such
Indebtedness shall not be deemed to have been repaid for purposes of calculating the
Financial Covenants for the Test Period with respect to which such Cure Right was exercised;
and




     (d) to the extent a Fiscal Quarter ended for which such Financial Covenant is initially
recalculated as a result of a Cure Right is included in the calculation of a Financial
Covenant in a subsequent fiscal period, the Cure Amount shall be included in the amount of
Consolidated EBITDA for such initial Fiscal Quarter;


provided that in each eight Fiscal Quarters there shall be at least four fiscal quarters in which
no Cure Right is exercised. If Borrower shall have delivered a Notice of Intent to Cure, in
accordance with Section 5.01(m), then (subject to the preceding sentence) the right of the
Lenders to declare the Loans due and payable and to terminate the Commitments pursuant to
Section 7.03 solely as a result of such Default under Section 6.09 shall be
suspended for a period of 10 Business days following the date of delivery of such Notice of Intent
to Cure.




          SECTION 7.05. Application of Proceeds. Subject to the terms of the Intercreditor
Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from
or other realization upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as
follows:





     (a) First, to the First Lien Collateral Agent, if and as required by the Intercreditor
Agreement, to apply to the First Lien Obligations;




     (b) Second, to the payment of all reasonable out-of-pocket costs and expenses, fees,
commissions and taxes of such sale, collection or other realization including compensation
to the Collateral Agent and its agents and counsel, and all expenses, liabilities and
advances made or incurred by the Collateral Agent in connection therewith and all



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amounts for which the Collateral Agent is entitled to indemnification pursuant to the
provisions of any Loan Document, together with interest on each such amount at the highest
rate then in effect under this Agreement from and after the date such amount is due, owing
or unpaid until paid in full;




     (c) Third, to the payment of all other reasonable out-of-pocket costs and expenses of
such sale, collection or other realization including compensation to the other Secured
Parties and their agents and counsel and all reasonable out-of-pocket costs, liabilities and
advances made or incurred by the other Secured Parties in connection therewith, together
with interest on each such amount at the highest rate then in effect under this Agreement
from and after the date such amount is due, owing or unpaid until paid in full;




     (d) Fourth, to the payment in full in cash, pro rata, of interest and other amounts
constituting Secured Obligations (other than principal and contingent indemnification
obligations) under this Agreement and the other Loan Documents in each case equally and
ratably in accordance with the respective amounts thereof then due and owing;




     (e) Fifth, to the payment in full in cash, pro rata, of principal amount of the
Obligations (including contingent indemnification obligations due or claimed with respect
thereto);




     (f) Sixth, the balance, if any, to the applicable Loan Party or its successors or
assigns, or as a court of competent jurisdiction may direct.



          In the event that any such proceeds are insufficient to pay in full the items described in
clauses (a) through (f) of this Section 7.05, the Loan Parties shall remain liable, jointly
and severally, for any deficiency.




ARTICLE VIII




THE AGENTS




          SECTION 8.01. The Agents. Each Lender hereby irrevocably designates and appoints the
Agents as the agents of such Person under this Agreement and the other Loan Documents, and each
such Person irrevocably authorizes each Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any
duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship
with any Person, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against
any Agent. The Administrative Agent is hereby expressly authorized by the Lenders, without hereby
limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal
of and interest on the Loans, all payments and




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all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its
proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to
Borrower of any Default specified in this Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by or on behalf of
Borrower or any other Loan Party pursuant to this Agreement as received by such Agent.




          None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for
any action taken or omitted to be taken by any of them except to the extent finally judicially
determined to have resulted from its or his or her own gross negligence or willful misconduct, or
be responsible for any statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by any Loan Party of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Agents shall not be responsible to the Lenders for
the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any
other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully
protected in acting, or refraining from acting, in accordance with written instructions signed by
the Requisite Lenders (or such other proportion of the Lenders as may be expressly required hereby)
and, except as otherwise specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual
knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good
faith to be genuine and correct and to have been signed or sent by the proper person or persons.
None of the Agents nor any of their Related Parties shall have any responsibility to the Loan
Parties on account of the failure of or delay in performance or breach by any Lender of any of its
obligations hereunder or to any Lender on account of the failure of or delay in performance or
breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or
under any other Loan Document or in connection herewith or therewith. Each Agent may execute any
and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it
and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all
matters arising hereunder and shall not be liable for any action taken or suffered in good faith by
it in accordance with the advice of such counsel.




          The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall
be requested in writing to do so by the Requisite Lenders (or such other proportion of the Lenders
as may be expressly required hereby).




          The Collateral Agent hereby agrees that it holds and will hold all of its right, title and
interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent
thereunder whether now existing or hereafter arising (all such right, title and interest being
hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth
in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate
for the benefit of the Secured Parties, for the enforcement of the payment of all Secured
Obligations (subject to the limitations and priorities set forth herein and in the respective
Security Documents) and as security for the performance of and compliance with the covenants and
conditions of this Agreement and each of the Security Documents.




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          All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement
may be exercised by the Collateral Agent in respect of any Security Document as though set forth in
full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any
Security Document may be exercised from time to time as herein and therein provided.




          Subject to the appointment and acceptance of a successor Agent as provided below and subject
to the next succeeding paragraph with respect to the Collateral Agent, any Agent may resign at any
time by notifying the Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall
have the right to appoint a successor, subject (so long as no Default or Event of Default is
continuing) to Borrower’s approval (not to be unreasonably withheld or delayed). If no successor
shall have been so appointed by the Requisite Lenders and approved by Borrower and shall have
accepted such appointment within 30 days after the retiring Agent gives notice of its resignation,
then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a
bank or financial institution with an office in New York, New York, having a combined capital and
surplus of at least $500,000,000 or an Affiliate of any such bank or financial institution. Upon
the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Agent and the retiring Agent shall be discharged from its duties and obligations
hereunder. After an Agent’s resignation hereunder, the provisions of this Section 8.01 and
Section 9.05 shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as an Agent.




          The Collateral Agent may resign upon 30 days’ notice to the Lenders and Borrower. If the
Collateral Agent shall resign as the Collateral Agent under this Agreement and the other Loan
Documents, then the Requisite Lenders shall appoint from among the Lenders a successor agent for
the Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of the
Collateral Agent, and the term “Collateral Agent” means such successor agent effective upon such
appointment and approval, and such former Collateral Agent’s rights, powers and duties as the
Collateral Agent shall be terminated, without any other or further act or deed on the part of such
former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no
successor agent has accepted appointment as the Collateral Agent by the date that is 30 days
following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent shall,
in consultation with Borrower, appoint a successor Collateral Agent (which successor agent shall be
a financial institution of nationally-recognized standing that, in the ordinary course of business,
performs functions equivalent to those of the Collateral Agent hereunder), and the retiring
Collateral Agent’s resignation shall become effective upon such appointment. After any retiring
Collateral Agent’s resignation as the Collateral Agent, the provisions of this Section 8.01
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the
Collateral Agent under this Agreement and the other Loan Documents.




          With respect to the Loans made by it hereunder, each Agent in its individual capacity and not
as an Agent shall have the same rights and powers as any other Lender and may exercise the same as
though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with Holdco, Borrower or any Subsidiary or other
Affiliate thereof as if it were not an Agent.




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          Each Lender acknowledges that it has, independently and without reliance upon any Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement or any other Loan
Document, any related agreement or any document furnished hereunder or thereunder.




          Notwithstanding anything herein to the contrary, each Lender also acknowledges that the Lien
and security interest granted to the Collateral Agent pursuant to the Security Documents and the
exercise of any right or remedy by the Collateral Agent thereunder are subject to the provisions of
the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and the Security Documents, the terms of the Intercreditor Agreement shall govern and
control. The Collateral Agent is authorized to execute and deliver the Intercreditor Agreement and
each Lender by making or purchasing an interest in any Loan at any time shall be deemed to have
agreed to be bound by the terms and conditions of such agreement.




          The Lenders irrevocably authorize and instruct the Administrative Agent and the Collateral
Agent (and the Administrative Agent and the Collateral Agent are authorized to and hereby agree):





     (a) to release any Lien granted to or held by the Collateral Agent under any Loan
Document on any property and to return any Pledged Collateral (i) upon termination or
expiration of the Commitments and payment in full of all Obligations (other than contingent
indemnification obligations that are not then due and payable), (ii) that is sold or to be
sold as part of or in connection with any sale or disposition permitted hereunder and under
the Loan Documents, to the extent that the Lien of the First Lien Secured Parties on such
property is released on the same terms, (iii) subject to Section 9.08, if approved,
authorized or ratified in writing by the Requisite Lenders or (iv) owned by any Subsidiary
Loan Party upon the consummation of any transaction permitted under this Agreement as a
result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or is
designated an Unrestricted Subsidiary pursuant to Section 5.16; and




     (b) to release any Guarantor from its obligations under the Guarantee Agreement if such
Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.



          Notwithstanding anything to the contrary in this Agreement, neither the Lead Arranger nor the
Syndication Agent, in such respective capacities, shall have any obligations, duties or
responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.




          In the event that Citibank, N.A. or any of its Affiliates shall be or become an indenture
trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of
any securities issued or guaranteed by any Loan Party, the parties hereto acknowledge and agree
that any payment or property received in satisfaction of or in respect of any Obligation


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of such Loan Party hereunder or under any other Loan Document by or on behalf of Citibank,
N.A. in its capacity as the Administrative Agent or the Collateral Agent for the benefit of any
Secured Party under any Loan Document (other than Citibank N.A. or an Affiliate of Citibank, N.A.)
and which is applied in accordance with the Loan Documents shall be deemed to be exempt from the
requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust
Indenture Act.




ARTICLE IX




MISCELLANEOUS




          SECTION 9.01. Notices. Except as set forth in Section 9.17 and except as set
forth in Section 2.03, notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail,
sent by telecopy or electronic mail, as follows:





     (i) if to Borrower, the Additional Borrower or Holdco, to it c/o General Atlanta
Partners 82, L.P., at Three Pickwick Plaza, Greenwich, Connecticut 06830; Attention: Mark
Dzialga (telecopy: 203-618-9207) (e-mail:MDzialga@generalatlantic.com), and with a copy to
Emdeon Corporation, at River Drive Center 2, 666 River Drive, Elmwood Park, New Jersey
07407; Attention: General Counsel (telecopy: 202-703-3443) (e-mail: cmele@emdeon.com), and
with a copy to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas,
New York, 10019, Attention: Dale M. Sarro, Esq. (telecopy: 212-492-0393) (e-mail:
dsarro@paulweiss.com);




     (ii) if to the Administrative Agent, Collateral Agent or Issuing Bank, to it at
Citibank, N.A., 390 Greenwich St., New York, New York 10013, Attention: Suzanne Crymes
(telecopy: 646-291-1621) (e-mail: suzanne.crymes@citigroup.com);




     (iii) if to the Lead Arrangers, to them at (A) Citigroup Global Markets Inc., 390
Greenwich St., New York, New York 10013, Attention: Suzanne Crymes (telecopy:
646-291-1621) (e-mail: suzanne.crymes@citigroup.com), (B) Deutsche Bank Securities Inc., 60
Wall Street, New York, New York 10007; Attention: Patricia Ciocco (telecopy: 201-593-2309)
(e-mail: Patricia.Ciocco@DB.com) and (C) Bear Stearns Corporate Lending Inc., 83 Madison
Avenue New York, New York 10179; Attention: Santiago Caraballo (telecopy: 212-272-9184)
(e-mail: Scaraballo@bear.com), in each case with a copy to Cahill Gordon & Reindel
LLP, 80 Pine Street, New York, New York 10005, Attention: (i) Michael E. Michetti,
Esq. (telecopy: 212-269-5420) (e-mail: mmichetti@cahill.com); (ii) Luis R. Penalver, Esq.
(telecopy: 212-269-5420) (e-mail: lpenalver@cahill.com); and




     (iv) if to a Lender, to it at its address (or telecopy number) set forth on Annex
I or in its Administrative Questionnaire or in the Assignment and Acceptance pursuant to
which such Lender shall have become a party hereto.



          All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt


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if delivered by hand or overnight courier service or sent by telecopy or electronic mail or on
the date five Business Days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Section
9.01 or in accordance with the latest unrevoked direction from such party given in accordance
with this Section 9.01. Each Loan Party and each Lender hereunder agrees to notify the
Administrative Agent in writing promptly of any change to the notice information provided above or
in its Administrative Questionnaire or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto.




          SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by or on behalf of any Loan Parties herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by Lenders hereto and shall survive the
making by the Lenders of the Loans, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, the Collateral Agent or any Lender
may have had notice or knowledge of any Default or Event of Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement or any other Loan Document (other than contingent obligations) is
outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of
Sections 2.16, 9.02, 9.05 and 9.16 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, and the Commitments or the termination of this
Agreement or any provision hereof.




          SECTION 9.03. Binding Effect. Subject to Section 4.01, this Agreement shall
become effective when it shall have been executed by Holdco and Borrowers and the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective permitted successors and
assigns.




          SECTION 9.04. Successors and Assigns.




          (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the permitted successors and assigns of such party. All covenants, promises
and agreements by or on behalf of Holdco, Borrowers, the Agents or the Lenders that are contained
in this Agreement shall bind and inure to the benefit of their respective successors and assigns.
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,
Participants to the extent provided in Section 9.04(f)(iii) and, solely to the extent
expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.




          (b) Each Lender may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided, however, that (i) except in the



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case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or in
connection with the initial syndication of the Commitments and Loans, the amount of the Commitment
or Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $1,000,000 and increments of $1,000,000 in excess thereof (or (A) if the
aggregate amount of the Commitment or Loans of the assigning Lender is a lesser amount, the entire
amount of such Commitment or Loans, or (B) in any other case, such lesser amount as Borrower and
the Administrative Agent otherwise agree), (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this
Agreement, (iii) except in the case of the assignment to an Affiliate of such Lender or an
assignment required to be made pursuant to Section 2.20, the parties to each such
assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $3,500 (it being understood that only one fee
shall be required to be paid by a Lender in respect of concurrent assignments to two or more
Approved Funds), and (iv) the assignee, if it shall not already be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording pursuant
to Section 9.04(e), from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the execution thereof
(unless otherwise determined by the Administrative Agent), (A) the assignee thereunder shall be a
party hereto (as a Lender) and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.16 and 9.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment, as well as to any Fees
accrued for its account and not yet paid). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 9.04(f).




          (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the assignee thereunder shall be deemed to confirm to and agree with each other and the other
parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial
owner of the interest being assigned thereby free and clear of any adverse claim and that its
Commitment, and the outstanding balances of its Loans, without giving effect to assignments thereof
which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as
set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with this Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto, or the financial condition of Borrower or any Subsidiary or the
performance or observance by Holdco, Borrowers or any Subsidiary of any of its obligations under
this Agreement, any other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance; (iv) such assignee confirms that it has



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received a copy of this Agreement, together with copies of the most recent financial statements, if
any, delivered pursuant to Section 5.01 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into such Assignment and
Acceptance; (v) such assignee will independently and without reliance upon any Agent, the assigning
Lender or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this
Agreement; (vi) such assignee appoints and authorizes each Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to such Agent by the
terms hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee
agrees that it will perform in accordance with their terms all the obligations which by the terms
of this Agreement are required to be performed by it as a Lender; and (viii) Annex I shall
be deemed to be amended to reflect the assigning Lender thereunder and the assignee thereunder
after giving effect thereto; provided that any waiver, amendment or modification of the
Intercreditor Agreement (and any related definitions) may be effected by an agreement or agreements
in writing entered into among the Collateral Agent (with the consent of the Requisite Lenders) and
the First Lien Collateral Agent (without the consent of any Loan Party, so long as such amendment,
waiver or modification does not impose any additional duties or obligations on the Loan Parties or
alter or impair any right of any Loan Party under the Loan Documents).



          (d) The Administrative Agent, acting for this purpose as an agent of Borrowers, shall maintain
at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). Except to the extent inconsistent with Section 2.07(d), the
entries in the Register shall be conclusive and Holdco, Borrowers, the Agents and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.



          (e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee
referred to in Section 9.04(b) above and, if required, the written consent of Borrower and
the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Lenders. No assignment shall be effective unless it has
been recorded in the Register as provided in this Section 9.04(e).



          (f) Each Lender may without the consent of Borrowers or the Administrative Agent, sell
participations to any Person (other than a natural person or Borrower or any of Borrower’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans owing
to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) each Participant shall be entitled to the benefit of the


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cost protection provisions contained in Sections 2.15, 2.16 and 2.17 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 9.04(b) (provided that (A) no Participant shall be entitled to receive any greater
amount pursuant to such Section than the Lender would have been entitled to receive in respect of
the interest transferred and (B) in order to be entitled to the cost protection provisions
contained in Section 2.16 but subject to clause (A) of this proviso, such Participant shall
provide to the Borrower and the Administrative Agent the duly executed forms and certificates that
it would be required to deliver pursuant to Section 2.16 if it were a Lender and shall
otherwise comply with Section 2.16 as if it were a Lender), and (iv) Holdco, Borrowers, the
Agents and the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the
sole right (which each Lender agrees will not be limited by the terms of any participation
agreement or other agreement with a participant) to enforce the Loan Documents and to approve any
amendment, modification or waiver of any provision of the Loan Documents (other than, without the
consent of the Participant, amendments, modifications or waivers described in Section
9.08(c) that affect such Participant).



          (g) Any Lender or participant may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 9.04, disclose to the
assignee or participant or proposed assignee or participant any information relating to Holdco,
Borrowers and their Subsidiaries furnished to such Lender by or on behalf of any of the Loan
Parties; provided that, prior to any such disclosure of information, each such assignee or
participant or proposed assignee or participant shall execute a confidentiality agreement in form
and substance consistent with provisions of Section 9.16.



          (h) Any Lender may, without the consent of Holdco, Borrowers or the Administrative Agent, at
any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank and this Section 9.04 shall not apply to any such
pledge or assignment of a security interest; provided that (x) no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto and (y) any foreclosure or similar
action shall be subject to the provisions of Section 9.04(b) concerning assignments and
shall not be effective to transfer any rights under this Agreement or in any Loan, Note or other
instrument evidencing the rights of a Lender under this Agreement until the requirements of
Section 9.04(b) concerning assignments are fully satisfied. In order to facilitate such a
pledge or assignment, Borrowers or the Additional Borrowers shall, at the request of the assigning
Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the
Loans made to Borrowers by the assigning Lender hereunder.



          (i) Holdco and Borrowers shall not assign or delegate any of their respective rights or duties
hereunder without the prior written consent of the Administrative Agent and each Lender, and any
attempted assignment without such consent shall be null and void.




          SECTION 9.05. Expenses; Indemnity.




          (a) Holdco and Borrowers, jointly and severally, agree to pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Collateral Agent and the



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Lead Arrangers, including the reasonable fees, charges and disbursements of Cahill Gordon &
Reindel LLP, counsel for the Administrative Agent and the Lead Arrangers, and local
counsel, in connection with the syndication of the credit facilities provided for herein, the
preparation and administration of this Agreement and the other Loan Documents or in connection with
any amendments, modifications or waivers of the provisions hereof or thereof and (ii) all
reasonable out-of-pocket expenses incurred by Lead Arrangers, the Administrative Agent, the
Collateral Agent or any Lender in connection with the enforcement or protection of its rights in
connection with this Agreement (including its rights under this Section), the other Loan Documents
or the Loans made, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans, and, in connection with any such
enforcement or protection, the fees, charges and disbursements of one counsel for all of the
Administrative Agent, the Collateral Agent, the Lead Arrangers and the Lenders; provided, however,
that Holdco and Borrowers shall not be obligated to pay for expenses incurred by a Lender in
connection with the assignment of Loans to an assignee Lender (except pursuant to
Section 2.20) or the sale of Loans to a Participant pursuant to Section 9.04.




          (b) Each of Holdco and Borrowers, jointly and severally, agrees to indemnify the
Administrative Agent, the Collateral Agent, the Syndication Agent, the Lead Arranger, each Lender,
each Affiliate of any of the foregoing Persons and each of their respective Related Parties (each
such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including
reasonable counsel fees, charges and disbursements, incurred by any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this Agreement or any
other Loan Document or any agreement or instrument contemplated thereby, the performance by the
parties hereto or thereto of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the
Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release
of Hazardous Materials on any property, or any Environmental Liability or Environmental Action
related in any way to Holdco, Borrowers or the Subsidiaries; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related reasonable expenses are finally judicially determined to have arisen by
reason of the Indemnitee’s bad faith, gross negligence or willful misconduct.




          (c) To the extent that Holdco or Borrowers fail to promptly pay any amount to be paid by them
under paragraph (a) or (b) of this Section 9.05 (and without limiting their obligation so
do so), each Lender severally agrees to pay to such Agent, such Lender’s pro rata share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount (other than syndication expenses); provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the applicable Agent, the applicable Lead Arranger in its capacity as such.
For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the
sum of the outstanding Loans and unused Commitments at the time.




          (d) To the extent permitted by applicable law, Holdco and Borrowers shall not assert, and
hereby waive, any claim against any Indemnitee, on any theory of liability, for



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special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions or any Loan or the use of the proceeds thereof.




          (e) The provisions of this Section 9.05 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the expiration of the
Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any
other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any
Lender. All amounts due under this Section 9.05 shall be payable within 10 Business Days
after delivery of written demand therefor.




          SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of any Loan Party against any of and all the then due
and payable obligations of any Loan Party now or hereafter existing under this Agreement and other
Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or such other Loan Document to the extent such obligations are due and
payable. In connection with exercising its rights pursuant to the previous sentence, a Lender may
at any time use credit balances of any Loan Party with the Lender to purchase at the Lender’s
applicable spot rate of exchange any other currency or currencies which the Lender considers
necessary to reduce or discharge any amount due by any Loan Party to the Lender, and may apply that
currency or those currencies in or towards payment of those amounts. The rights of each Lender
under this Section are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have. Each Lender agrees promptly to notify Borrower and any other relevant
Loan Party and the Administrative Agent upon making any such setoff.




          SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.




          SECTION 9.08. Waivers; Amendment.




          (a) No failure or delay of any Agent or any Lender or any Loan Party in exercising any power
or right hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Agents, the Lenders and the
Loan Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies which they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by any party therefrom shall in
any event be effective unless the same shall be permitted by Section 9.08(b), and then such
waiver or consent shall be effective only in the specific instance and for



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the purpose for which given. Without limiting the generality of the foregoing, the making of
a Loan shall not be construed as a waiver of any Default or Event of Default regardless of whether
an Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the
time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other
or further notice or demand in similar or other circumstances.




          (b) Subject to the terms of the Intercreditor Agreement and to Sections 9.08(c) and
(d), no amendment, modification, termination or waiver of any provision of any Loan
Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective
without the written concurrence of the Requisite Lenders and Borrower.




          (c) Subject to the terms of the Intercreditor Agreement, without the written consent of
Borrower and each Lender that would be directly affected thereby (whose consent shall be sufficient
therefor without the consent of the Requisite Lenders), no amendment, modification, termination,
waiver or consent shall be effective if the effect thereof would:





     (i) extend the scheduled final maturity of any Loan or Note;




     (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);




     (iii) [Reserved];




     (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in
the interest rate applicable to any Loan pursuant to Section 2.08(c)) or any fee
payable hereunder or any Applicable Prepayment Penalty payable hereunder, it being
understood that any amendment or modification to the financial definitions in this Agreement
shall not constitute a reduction in the rate of interest for purposes of this clause (iv);




     (v) extend the time for payment of any such interest or fees or Applicable Prepayment
Penalty;




     (vi) reduce or forgive the principal amount of any Loan;




     (vii) amend, modify, terminate or waive any provision of Section 2.13(a),
Section 2.13(c), Section 2.19, Section 7.05, Section
9.08(b), this Section 9.08(c), Section 9.08(d) or Section
9.08(e);




     (viii) amend the definition of “Requisite Lenders”;




     (ix) release all or substantially all of the Collateral or all or substantially all of
the Guarantors from the Guarantee Agreement except as expressly provided in the Loan
Documents or subordinate the Liens under any Security Document, it being understood that
additional extensions of credit under this Agreement consented to by the Requisite Lenders
may be equally and ratably secured by the Collateral with the then existing secured
obligations under the Security Documents; or




     (x) consent to the assignment or transfer by any Loan Party of any of its rights and
obligations under any Loan Document.



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          (d) No amendment, modification, termination, waiver or consent with respect to any provision
of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:





     (i) increase any Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender and of Borrower; provided no amendment, modification,
termination, waiver or consent with respect to any condition precedent, covenant, Default or
Event of Default shall constitute an increase in any Commitment of any Lender;




     (ii) [Reserved];




     (iii) [Reserved];




     (iv) [Reserved];




     (v) [Reserved];




     (vi) amend, modify, terminate or waive any provision of Article VIII as the
same applies to any Agent, or any other provision hereof as the same applies to the rights
or obligations of any Agent, in each case without the consent of such Agent and of Borrower;
or




     (vii) amend, modify, terminate or waive any provision of any Loan Document specifying
the number or percentage of Lenders required to waive, amend or modify any rights thereunder
or make any determination to grant any consent thereunder without the written consent of
each Lender (or each Lender and of Borrower).



               (e) If, in connection with any proposed change, waiver, discharge or termination of or to any
of the provisions of this Agreement (other than as contemplated by Sections 9.08(d)(i),
(ii), (v) and (vi)), the consent of the Requisite Lenders is obtained but
the consent of one or more of such other Lenders whose consent is required is not obtained (such
Lender, a “Non-Consenting Lender”), then Borrower, at its sole cost and expense, shall have the
right, so long as all Non-Consenting Lenders whose individual consent is required are treated as
described below, to transfer or assign, without recourse, all of the rights, obligations
and interests of each such Non-Consenting Lender or Lenders with respect to either this Agreement
or the Loans or Commitments that are subject to the related change, waiver, discharge or
termination to one or more assignees (in accordance with and subject to the restrictions contained
in Section 9.04) approved by the Administrative Agent, which approval shall not be
unreasonably withheld, so long as at the time of such transfer or assignment, each such assignee
consents to the proposed change, waiver, discharge or termination; provided, however, that no
Non-Consenting Lender shall be obligated to make any such assignment unless, (x) such assignment
shall not conflict with any law or any rule, regulation or order of any Governmental Authority and
(y) such assignee or Borrower shall pay to the affected Non-Consenting Lender in immediately
available funds on the date of such assignment the principal of and interest accrued to the date of
payment on the Loans made by such Non-Consenting Lender all fees owed to such Non-Consenting Lender
hereunder and all other amounts accrued for such Non-Consenting Lender’s account or owed to it
hereunder (including, the Applicable Prepayment Penalty that would be payable if such Non-



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Consenting Lender’s Loans had been repaid at such time). Each Lender agrees that, if it becomes a
Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment and
Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any
Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and
Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an
Assignment and Acceptance shall not render such sale and purchase (and the corresponding
assignment) invalid and such assignment shall be recorded in the Register.




          SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan or participation in accordance
with applicable law, the rate of interest payable in respect of such Loan or participation
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan or participation but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.




          SECTION 9.10. Entire Agreement. This Agreement and the other Loan Documents
constitute the entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents; provided that any letter agreement relating to the
subject matter hereof between Borrower and one or more Agents or Lenders shall remain effective in
accordance with its terms to the extent it expressly survives the effectiveness of this Agreement.
Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to
confer upon any party other than the parties hereto and thereto any rights, remedies, obligations
or liabilities under or by reason of this Agreement or the other Loan Documents.




          SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.




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          SECTION 9.12. Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.




          SECTION 9.13. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract, and shall become effective as
provided in Section 9.03. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed counterpart of this
Agreement.




          SECTION 9.14. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 9.15. Jurisdiction; Consent to Service of Process.




          (a) Each party 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 of America 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 the other Loan Documents, 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 such New York State 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. Nothing in this Agreement shall affect any right that the Administrative
Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Loan Party or their respective
properties in the courts of any jurisdiction.




          (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which 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 or the
other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this
Section. 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) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document
will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.




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          SECTION 9.16. Confidentiality. None of the Administrative Agent, the Collateral
Agent, the Syndication Agent nor any Lender may disclose to any Person any non-public information
of the Loan Parties furnished to the Administrative Agent, the Collateral Agent, the Syndication
Agent or the Lenders by the Loan Parties (such information being referred to collectively herein as
the “Loan Party Information”), except that each of the Administrative Agent, the Collateral Agent,
the Syndication Agent and the Lenders may disclose Loan Party Information (i) to its and its
affiliates’ employees, officers, directors, agents, accountants, attorneys and other advisors (it
being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Loan Party Information and instructed to keep such Loan Party
Information confidential on substantially the same terms as provided herein), (ii) to the extent
required by any regulatory authority with jurisdiction over the Administrative Agent or such Lender
or to the extent required by applicable laws or regulations or by any subpoena or similar legal
process; provided that to the extent practicable and permitted by applicable law, the party
requested or required to disclose the Loan Party Information will provide prompt written notice of
such request to Borrower, will allow Borrower a reasonable opportunity to seek appropriate
protective measures prior to disclosure and will disclose the minimum amount of Loan Party
Information sufficient to comply with such request or requirement of law, (iii) to any other party
to this Agreement, (iv) in connection with the exercise of any remedies hereunder or under any
other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (v) subject to an agreement
containing provisions substantially the same as those of this Section 9.16, to any pledgee
referred to in Section 9.04(h) or any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or obligations under this
Agreement and (vi) to the extent such Loan Party Information (A) is or becomes generally available
to the public on a nonconfidential basis other than as a result of a breach of this Section
9.16 by the Administrative Agent, the Collateral Agent, the Syndication Agent or such Lender,
or (B) is or becomes available to the Administrative Agent, the Collateral Agent, the Syndication
Agent or such Lender on a nonconfidential basis from a source other than the Loan Parties that is
not known by such party to be under a confidentiality agreement with the Loan Parties. Nothing in
this provision shall imply that any party has waived any privilege it may have with respect to
advice it has received.




          SECTION 9.17. Fixed Income Direct Website Communications.




          (a) Delivery. (i) Each of Holdco and Borrowers hereby agrees that it will use
commercially reasonable efforts to provide to the Administrative Agent all information, documents
and other materials that it is obligated to furnish to the Administrative Agent pursuant to this
Agreement and any other Loan Document, including, without limitation, all notices, requests,
financial statements, financial and other reports, certificates and other information materials,
but excluding any such communication that (A) relates to a request for a new, or a conversion of an
existing, Borrowing or other extension of credit (including any election of an interest rate or
Interest Period relating thereto), (B) relates to the payment of any principal or other amount due
under this Agreement prior to the scheduled date therefor, (C) provides notice of any Default or
Event of Default under this Agreement or (D) is required to be delivered to satisfy any condition
precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit
hereunder (all such non-excluded communications collectively, the “Communications”), by
transmitting the Communications in an electronic/soft medium and in a format



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acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition,
each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the
manner specified in this Agreement but only to the extent requested by the Administrative Agent.
The Administrative Agent agrees that receipt of the Communications by the Administrative Agent at
the e-mail address set forth above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of this Agreement and any other Loan Documents. Nothing in this
Section 9.17 shall prejudice the right of the Agents, the Syndication Agent, the Lead
Arrangers or any Lender to give any notice or other communication pursuant to this Agreement or any
other Loan Document in any other manner specified in this Agreement or any other Loan Document.




          (ii) Each Lender agrees that receipt of e-mail notification that such Communications have been
posted pursuant to paragraph (b) below at the e-mail address(es) set forth on Annex I or in
the Administrative Questionnaire of such Lender or pursuant to the notice provisions of any
Assignment and Acceptance shall constitute effective delivery of the Communications to such Lender
for purposes of this Agreement and any other Loan Document. Each Lender further agrees to notify
the Administrative Agent in writing (including by electronic communication) promptly of any change
in its e-mail address or any extended disruption in its internet delivery services.




          (b) Each Loan Party and Lender further agrees that the Administrative Agent and/or the Loan
Parties may make the Communications available to the Lenders by posting the Communications on
Intralinks, Fixed Income Direct or a substantially similar electronic transmission systems (the
“Platform”) and that the posting of any document or Communication on such Platform shall be deemed
to be delivery of such document or Communication to the Lenders. Each of Parent Guarantor and
Borrower acknowledges that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution.




          (c) THE COMMUNICATIONS TRANSMITTED PURSUANT TO THIS SECTION 9.17 AND THE PLATFORM ARE
PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED
PARTIES WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE PLATFORM AND
EACH CITIGROUP PARTY EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS OR
THE PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY CITIGROUP PARTY IN
CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR
ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE RELATED PARTIES HAVE ANY LIABILITY TO THE LOAN
PARTIES, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF



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COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT IS FOUND IN A
FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM
SUCH AGENT’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.




          (d) Termination. The provisions of this Section 9.17 shall automatically
terminate on the date that Citibank or any of its Affiliates ceases to be the Administrative Agent
under this Agreement.




          SECTION 9.18. USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies Borrower or the Additional Borrower, which information includes the
name, address and tax identification number of Borrower or the Additional Borrower and other
information regarding Borrower that will allow such Lender or the Administrative Agent, as
applicable, to identify Borrower or the Additional Borrower in accordance with the Patriot Act.
This notice is given in accordance with the requirements of the Patriot Act and is effective as to
the Lenders and the Administrative Agent.




          SECTION 9.19. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement
and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern
and control.




[Signature Pages Follow]




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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	GA EBS MERGER, LLC,

     as Borrower (to be merged with and into 


EMDEON BUSINESS SERVICES LLC)

 	 
	 	By:  	/s/
Christopher Lanning	 
	 	 	Name:  	Christopher Lanning	 
	 	 	Title:  	Executive Vice President and Secretary	 
	 
	 	MEDIFAX – EDI HOLDING COMPANY,

     as Additional Borrower

 	 
	 	By:  	/s/
Bob A. Newport, Jr.	 
	 	 	Name:  	Bob A. Newport, Jr.	 
	 	 	Title:  	CFO	 
	 
	 	EBS MASTER LLC,

     as Holdco

 	 
	 	By:  	/s/
Bob A. Newport, Jr.	 
	 	 	Name:  	Bob A. Newport, Jr.	 
	 	 	Title:  	CFO	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC.,

     as Joint Lead Arranger and Joint Bookrunner

 	 
	 	By:  	/s/
Caesar Wyszomirski	 
	 	 	Name:  	Caesar Wyszomirski	 
	 	 	Title:  	Director	 
	 
	 	CITIBANK, N.A.,

     as Administrative Agent, Collateral
Agent and Lender

 	 
	 	By:  	/s/
Caesar Wyszomirski	 
	 	 	Name:  	Caesar Wyszomirski	 
	 	 	Title:  	Vice President	 



S-2









 







	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.,

     as Joint Lead Arranger and Joint Bookrunner

 	 
	 	By:  	/s/
 Keith C. Braun	 
	 	 	Name:  	Keith C. Braun	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	
/s/ William Franen	 
	 	 	Name:  	William Franen	 
	 	 	Title:  	Managing Director	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

     as Syndication Agent and Lender

 	 
	 	By:  	/s/
Stephen Cayer	 
	 	 	Name:  	Stephen Cayer	 
	 	 	Title:  	 Director	 
	 
	 	 	 
	 	By:  	
/s/ David Mayhew	 
	 	 	Name:  	David Mayhew	 
	 	 	Title:  	Managing Director	 



S-3









 







	 	 	 	 	 



	 	 	 	 	 
	 	BEAR, STEARNS & COMPANY INC.,

     as Joint Bookrunner

 	 
	 	By:  	/s/
Richard Bram Smith	 
	 	 	Name:  	Richard Bram Smith	 
	 	 	Title:  	Senior Managing Director	 
	 
	 	BEAR STEARNS CORPORATE LENDING INC.,

     as Documentation Agent and Lender

 	 
	 	By:  	/s/
Victor Bulzacchelli	 
	 	 	Name:  	Victor Bulzacchelli	 
	 	 	Title:  	Vice President	 
	 




S-1











 








ANNEX 1




Lenders and Commitments




	 	 	 	 	 
	Lender	 	Commitment
	Citicorp North America, Inc.
	 	$	68,000,000	 
	 	 	 	 	 
	Address for Notices:
	 	 	 	 
	390 Greenwich St.

New York, New York 10013

Attention: Suzanne Crymes

Fax: 646 291 1621
	 	 	 	 
	 	 	 	 	 
	Deutsche Bank Trust Company Americas
	 	$	68,000,000	 
	 	 	 	 	 
	Address for Notices:
	 	 	 	 
	60 Wall Street

New York, New York 10007

Attention: Patricia Ciocco

Fax: 201 593 2309
	 	 	 	 
	 	 	 	 	 
	Bear Stearns Corporate Lending Inc.
	 	$	34,000,000	 
	 	 	 	 	 
	Address for Notices:
	 	 	 	 
	383 Madison Avenue

New York, New York 10179

Attention: Santiago Caraballo

Fax: 212 272 9184
	 	 	 	 









A-1









 



EXHIBIT A



[FORM OF]

ADMINISTRATIVE QUESTIONNAIRE




	 	 	 	 	 	 	 
	Agent Address:

	 	Citibank, N.A.
	 	Return form to:
	 	Carl Cho
	 
	 

	 	390 Greenwich Street
	 	Facsimile:
	 	(866) 492-5916

	 
	 

	 	New York, New York 10013
	 	E-Mail:
	 	carl.cho@citigroup.com










It is very
important that all of the requested information be completed
accurately and that this questionnaire be returned promptly. If your
institution is sub-allocating its allocation, please fill out an administrative
questionnaire for each legal entity.







Legal Name of Lender to appear in Documentation:



 




	 	 	 
	Signature Block Information:
	 	 
	 

	 	 






	 	•	 	Signing Second Lien Credit Agreement o      Yes      o      No
	 
	 	•	 	Coming in via Assignment      o      Yes      o      No





	 	 	 
	Type of Lender:
	 	 
	 

	 	 




(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund,
Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other—please specify)




	 	 	 
	Lender Parent:
	 	 
	 

	 	 





	 	 	 
	Domestic Address	 	Eurodollar Address
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 





A-2








 





Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.




	 	 	 	 	 
	 	 	Primary Credit Contact	 	Secondary Credit Contact
	Name:
	 	 	 	 
	 

	 	 
	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	 

	 	 
	 	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 
	 	 	Primary Operations Contact	 	Secondary Operations Contact
	Name:
	 	 	 	 
	 

	 	 
	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	 

	 	 
	 	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 
	 	 	Bid Contact	 	L/C Contact
	Name:
	 	 	 	 
	 

	 	 
	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	 

	 	 
	 	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 





A-3









 






Lender’s Domestic Wire Instructions




	 	 	 
	Bank Name:
	 	 
	 

	 	 
	ABA/Routing No.:
	 	 
	 

	 	 
	Account Name:
	 	 
	 

	 	 
	Account No.:
	 	 
	 

	 	 
	FCC Account Name:
	 	 
	 

	 	 
	FCC Account No.:
	 	 
	 

	 	 
	Attention:
	 	 
	 

	 	 
	Reference:
	 	 
	 

	 	 





Lender’s Foreign Wire Instructions




	 	 	 
	Currency:
	 	 
	 

	 	 
	Bank Name:
	 	 
	 

	 	 
	Swift/Routing No.:
	 	 
	 

	 	 
	Account Name:
	 	 
	 

	 	 
	Account No.:
	 	 
	 

	 	 
	FCC Account Name:
	 	 
	 

	 	 
	FCC Account No.:
	 	 
	 

	 	 
	Attention:
	 	 
	 

	 	 
	Reference:
	 	 
	 

	 	 





A-4









 






Agent’s Wire Instructions




	 	 	 
	Bank Name:
	 	 
	 

	 	 
	ABA/Routing No.:
	 	 
	 

	 	 
	Account Name:
	 	 
	 

	 	 
	Account No.:
	 	 
	 

	 	 
	FCC Account Name:
	 	 
	 

	 	 
	FCC Account No.:
	 	 
	 

	 	 
	Attention:
	 	 
	 

	 	 
	Reference:
	 	 
	 

	 	 





Tax Documents




NON-U.S. LENDER INSTITUTIONS:




I. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you
must complete one of the following three tax forms, as applicable to your institution: a.) Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively
Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or
Governmental Agency).



A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It
is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with
the U.S. Please refer to the instructions when completing the form applicable to your institution.
In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed
forms. An original tax form must be submitted.




II. Flow-Through Entities:



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign
Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed
by the intermediary together with a withholding statement. Flow-through entities other than
Qualified Intermediaries are required to include tax forms for each of the underlying beneficial
owners.




A-5









 







Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.




U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must
complete and return Form W-9 (Request for Taxpayer Identification Number and Certification).
Please be advised that we request that you submit an original Form W-9.



Pursuant to the language contained in the tax section of the Second Lien Credit Agreement, the
applicable tax form for your institution must be completed and returned prior to the first payment
of income. Failure to provide the proper tax form when requested may subject your institution to
U.S. tax withholding.





A-6









 








EXHIBIT B




[FORM OF]

ASSIGNMENT AND ACCEPTANCE




     Reference is made to the Second Lien Credit Agreement, dated as of November [ ], 2006 (as may
be amended, restated, refinanced or otherwise modified from time to time, the “Credit
Agreement”), among GA EBS MERGER, LLC, a limited liability company organized under the laws of
Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws
of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ),
EBS MASTER LLC, a limited liability company organized under the laws of Delaware
(“Holdco”), the Lenders, CITIBANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the
“Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK
SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead
Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC., as joint bookrunners, DEUTSCHE BANK TRUST
COMPANY AMERICAS, as syndication agent (in such capacity, the “Syndication Agent”) and BEAR
STEARNS CORPORATE LENDING INC., as documentation agent (in such capacity, the “Documentation
Agent”). Terms used herein without definition shall have the meanings assigned to such terms in
the Credit Agreement.



     [          ] (the “Assignor”) and [          ] (the
“Assignee”) agree as follows:



     I. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment
Date set forth below, the interests set forth below (the “Assigned Interest”) in the
Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the
Loans owing to the Assignor which are outstanding on the Assignment Date but excluding accrued
interest and fees to and excluding the Assignment Date. Each of the Assignor and the Assignee
hereby makes and agrees to be bound by all the representations, warranties and agreements set forth
in Section 9.04 of the Credit Agreement, a copy of which has been received by each such party.
From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan
Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment
and Acceptance, relinquish its rights and be released from its obligations under the Credit
Agreement.



     II. This Assignment and Acceptance is being delivered to the Administrative Agent together
with (i) if the Assignee is organized under the laws of a jurisdiction outside the United States,
the forms specified in Section 2.16 of the Credit Agreement duly completed and executed by the
Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form of Exhibit A to the Credit Agreement and (iii)
except in



B-1









 







the case of an assignment to an affiliate of the assignor, a processing and recordation fee of
$3,500.



     III. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York.



Effective Date of Assignment:




Legal Name of Assignor:




Legal Name of Assignee:




Assignee’s Address for Notices:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of	 
	 	 	 	 	 	 	aggregate Commitments (set	 
	 	 	 	 	 	 	forth, to at least 8 decimals, as a	 
	 	 	 	 	 	 	percentage of the aggregate	 
	 	 	Principal Amount	 	 	Commitments of all Lenders	 
	 	 	Assigned	 	 	thereunder)	 
	Loans:
	 	 	 	 	 	 	 	 






     IV. This Assignment and Acceptance shall become effective when counterparts hereof have been
executed on behalf of each of the parties required pursuant to Section 9.04(b) of the Credit
Agreement.



[Signature Page Follows]




B-2









 








	 	 	 	 	 	 	 	 	 	 	 
	The terms set forth above	 	 	 	 	 	 	 	 
	and on the reverse side	 	 	 	 	 	 	 	 
	hereof are hereby agreed to:	 	 	 	Accepted:*	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                    , as Assignor	 	 	 	CITIBANK, N.A.,	 	 
	 	 	 	 	 	 	as Administrative Agent
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Accepted:*	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                    , as Assignee	 	 	 	EMDEON BUSINESS SERVICES LLC,	 	 
	 	 	 	 	 	 	as Borrower	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 








 




			
	*	 	To be completed only if consents are required under Section 9.04(b) of the Credit
Agreement.





B-3









 





EXHIBIT C




[FORM OF]

BORROWING REQUEST




To:




Citibank, N.A.

     as Administrative Agent for the Lenders

     390 Greenwich Street

     New York, NY 10013




Attention: Carl Cho




[Insert Date]




Ladies and Gentlemen:




     Reference is made to the Second Lien Credit Agreement, dated as of November [ ], 2006 (as may
be amended, restated, refinanced or otherwise modified from time to time, the “Credit
Agreement”), among GA EBS MERGER, LLC, a limited liability company organized under the laws of
Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws
of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ),
EBS MASTER LLC, a limited liability company organized under the laws of Delaware
(“Holdco”), the Lenders, CITIBANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the
“Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK
SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead
Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC., as joint bookrunners, DEUTSCHE BANK TRUST
COMPANY AMERICAS, as syndication agent (in such capacity, the “Syndication Agent”) and BEAR
STEARNS CORPORATE LENDING INC., as documentation agent (in such capacity, the “Documentation
Agent”). Terms used herein without definition shall have the meanings assigned to such terms in
the Credit Agreement.



     Pursuant to Section 2.02 of the Credit Agreement, the Borrower hereby gives you notice that it
requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms
on which such Borrowing is requested to be made:



	 	 	 
	(A) Borrowing
	Loan
	 
	 	 
	(B) Date of Borrowing

(which is a Business Day)
	 	 
	 
	 
	 
	 	 
	(C) Currency of Borrowing
	U.S. Dollars






C-1









 






	 	 	 
	(D) Principal amount of Borrowing 1
	 	 
	 
	 
	 
	 	 
	 
	 
	(E) Type of Borrowing 2
	[ABR][Eurodollar]     
	 
	 	 
	(F) Interest Period and the last day thereof
3
	 	 
	 
	 
	 
	 	 
	(G) Funds are requested to be disbursed to the
following account(s) of applicable
Borrower4
	 	 
	 
	 





     Upon acceptance of any or all of the Loans offered by the Lenders in response to this request,
the Borrowers shall be deemed to have represented and warranted that the conditions to lending
specified in Section 4.02 of the Credit Agreement have been satisfied.



[Signature Page Follows]






 




			
	1	 	Each Borrowing shall be in a minimum aggregate principal
amount of $1.0 million or an integral multiple of $500,000 in excess thereof.
	 
	2	 	Each of the Loans may from time to time be
(i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as
determined by Borrower and notified to the Administrative Agent in accordance
with Sections 2.02 and 2.03 of the Credit Agreement.
	 
	3	 	If borrowing is to be of Eurodollar loans, shall be
subject to the definition of “Interest Period” in the Credit Agreement.
	 
	4	 	Specify the location and number of Borrower’s account to
which funds are to be disbursed.





C-2









 





	 	 	 	 	 
	 	GA EBS MERGER, LLC (to be merged with and 

into EMDEON BUSINESS SERVICES LLC),

   as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MEDIFAX-EDI HOLDING COMPANY,

   as Additional Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-3









 








EXHIBIT D




[FORM OF]

CLOSING CERTIFICATE





     This Closing Certificate is being delivered pursuant to Section 4.01(b) of the Second Lien
Credit Agreement, dated as of November [ ], 2006 (as may be amended, restated, refinanced or
otherwise modified from time to time, the “Credit Agreement”), among GA EBS MERGER, LLC, a
limited liability company organized under the laws of Delaware, which on the Closing Date will be
merged with and into EMDEON BUSINESS SERVICES LLC (“Borrower”), MEDIFAX-EDI HOLDING
COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and
together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company
organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as
collateral agent (in such capacity, the “Collateral Agent”), CITIGROUP GLOBAL MARKETS INC.
(“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers (in
such capacity, the “Lead Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC., as joint
bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS, as syndication agent (in such capacity, the
“Syndication Agent”) and BEAR STEARNS CORPORATE LENDING INC., as documentation agent (in
such capacity, the “Documentation Agent”). Terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement. The undersigned Financial Officer of
the Borrower hereby certifies on behalf of each Loan Party as follows:



     I. The representations and warranties set forth in Article III of the Credit Agreement and in
the other Loan Documents are true and correct in all material respects;



     II. No Default or Event of Default has occurred and is continuing or will result from the
making of any Loans to be made on the date hereof; and



     III. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against any Loan Party.



D-1









 





     IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Loan
Parties and caused the same to be delivered as of this                      day of November, 2006.



	 	 	 	 	 
	 	EMDEON BUSINESS SERVICES LLC,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-2









 








EXHIBIT E




[FORM OF]

COMPLIANCE CERTIFICATE




To: Each of the Lenders (as defined below)




and




Citibank, N.A.

     as Administrative Agent for such Lenders

     390 Greenwich Street

     New York, NY 10013

     Attention: Carl Cho




GA EBS MERGER, LLC 




Ladies and Gentlemen:





     This Compliance Certificate is being delivered pursuant to Section 5.01(c) of the the Second
Lien Credit Agreement, dated as of November [ ], 2006 (as may be amended, restated, refinanced or
otherwise modified from time to time, the “Credit Agreement”), among GA EBS MERGER, LLC, a
limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI
HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional
Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited
liability company organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK,
N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the
Lenders, as collateral agent (in such capacity, the “Collateral Agent”), CITIGROUP GLOBAL
MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead
arrangers (in such capacity, the “Lead Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO.
INC., as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS, as syndication agent (in such
capacity, the “Syndication Agent”) and BEAR STEARNS CORPORATE LENDING INC., as
documentation agent (in such capacity, the “Documentation Agent”). Terms used herein
without definition shall have the meanings assigned to such terms in the Credit Agreement.



     The Borrower hereby certifies, represents and warrants that as of [          ] (the
“Test Date”):5





 




			
	5	 	Test Date should be date of most recent financial
statements delivered under Section 5.01 of the Credit Agreement.




E-1









 











     (a) The Total Leverage Ratio was [___:1.0], as computed on Attachment 1 hereto,
and such ratio [complies] [does not comply] with the provisions of Section 6.09(a) of the
Credit Agreement; 6




     (b) The Consolidated Interest Coverage Ratio was [___:1.0], as computed on
Attachment 2 hereto, and such ratio [complies] [does not comply] with the provisions
of Section 6.09(b) of the Credit Agreement; 7




     (c) The Excess Cash Flow was [          ], as computed on Attachment 3
hereto;8




     (d) No Default has occurred and is continuing [other than as follows:].



[Signature Page Follows]






 




			
	6	 	To be provided in connection with financial statement
delivered in respect of periods following the Fiscal Quarter ending March 31,
2007.
	 
	7	 	To be provided in connection with financial statement
delivered in respect of periods following the Fiscal Quarter ending March 31,
2007.
	 
	8	 	To be provided only after the First Lien Term Loan
Obligations have been repaid in full in accordance with the First Lien Credit
Agreement and in connection with annual financial statement deliveries pursuant
to Section 5.01(b) only.




E-2









 










	 	 	 	 	 
	 	IN WITNESS WHEREOF, Borrower has caused

   this Compliance Certificate to be executed and

   delivered by its duly authorized Financial Officer on 

   this [ ] day of [     ], 20[ ].



EMDEON BUSINESS SERVICES LLC,

   as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




E-3









 





ATTACHMENT 1




Total Leverage Ratio




	 	 	 	 	 
	Total Leverage Ratio: Consolidated Indebtedness
less Excess Cash to Consolidated EBITDA
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Indebtedness as of [     ], 20[ ]
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	less Excess Cash
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated EBITDA for the four Fiscal Quarter
period ended [ ], 200[ ]
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Indebtedness to Consolidated EBITDA
	 	[   ]:1.00	 
	 
	 	 	 	 
	Covenant Requirement for Fiscal Quarter Ending
Closest to [     ], 20[ ]
	 	No more than
 [ ]:1.00







E-4









 






ATTACHMENT 2




Consolidated Interest Coverage Ratio




	 	 	 	 	 
	Consolidated Interest Coverage Ratio: Consolidated EBITDA
to Consolidated Interest Expense
	 	 	 	 
	 
	 	 	 	 
	Consolidated EBITDA
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Interest Expense
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated EBITDA to Consolidated Interest
Expense
	 	[    ]:1.00	 
	 
	 	 	 	 
	Covenant Requirement
	 	Greater than or equal
 to [ ]:1.00






E-5









 







ATTACHMENT 3




Excess Cash Flow




	 	 	 	 	 
	the sum, without duplication, of:
	 	 	 	 
	 
	 	 	 	 
	Consolidated Net Income adjusted to exclude any amount of gain
included in both (x) Consolidated Net Income and (y) Net Proceeds
actually applied to the prepayment of the Loans pursuant to Section
2.05(c)(ii) or (iii), plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	an amount equal to the amount of all non-cash charges (including
depreciation, amortization of intangibles, deferred taxes (which may
be positive or negative for this purpose) and other non-cash expenses)
to the extent deducted in arriving at such Consolidated Net Income,
plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	amounts actually received as reimbursements during such Fiscal Year in
respect of expenses deducted from the calculation of Excess Cash Flow
for a previous Fiscal Year pursuant to clause (b) of this definition,
plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	the amount by which Consolidated Working Capital in such Fiscal Year
decreased; less
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	the sum without duplication, of:
	 	 	 	 
	 
	 	 	 	 
	the aggregate amount actually paid in cash by Borrower and its
Subsidiaries during such Fiscal Year on account of Capital
Expenditures (other than Capital Expenditures to the extent funded
with the proceeds of the incurrence of Indebtedness (other than
Revolving Loans under the First Lien Credit Agreement or loans under
any other revolving credit facility) or the issuance of Equity
Interests),
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	the aggregate amount of payments of principal in respect of any
Indebtedness during such Fiscal Year (other than (A) pursuant to
Section 2.05(a) or Section 2.05(c)(i), (ii) or (iii), (B) payments of
principal in respect of any revolving credit facility to the extent
that there is not an equivalent reduction in the commitments in
respect of such facility and (C) any repayment of Indebtedness
	 	 	 	 
	 
	 	 	 





E-6









 






	 	 	 	 	 
	 to the
extent made with the proceeds of the incurrence of Indebtedness (other
than Revolving Loans under the First Lien Credit Agreement or loans
under any other revolving credit facility) or the issuance of Equity
Interests),

	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	the aggregate amount of Investments (other than Investments among loan
parties) made in cash during such Fiscal Year pursuant to Section
6.06,
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	to the extent not deducted in arriving at Consolidated Net Income, (A)
Permitted Tax Distributions that are paid during such Fiscal Year, and
(B) any other amount for taxes or tax distributions actually paid or
to be paid in cash by Borrowers or their Subsidiaries during such
Fiscal Year or set aside to be paid; provided that any such amount
shall not be included in this clause (iv) in respect of more than one
Fiscal Year,
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	the amount by which Consolidated Working Capital in such Fiscal Year
increased,
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	any non-cash gains included in determining Consolidated Net Income for
such period,
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	cash expenditures made in respect of Swap Agreements during such
Fiscal Year, to the extent not reflected in the computation of
Consolidated Net Income and to the extent made from internally
generated funds,
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	working capital adjustments and earn-out payments under the
Transaction Documents and Permitted Acquisitions (including in respect
of entities acquired prior to the Closing Date), in each case to the
extent made from internally generated funds, and
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	amounts paid in cash during such Fiscal Year on account of items that
were accounted for as non-cash reductions in determining Consolidated
Net Income in the Prior Fiscal Year.
	 	 	 	 
	 
	 	 	 






E-7









 








EXHIBIT F




[FORM OF]

Second Lien GUARANTEE AGREEMENT




     
Second Lien Guarantee
Agreement,  dated as of November [15], 2006, by GA EBS MERGER,
LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI
HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and
together with Borrower, “Borrowers”) EBS MASTER LLC, a limited liability company organized under
the laws of Delaware (“Parent Guarantor”) and each of the other entities that becomes a party
hereto pursuant to Section 23 hereof (collectively, together with Parent Guarantor, the
“Guarantors” and each, individually, a “Guarantor” and each Guarantor other than Parent Guarantor
and any other Person that is the beneficial owner of all of the Equity Interests of Borrowers and
Parent Guarantor, a “Subsidiary Guarantor”), in favor of Citibank, N.A., as administrative agent
and collateral agent for the Secured Parties (in such capacity, the “Administrative Agent” and
“Collateral Agent”), and each other Agent, Lender and each other holder of a Secured Obligation (as
each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party”
and, collectively, the “Guarantied Parties”).



W i t n e s s e t h:




     Whereas, pursuant to the Second Lien Credit Agreement, dated as of November [ ],
2006 (together with all appendices, exhibits and schedules thereto and as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized
terms used herein and not otherwise defined shall have the meanings given to them in the Credit
Agreement) among Borrowers, Parent Guarantor and the Lenders party thereto, Citibank, N.A., as
Administrative Agent and Collateral Agent, Citigroup Global Markets Inc. and Deutsche Bank
Securities Inc., as joint lead arrangers, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. and Bear, Stearns & Co. Inc. as joint bookrunners, Deutsche Bank Trust Company Americas as
syndication agent and the Lenders have severally agreed to make extensions of credit to Borrowers
upon the terms and subject to the conditions set forth therein;



     Whereas, Parent Guarantor is the sole shareholder of Borrower as of the date hereof;



     Whereas, each Guarantor will receive substantial direct and indirect benefits from
the making of the Loans, the issuance of the Letters of Credit and the granting of the other
financial accommodations to Borrowers under the Credit Agreement; and



     Whereas, a condition precedent to the obligation of the Lenders to make their
respective extensions of credit to Borrowers under the Credit Agreement is that the Guarantors
shall have executed and delivered this Guarantee Agreement for the benefit of the Guarantied
Parties;



     Now, Therefore, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



 









 





     Section 1. Guarantee



     (a) To induce the Lenders to make the Loans, each Guarantor hereby absolutely, unconditionally
and irrevocably guarantees, jointly and severally with all other Guarantors, as primary obligor and
not merely as surety, the full and punctual payment when due, whether at stated maturity or
earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any
other Loan Document, of all the Secured Obligations, whether or not from time to time reduced or
extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may
become barred by any statute of limitations, whether or not enforceable against Borrowers, whether
now or hereafter existing, and whether due or to become due, including principal, interest
(including interest at the contract rate applicable upon default accrued or accruing after the
commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”),
whether or not such interest is an allowed claim in such proceeding), reasonable fees and costs of
collection. This Guarantee Agreement constitutes a guarantee of payment and not of collection.



     (b) Each Guarantor further agrees that, if (i) any payment made by Borrowers or any other
Person and applied to the Secured Obligations is at any time annulled, avoided, set aside,
rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be
refunded or repaid or (ii) the proceeds of Collateral are required to be returned by any Guarantied
Party to Borrowers, or their respective estates, trustees or receivers or any other party,
including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law,
then, to the extent of such refund, return or repayment, any such Guarantor’s liability hereunder
(and any Lien or other Collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this
Guarantee Agreement shall have been cancelled or surrendered, this Guarantee Agreement shall be
reinstated in full force and effect, and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of
the amount of such payment.



     Section 2. Limitation of Guarantee



     Any term or provision of this Guarantee Agreement or any other Loan Document to the contrary
notwithstanding, the maximum aggregate amount of the Secured Obligations for which any Subsidiary
Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor
can be liable without rendering this Guarantee Agreement or any other Loan Document, as it relates
to such Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent
conveyance or fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable
provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case after
giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise,
that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any
liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to Borrowers to
the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such
Subsidiary Guarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as
determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to
subrogation, contribution, reimbursement, indemnity



F-2









 







or similar rights held by such Subsidiary Guarantor pursuant to (i) applicable Requirements of
Law, (ii) Section 3 of this Guarantee Agreement or (iii) any other Contractual Obligations
providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or
Affiliates of Parent Guarantor or Borrowers of obligations arising under this Guarantee Agreement
or other guaranties of the Secured Obligations by such parties.



     Section 3. Contribution



     To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of
the Secured Obligations exceeding the greater of (a) the amount of the economic benefit actually
received by such Subsidiary Guarantor from the Loans and (b) the amount such Subsidiary Guarantor
would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Secured
Obligations (excluding the amount thereof repaid by the Parent Guarantor and/or Borrowers) in the
same proportion as such Subsidiary Guarantor’s net worth at the date enforcement is sought
hereunder bears to the aggregate net worth of all the Subsidiary Guarantors at the date enforcement
is sought hereunder, then such Subsidiary Guarantor shall be reimbursed by such other Subsidiary
Guarantors for the amount of such excess, pro rata, based on the respective net worths of such
other Subsidiary Guarantors at the date enforcement hereunder is sought.



     Section 4. Authorization; Other Agreements



     The Guarantied Parties are hereby authorized, without notice to, or demand upon, any
Guarantor, which notice and demand requirements each are expressly waived hereby (to the extent
permitted by law), and without discharging or otherwise affecting the obligations of any Guarantor
hereunder (which obligations shall remain absolute and unconditional notwithstanding any such
action or omission to act), from time to time, to do each of the following (in each case, to the
extent applicable, in accordance with the terms of the other Loan Documents):




     (a) supplement, renew, extend, accelerate or otherwise change the time for payment of,
or other terms relating to, the Secured Obligations, or any part of them, or otherwise
modify, amend or change the terms of any Loan Document, any Hedging Agreement or any other
document relating to the Secured Obligations, in each case now or hereafter executed by
Borrowers and delivered to the Guarantied Parties or any of them, including any increase or
decrease of principal or the rate of interest thereon;




     (b) waive or otherwise consent to noncompliance with any provision of any instrument
evidencing the Secured Obligations, or any part thereof, or any other instrument or
agreement in respect of the Secured Obligations (including the other Loan Documents) now or
hereafter executed by Borrowers and delivered to the Guarantied Parties or any of them;




     (c) accept partial payments on the Secured Obligations;




     (d) receive, take and hold additional security or collateral for the payment of the
Secured Obligations or any part of them and exchange, enforce, waive, substitute,



F-3









 







liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter
and release any such additional security or collateral;




     (e) settle, release, compromise, collect or otherwise liquidate the Secured Obligations
or accept, substitute, release, exchange or otherwise alter, affect or impair any security
or collateral for the Secured Obligations or any part of them or any other guarantee
therefor, in any manner;




     (f) add, release or substitute any one or more other guarantors, makers or endorsers of
the Secured Obligations or any part of them and otherwise deal with Borrowers or any other
guarantor, maker or endorser;




     (g) apply to the Secured Obligations any payment or recovery (x) from Borrowers, or any
other guarantor, maker or endorser of the Secured Obligations or any part of them or (y)
from any Guarantor in such order as provided herein, in each case whether such Secured
Obligations are secured or unsecured or guaranteed or not guaranteed by others;




     (h) apply to the Secured Obligations any payment or recovery from any Guarantor of the
Secured Obligations or any sum realized from security furnished by such Guarantor upon its
indebtedness or obligations to the Guarantied Parties or any of them, in each case whether
or not such indebtedness or obligations relate to the Secured Obligations; and




     (i) refund at any time any payment received by any Guarantied Party in respect of any
Secured Obligation, and payment to such Guarantied Party of the amount so refunded shall be
fully guaranteed hereby even though prior thereto this Guarantee Agreement shall have been
cancelled or surrendered, and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in
respect of the amount so refunded;


even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is
extinguished, affected or impaired by any of the foregoing (including any election of remedies by
reason of any judicial, non-judicial or other proceeding in respect of the Secured Obligations that
impairs any subrogation, reimbursement or other right of such Guarantor).




     Section 5. Guarantee Absolute and Unconditional



     To the extent allowed under applicable law, each Guarantor hereby waives any defense (other
than payment in full) of a surety or guarantor or any other obligor on any obligations arising in
connection with or in respect of any of the following and hereby agrees that its obligations under
this Guarantee Agreement are absolute and unconditional and shall not be discharged or otherwise
affected as a result of any of the following:




     (a) the invalidity or unenforceability of any of Parent Guarantor’s or Borrowers’
obligations under the Credit Agreement or any other Loan Document or any other agreement or
instrument relating thereto or any Loan Party’s obligations in respect of the



F-4









 







Secured Obligations, or any security for, or other guarantee of the Secured Obligations
or any part of them, or the lack of perfection or continuing perfection or failure of
priority of any security for the Secured Obligations or any part of them;




     (b) the absence of any attempt to collect the Secured Obligations or any part of them
from Borrowers or any Guarantor or other action to enforce the same;




     (c) failure by any Guarantied Party to take any steps to perfect and maintain any Lien
on, or to preserve any rights to, any Collateral;




     (d) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of
the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;




     (e) any borrowing or grant of a Lien by Borrowers, as debtor-in-possession, or
extension of credit, under Section 364 of the Bankruptcy Code;




     (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion
of any Guarantied Party’s claim (or claims) for repayment of the Secured Obligations;




     (g) any use of cash collateral under Section 363 of the Bankruptcy Code;




     (h) any agreement or stipulation as to the provision of adequate protection in any
bankruptcy proceeding;




     (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any
reason;




     (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against Borrowers, any Guarantor or
any of Borrowers’ or Parent Guarantor’s respective other Subsidiaries, including any
discharge of, or bar or stay against collecting, any Secured Obligation (or any part of them
or interest thereon) in or as a result of any such proceeding;




     (k) failure by any Guarantied Party to file or enforce a claim against Borrowers or its
estate in any bankruptcy or insolvency case or proceeding;




     (l) any action taken by any Guarantied Party if such action is authorized hereby;




     (m) any election following the occurrence of an Event of Default by any Guarantied
Party to proceed separately against the personal property Collateral in accordance with such
Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and
real property, to proceed against such personal and real property in accordance with such
Guarantied Party’s rights with respect to such real property; or



F-5









 






     (n) any other circumstance that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor or any other obligor on any obligations, other
than the payment in full of the Secured Obligations.



     Section 6. Waivers



     To the extent allowed under applicable law, each Guarantor hereby waives diligence,
promptness, presentment, demand for payment or performance and protest and notice of protest,
notice of acceptance and any other notice in respect of the Secured Obligations or any part of
them, and any defense arising by reason of any disability or other defense of Borrowers. Each
Guarantor shall not, until the Secured Obligations are paid in full, assert any claim or
counterclaim it may have against Borrowers or set off any of its obligations to Borrowers or any
other Guarantor against any obligations of Borrowers or any other Guarantor to it. In connection
with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged
until the Secured Obligations are paid in full.



     Section 7. Reliance



     Each Guarantor hereby assumes responsibility for keeping itself informed of the financial
condition of Borrowers and any endorser and other guarantor of all or any part of the Secured
Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Secured
Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby
agrees that no Guarantied Party shall have any duty to advise any Guarantor of information known to
it regarding such condition or any such circumstances. In the event any Guarantied Party, in its
sole discretion, undertakes at any time or from time to time to provide any such information to any
Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation
not a part of its regular business routine, (b) to disclose any information that such Guarantied
Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to
maintain confidential or (c) to make any other or future disclosures of such information or any
other information to any Guarantor.



     Section 8. Non-Enforcement of Subrogation and Contribution Rights



     Until the Secured Obligations have been paid in full, the Guarantors shall not enforce or
otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any
part of them against any Loan Party or any right of reimbursement or contribution or similar right
against any Loan Party by reason of this Agreement or by any payment made by any Guarantor in
respect of the Secured Obligations.



     Section 9. Subordination



     Each Guarantor hereby agrees that any Indebtedness of any Loan Party permitted pursuant to
Section 6.01(d) (the “Guarantor Subordinated Debt”) shall be subordinated to such Loan Party’s
Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness
and that, except as permitted under Section 6.16 of the Credit Agreement, the Guarantor
Subordinated Debt shall not be paid in whole or in part until the Secured Obligations have been
paid in full and this Guarantee Agreement is terminated and of no further force or



F-6









 







effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated
Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance
of an Event of Default, the Loan Parties shall at Administrative Agent’s direction pay to the
Administrative Agent any payment of all or any part of the Guarantor Subordinated Debt and any
amount so paid to the Administrative Agent shall be applied to payment of the Secured Obligations
in the order of priority set forth in Section 7.05 of the Credit Agreement, as though the
Administrative Agent were the Collateral Agent. Each payment on the Guarantor Subordinated Debt
received in violation of any of the provisions hereof shall be deemed to have been received by such
Guarantor as trustee for the Guarantied Parties and shall be paid over to the Administrative Agent
immediately on account of the Secured Obligations, but without otherwise affecting in any manner
such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against any Loan Party
in any bankruptcy or other proceeding in which the filing of claims is required by law in respect
of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such
Guarantor’s rights thereunder. If for any reason a Guarantor fails to file such claim at least
five Business Days prior to the last date on which such claim should be filed, such Guarantor
hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is
hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the
Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in
the name of the Administrative Agent or its nominee. In all such cases, whether in administration,
bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the
Administrative Agent the full amount payable on the claim in the proceeding, and, to the full
extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of
such Guarantor’s rights to any payments or distributions to which such Guarantor otherwise would be
entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, the
Administrative Agent shall promptly pay the excess amount to the party entitled thereto. In
addition, each Guarantor hereby irrevocably appoints the Administrative Agent as its
attorney-in-fact to exercise all of such Guarantor’s voting rights as a Creditor in connection with
any bankruptcy proceeding or any plan for the reorganization of any other Loan Party.



     Section 10. Default; Remedies



     The obligations of each Guarantor hereunder are independent of and separate from the Secured
Obligations. Upon the occurrence and continuance of any Event of Default, the Administrative Agent
may, at its sole election, proceed directly and at once, without notice, against any Guarantor to
collect and recover the full amount or any portion of the Secured Obligations then due, without
first proceeding against Borrowers or any other guarantor of the Secured Obligations, or against
any Collateral under the Loan Documents or joining Borrowers or any other such guarantor in any
proceeding against any Guarantor. At any time after maturity of the Secured Obligations, the
Administrative Agent may (unless the Secured Obligations have been paid in full), without notice to
any Guarantor and regardless of the acceptance of any Collateral for the payment hereof,
appropriate and apply toward the payment of the Secured Obligations (a) any indebtedness due or to
become due from any Guarantied Party to such Guarantor and (b) any moneys, credits or other
property belonging to such Guarantor at any time held by or coming into the possession of any
Guarantied Party or any of its respective Affiliates.



F-7









 





     Section 11. Irrevocability



     This Guarantee Agreement shall be irrevocable as to the Secured Obligations (or any part
thereof) until the Commitments have been terminated and all Secured Obligations then outstanding
have been paid in full, at which time this Guarantee Agreement shall automatically terminate and be
cancelled. Upon such termination or cancellation and at the written request of any Guarantor or
its successors or assigns, and at the cost and expense of such Guarantor or its successors or
assigns, the Administrative Agent shall execute in a timely manner a satisfaction of this Guarantee
Agreement and such instruments, documents or agreements as are necessary or desirable to evidence
the termination of this Guarantee Agreement.



     Section 12. Setoff



     If an Event of Default shall have occurred and be continuing, each Guarantied Party and each
Affiliate of a Guarantied Party is hereby authorized at any time and from time to time during such
Event of Default, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness
at any time owing by such Guarantied Party or Affiliate of a Guarantied Party to or for the credit
or the account of any Guarantor against any of and all the due and payable obligations of any
Guarantor now or hereafter existing under the Credit Agreement and other Loan Documents held by
such Guarantied Party or Affiliate of a Guarantied Party, irrespective of whether or not such
Guarantied Party or Affiliate of a Guarantied Party shall have made any demand under the Credit
Agreement or such other Loan Document to the extent such obligations are due and payable. The
rights of each Guarantied Party under this Section 12 are in addition to the other rights
and remedies (including other rights of setoff) that such Guarantied Party may have.



     Section 13. No Marshalling



     Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf
of any Guarantied Party shall be under any obligation to marshal any assets in favor of any
Guarantor or against or in payment of any or all of the Secured Obligations.



     Section 14. Enforcement; Amendments; Waivers



     No delay on the part of any Guarantied Party in the exercise of any right or remedy arising
under this Guarantee Agreement, the Credit Agreement, any other Loan Document or otherwise with
respect to all or any part of the Secured Obligations, the Collateral or any other guarantee of or
security for all or any part of the Secured Obligations shall operate as a waiver thereof, and no
single or partial exercise by any such Person of any such right or remedy shall preclude any
further exercise thereof. No modification or waiver of any provision of this Guarantee Agreement
shall be binding upon any Guarantor or Guarantied Party, except as expressly set forth in a writing
duly signed and delivered by the party making such modification or waiver. Failure by any
Guarantied Party at any time or times hereafter to require strict performance by Borrowers, any
Guarantor, any other guarantor of all or any part of the Secured Obligations or any other Person of
any provision, warranty, term or condition contained in any Loan Document now or at any time
hereafter executed by any such Persons and delivered to any Guarantied Party



F-8









 







shall not waive, affect or diminish any right of any Guarantied Party at any time or times
hereafter to demand strict performance thereof and such right shall not be deemed to have been
waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or
employees, unless such waiver is contained in an instrument in writing, directed and delivered to
Borrowers and/or such Guarantor, as applicable, specifying such waiver, and is executed by the
party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event
of Default by any Guarantied Party shall operate as a waiver of any other Event of Default or the
same Event of Default or on a future occasion, and no action by any Guarantied Party permitted
hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the
obligations of any Guarantor under this Guarantee Agreement. Any final, non-appealable
determination by a court of competent jurisdiction of the amount of any principal or interest owing
by Borrowers to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective
of whether such Guarantor was a party to the suit or action in which such determination was made.



     Section 15. Successors and Assigns



     This Guarantee Agreement shall be binding upon each Guarantor and upon the successors and
assigns of such Guarantors and shall inure to the benefit of the Guarantied Parties and their
respective successors and assigns (in accordance with the Credit Agreement); all references herein
to Borrowers and to the Guarantors (in each case, singly or collectively) shall be deemed to
include their respective successors and assigns. The successors and assigns of the Guarantors and
Borrowers shall include, without limitation, their respective receivers, trustees and
debtors-in-possession. All references to the singular shall be deemed to include the plural where
the context so requires.



     Section 16. Representations and Warranties; Covenants



     Each Guarantor hereby (a) represents and warrants that the representations and warranties as
to such Guarantor made by the Parent Guarantor and Borrowers in Article III of the Credit
Agreement are true and correct on each date as required by Section 4.02(b) of the Credit
Agreement and (b) agrees to take, or refrain from taking, as the case may be, each action necessary
to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by
the failure to take such action or to refrain from taking such action by such Guarantor.



     Section 17. Governing Law



     This Guarantee Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York.



     Section 18. Submission to Jurisdiction; Service of Process



     (a) Each Guarantor 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 of America 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 the other Loan Documents, or
for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably



F-9









 







and unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in such New York State or, to the extent permitted by law, in such Federal
court. Each Guarantor 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. Nothing in this Agreement shall affect any right that the Administrative
Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding
relating to the Credit Agreement or the other Loan Documents against each Guarantor or their
respective properties in the courts of any jurisdiction.



     (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which 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 or the other
Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section.
Each Guarantor 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) Each Guarantor irrevocably consents to service of process in the manner provided for
notices in Section 9.01 of the Credit Agreement. Nothing contained in the Credit Agreement
or any other Loan Document shall affect the right of the Collateral Agent or any other Guarantied
Party to serve process in any other manner permitted by law.



     Section 19. Certain Terms



     The following rules of interpretation shall apply to this Guarantee Agreement: (a) the terms
“herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Guarantee Agreement as
a whole and not to any particular Article, Section, subsection or clause in this Guarantee
Agreement, (b) unless otherwise indicated, references herein to an Exhibit, Article, Section,
subsection or clause refer to the appropriate Exhibit to, or Article, Section, subsection or clause
in this Guarantee Agreement and (c) the term “including” means “including without limitation”
except when used in the computation of time periods.



     Section 20. Waiver of Jury Trial



          Each of the Administrative Agent, the other Guarantied Parties and each Guarantor
irrevocably waives trial by jury in any action or proceeding with respect to this Guarantee
Agreement and any other Loan Document.




     Section 21. Notices



     Any notice or other communication herein required or permitted shall be given as provided in
Section 9.01 of the Credit Agreement and, in the case of any Guarantor, to such Guarantor
in care of Borrowers.



     Section 22. Severability



F-10









 





     Wherever possible, each provision of this Guarantee Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Guarantee
Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Guarantee Agreement.



     Section 23. Additional Guarantors



     Each of the Guarantors agrees that, if, pursuant to Section 5.15 of the Credit
Agreement, Borrowers shall be required to cause any of its respective Subsidiaries (or any
Subsidiary of any Loan Party) that is not a Guarantor to become a Guarantor hereunder, or if for
any reason Borrowers desire any such Subsidiary to become a Guarantor hereunder, such Subsidiary
shall execute and deliver to the Administrative Agent a Guarantee Supplement in substantially the
form of Exhibit A attached hereto and shall thereafter for all purposes be a party hereto
and have the same rights, benefits and obligations as a Guarantor party hereto on the Closing Date.



     Section 24. Collateral



     Each Guarantor hereby acknowledges and agrees that its obligations under this Guarantee
Agreement are secured pursuant to the terms and provisions of the Security Documents executed by it
in favor of the Administrative Agent, for the benefit of the Secured Parties, and covenants that it
shall not grant any Lien (other than Liens permitted under Section 6.02 of the Credit
Agreement) with respect to its Property in favor, or for the benefit, of any Person other than the
Collateral Agent, for the benefit of the Secured Parties.



     Section 25. Waiver of Consequential Damages



          Each Guarantor, to the maximum extent allowed by law, hereby irrevocably and
unconditionally waives, releases and agrees not to sue upon any claim, whether or not accrued and
whether or not suspected to exist in its favor, for any special, consequential or punitive damages
(including, without limitation, any loss or profits, business or anticipated savings) in respect of
this Guarantee Agreement or any other Loan Document. Each Guarantor also agrees to be bound by the
provisions of Section 9.05 of the Credit Agreement as though it were borrower or additional
borrower.




     Section 26. Entire Agreement



     This Guarantee Agreement, taken together with all of the other Loan Documents executed and
delivered by the Guarantors, represents the entire agreement and understanding of the parties
hereto and supersedes all prior understandings, written and oral, relating to the subject matter
hereof.



     Section 27. Termination



     This Guarantee Agreement (other than the reinstatement provisions of Section 1(b),
Section 17, Section 18, Section 20 and Section 25) shall terminate
upon the payment in full of the Secured Obligations. “Payment in full” shall mean, with respect to
any Secured Obligation, the



F-11









 







occurrence of all of the following: (a) payment in full in cash (or otherwise to the written
satisfaction of the Secured Parties owed such Secured Obligations) of the Secured Obligations other
than (i) contingent indemnification obligations, Hedging Agreement Obligations, Interest Rate
Agreement Obligations and Secured Obligations not then due and payable and (b) the termination of
all Commitments and all other obligations of the Secured Parties under the Loan Documents.



     Section 28. Instrument for the Payment of Money



     Each Guarantor hereby acknowledges that this Guarantee Agreement constitutes an instrument for
the payment of money, and consents and agrees that any Secured Party, at its sole option, in the
event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the
right to bring a motion-action under New York CPLR Section 3213.



     Section 29. Release of Guarantors



     If, in compliance with the terms and provisions of the Loan Documents, all or substantially
all of the Equity Interests or property of any Guarantor is sold or otherwise transferred to a
Person or Persons, none of which is a Loan Party or a Subsidiary thereof in accordance with the
Credit Agreement (a “Transferred Guarantor”) such Transferred Guarantor shall, upon the
consummation of such sale, transfer or designation, be released from its obligations under this
Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any
Security Document and, in the case of a sale of all or substantially all of the Equity Interests of
the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to
the Security Agreement shall be released, and the Collateral Agent shall take such actions as are
necessary to effect each release described in this Section 29 in accordance with the
relevant provisions of the Security Documents.



[Signature Pages Follow]





F-12











 





     In witness whereof, this Guarantee Agreement has been duly executed by the Guarantors
as of the day and year first set forth above.



	 	 	 	 	 
	 	EBS MASTER LLC,

     as Parent Guarantor
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	ADVANCED BUSINESS FULFILLMENT, LLC

CAREINSITE LLC

CLAIMS PROCESSING SERVICE LLC

DAKOTA IMAGING LLC

EMDEON CLINICAL SERVICES, LLC

ENVOY LLC

EXPRESSBILL LLC

HEALTHCARE INTERCHANGE LLC

ILLINOIS MEDICAL INFORMATION NETWORK LLC

IMS-NET OF CENTRAL FLORIDA LLC

IMS-NET OF COLORADO LLC

IMS-NET OF ILLINOIS LLC

INTERACTIVE PAYER NETWORK LLC

KINETRA LLC

MEDE AMERICA LLC

MEDE AMERICA OF OHIO LLC

MEDI, INC.

MEDIFAX, INC.

MEDIFAX-EDI HOLDINGS, INC.

MEDIFAX-EDI, LLC

MEDIFAX-EDI SERVICES, INC.

THINC, L.L.C.

THINC ACQUISITION LLC,

each as a Subsidiary Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page to Guarantee Agreement]





 









 





Acknowledged and Agreed

as of the date first above written:




Citibank, N.A.

as Administrative Agent and Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






[Signature Page to Guarantee Agreement]




F-14









 





Exhibit A

to

Guarantee Agreement




Form of Guarantee Supplement




     The undersigned hereby agrees to be bound as a Guarantor for purposes of the Second Lien
Guarantee Agreement, dated as of November [ ], 2006, (the “Guarantee Agreement”), by EBS Master
LLC and the Subsidiary Guarantors party thereto and acknowledged by Citibank, N.A., as
Administrative Agent and Collateral Agent, and the undersigned hereby acknowledges receipt of a
copy of the Guarantee Agreement. The undersigned hereby represents and warrants that each of the
representations and warranties contained in Section 16 of the Guarantee Agreement
applicable to it is true and correct on and as the date hereof as if made on and as of such date.
Capitalized terms used herein but not defined herein are used with the meanings given them in the
Guarantee Agreement.



     In witness whereof, the undersigned has caused this Guarantee Supplement to be duly
executed and delivered as of                     , ___.



	 	 	 	 	 
	 	[Name of Subsidiary Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Acknowledged and Agreed

     as of the date first above written:




Citibank, N.A. 

as Administrative Agent and Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






F-Exhibit A









 





EXHIBIT G




[FORM OF]

INTERCOMPANY NOTE




New York, New York

[     ], 200[ ]




     FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from
any other entity listed on the signature page hereto (each, in such capacity, a “Payor”),
hereby promises to pay on demand to the order of such other entity listed below (each, in such
capacity, a “Payee”), in lawful money of the United States of America in immediately
available funds, at such location in the United States of America as a Payee shall from time to
time designate, the unpaid principal amount of all loans and advances (including trade payables)
made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal
amount of all such loans and advances in like money at said location from the date of such loans
and advances until paid at such rate per annum as shall be agreed upon from time to time by such
Payor and such Payee.



     This note (“Note”) is an Intercompany Note referred to in (i) the First Lien Credit
Agreement, dated as of November [ ], 2006 (as may be amended, restated, refinanced or otherwise
modified from time to time, the “Credit Agreement”), among GA EBS MERGER, LLC, a limited
liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING
COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and
together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company
organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A.
(“Citibank”), as administrative agent for the Lenders, as collateral agent, as Swingline
Lender and as Issuing Bank, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK
SECURITIES INC. (“DBSI”), as joint lead arrangers, CGMI, DBSI and BEAR, STEARNS & CO. INC.
(“BSCI”), as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as
syndication agent and BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”), as
documentation agent and (ii) the Second Lien Credit Agreement, dated as of November [ ], 2006 (as
may be amended, restated, refinanced or otherwise modified from time to time, the “Second Lien
Credit Agreement”), among Borrowers, Holdco, the Lenders, Citibank, as administrative agent
for the Lenders and as collateral agent, CGMI and DBSI, as joint lead arrangers, CGMI, DBSI and
BSCI, as joint bookrunners, DBTCA, as syndication agent and Bear Stearns, as documentation agent.
This note is subject to the terms thereof, and shall be pledged by each Payee pursuant to, the
“Security Agreement” as defined in the First Lien Credit Agreement and the “Security Agreement” as
defined in the Second Lien Credit Agreement (together, the “Security Agreements”), to the
extent required pursuant to the terms thereof. Each Payee hereby acknowledges and agrees that the
administrative agents (the “Administrative Agents”) and collateral agents (the
“Collateral Agents”) under the Credit Agreements may exercise all rights provided in the
Credit Agreements and the Security Agreements with respect to this Note, subject to the terms of
the Intercreditor Agreement. Capitalized



G-1









 







terms used herein that are not defined shall have the meanings ascribed to such terms in the
First Lien Credit Agreement.



     Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note
owed by any Payor that is Borrower, Additional Borrower or a Guarantor to any Payee other than
Borrower shall be subordinate and junior in right of payment, to the extent and in the manner
hereinafter set forth, to all Secured Obligations (such term used herein to encompass the “Secured
Obligations” as defined under both Credit Agreements) of such Payor, including, without limitation,
where applicable, under such Payor’s guarantee of the Obligations (such term used herein to
encompass the “Obligations” as defined under both Credit Agreements) (such Secured Obligations and
other indebtedness and obligations in connection with any renewal, refunding, restructuring or
refinancing thereof, including interest thereon accruing after the commencement of any proceedings
referred to in clause (i) below, whether or not such interest is an allowed claim in such
proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):




     (i) In the event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection therewith, relative
to any Payor or to its property, and in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of such Payor, whether or not involving
insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full
in cash in respect of all amounts constituting Senior Indebtedness before any Payee is
entitled to receive (whether directly or indirectly), or make any demands for, any payment
on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in
cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution
to which such Payee would otherwise be entitled (other than debt securities of such Payor
that are subordinated, to at least the same extent as this Note, to the payment of all
Senior Indebtedness then outstanding (such securities being hereinafter referred to as
“Restructured Debt Securities”)) shall be made to the holders of Senior
Indebtedness;




     (ii) if any Event of Default occurs and is continuing under either Credit Agreement and
the Senior Indebtedness has been accelerated, then no payment or distribution of any kind or
character shall be made by or on behalf of the Payor or any other Person on its behalf with
respect to this Note; and




     (iii) if any payment or distribution of any character, whether in cash, securities or
other property (other than Restructured Debt Securities), in respect of this Note shall
(despite these subordination provisions) be received by any Payee in violation of clause (i)
or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over or delivered
to the administrative agent under the First Lien Credit Agreement, for application to the
Secured Obligations in accordance with the terms of the First Lien Credit Agreement and the
Intercreditor Agreement.



     To the fullest extent permitted by law, no present or future holder of Senior Indebtedness
shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to
act on the part of any Payor or by any act or failure to act on the part of such holder or any



G-2









 







trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination
of this Note is for the benefit of the Secured Parties (such term used herein to encompass the
“Secured Parties” as defined under both Credit Agreements) and the Secured Parties are obligees
under this Note to the same extent as if their names were written herein as such and the
Administrative Agents or the Collateral Agents may, on behalf of themselves, or the Secured
Parties, proceed to enforce the subordination provisions herein.



     The indebtedness evidenced by this Note owed by any Payor that is not Borrower or the Parent
Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any
other obligation of such Payor.



     Nothing contained in the subordination provisions set forth above is intended to or will
impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and
unconditional, to pay to such Payee the principal of and interest on this Note as and when due and
payable in accordance with its terms, or is intended to or will affect the relative rights of such
Payee and other creditors of such Payor other than the holders of Senior Indebtedness.



     Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all
of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books
and records, such books and records constituting prima facie evidence of the accuracy of the
information contained therein.



     Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with
this Note. All payments under this Note shall be made without offset, counterclaim or deduction of
any kind.



[Signature Page Follows]




G-3









 








     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.



	 	 	 	 	 
	 	ADVANCED BUSINESS FULFILLMENT, LLC

CAREINSITE LLC

CLAIMS PROCESSING SERVICE LLC

DAKOTA IMAGING LLC

EBS MASTER LLC

EMDEON BUSINESS SERVICES LLC

EMDEON CLINICAL SERVICES, LLC

ENVOY LLC

EXPRESSBILL LLC

GA EBS MERGER LLC

HEALTHCARE INTERCHANGE LLC

ILLINOIS MEDICAL INFORMATION NETWORK LLC

IMS-NET OF CENTRAL FLORIDA LLC

IMS-NET OF COLORADO LLC

IMS-NET OF ILLINOIS LLC

INTERACTIVE PAYER NETWORK LLC

KINETRA LLC

MEDE AMERICA LLC

MEDE AMERICA OF OHIO LLC

MEDI, INC.

MEDIFAX, INC.

MEDIFAX-EDI HOLDING COMPANY

MEDIFAX-EDI HOLDINGS, INC.

MEDIFAX-EDI, LLC

MEDIFAX-EDI SERVICES, INC.

THINC, L.L.C.

THINC ACQUISITION LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




G-4









 





EXHIBIT H




[RESERVED]




H-6









 





EXHIBIT I




[RESERVED]




I-1









 





EXHIBIT J




[RESERVED]




I-1









 





EXHIBIT K




[FORM OF]

NOTE




			
	 	 	 
	$[                    ]
	 	New York, New York
	 
	 	[Insert date]






     FOR VALUE RECEIVED, the undersigned, GA EBS MERGER, LLC, a limited liability company organized
under the laws of Delaware (“Borrower”) and MEDIFAX-EDI HOLDING COMPANY, a corporation
organized under the laws of Delaware (the “Additional Borrower” and together with Borrower,
“Borrowers” ), hereby unconditionally promise to pay [Lender] (the “Lender”), at
the office of the Administrative Agent specified in Section 2.13 of the Second Lien Credit
Agreement, on each date set forth under the Second Lien Credit Agreement and on the Final Maturity
Date (terms used without definition shall have the meanings assigned to such terms in that certain
Second Lien Credit Agreement, dated as of November [ ], 2006 (as may be amended, restated,
refinanced or otherwise modified from time to time, the “Credit Agreement”), among
Borrowers, EBS MASTER LLC, a limited liability company organized under the laws of Delaware
(“Holdco”), the Lenders, CITIBANK, N.A., as administrative agent for the Lenders and as
collateral agent, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC.
(“DBSI”), as joint lead arrangers, CGMI, DBSI and BEAR, STEARNS & CO. INC., as joint
bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS, as syndication agent and BEAR STEARNS CORPORATE
LENDING INC., as documentation agent, the principal amount of
$[       ] or the unpaid principal
amount of the Loan made by the Lender to the Borrowers, pursuant to Section 2.01 of the Credit
Agreement, whichever is less, such payment or payment to be in immediately available funds, and to
pay interest from the date hereof on the unpaid principal amount from time to time outstanding, at
said office, at a rate or rates per annum and payable on such dates as are determined pursuant to
the Credit Agreement.



     Borrowers promise to pay interest on any overdue principal of and, to the extent permitted by
law, overdue interest on the Loan made by such Lender to Borrowers from their due dates at a rate
or rates determined as set forth in the Credit Agreement, payable as set forth in the Credit
Agreement.



     Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind
whatsoever. The nonexercise by the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.



     The Loan evidenced by this Note and all payments and prepayments of the principal hereof and
interest hereon (including the currencies in which such payments, prepayments and interest are
denominated) and the respective dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof, or on a continuation thereof which shall



K-1









 







be attached hereto and made a part hereof, or otherwise recorded by such holder in its
internal records; provided, however, that any failure of the holder hereof to make
such a notation or any error in such notation shall not in any manner affect the obligation of
Borrowers to make payments of principal and interest in accordance with the terms of this Note and
the Credit Agreement.



     This Note evidences a Loan referred to in the Credit Agreement which, among other things,
contains provisions for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof
and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms
and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement,
including the guarantees thereunder, and the Security Documents. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



[Signature Page Follows]




K-2









 





     In the event of a conflict between this Note and the Credit Agreement, the provisions of the
Credit Agreement will govern.



	 	 	 	 	 
	 	[GA EBS MERGER, LLC (to be merged with and 

into EMDEON BUSINESS SERVICES LLC),

     as Borrower

 	 
	 	By:  	
 	 
	 	 	Name:  	 
	 	 	Title:	]9 	 



	 	 	 	 	 
	 	[EMDEON BUSINESS SERVICES LLC,

     as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:	]10 	 



	 	 	 	 	 
	 	MEDIFAX-EDI HOLDING COMPANY,

as Additional Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:	 	 





 




			
	9	 	If executed and delivered on the Closing Date.
	 
	10	 	If executed and delivered after the Closing Date.






K-3









 





LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	ABR	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal of	 	 	Loans	 	 	Unpaid Principal	 	 	 	 
	 	 	Amount	 	 	Amount	 	 	ABR	 	 	Converted to	 	 	Balance of	 	 	 	 
	 	 	of ABR	 	 	Converted to	 	 	Loans	 	 	Eurodollar	 	 	ABR	 	 	 	 
	Date	 	Loans	 	 	ABR Loans	 	 	Repaid	 	 	Loans	 	 	Loans	 	 	Notation Made by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





K-4









 





LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date
	 	Amount of
Eurodollar
Loans
	 	Amount
Converted
to Eurodollar
Loans
	 	Interest
Period
and Eurodollar
Rate with
Respect
Thereto
	 	Amount of
Principal of
Eurodollar
Loans
Repaid
	 	Amount of
Eurodollar
Loans
Converted
to
ABR Loans
	 	Unpaid
Principal
Balance of
Eurodollar
Loans
	 	Notation

Made by






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





K-5









 





EXHIBIT L




[Form of]

PERFECTION CERTIFICATE




See attached.





FORM OF PERFECTION CERTIFICATE








     Reference is herby made to (i) that certain First Lien Security Agreement dated as of November
___, 2006 (the “First Lien Security Agreement”), between GA EBS Merger LLC, a Delaware
limited liability company (“Borrower”), MediFAX-EDI Holding Company, a Delaware corporation
(“Additional Borrower”), EBS Master LLC, a Delaware limited liability company
(“Holdings”), the guarantors party thereto (collectively, the “Guarantors”) and
Citicorp USA, Inc., as first lien collateral agent (in such capacity, the “First Lien
Collateral Agent”), (ii) that certain Second Lien Security Agreement dated as of November ___,
2006 (the “Second Lien Security Agreement” and, together with the First Lien Security
Agreement, the “Security Agreements”), between Borrower, Holdings, the Guarantors and
Citicorp USA, Inc., as second lien collateral agent (in such capacity, the “Second Lien
Collateral Agent” and, together with the First Lien Collateral Agent, the “Collateral
Agents”), (iii) that certain First Lien Credit Agreement dated as of November 16, 2006 (the
“First Lien Credit Agreement”) among Borrower, Additional Borrower, Holdings, the
Guarantors, the Lenders (as defined therein) and Agents named therein and (iv) that certain Second
Lien Credit Agreement dated as of November 16, 2006 (the “Second Lien Credit Agreement” and ,
together with the First Lien Credit Agreement, the “Credit Agreements”) among Borrower,
Additional Borrower, Holdings, the Guarantors, the Lenders (as defined therein) and Agents named
therein. Capitalized terms used herein and not otherwise defined here shall have the respective
meanings provided in the Credit Agreements.







     As used herein, the term “Companies” means Holdings, Borrower and each of its wholly
owned, domestic Subsidiaries.



     The undersigned hereby certify to the Collateral Agent, after giving effect to the
Transactions, as follows:



     1. Names:



     (a) The exact legal name of each Company, as such name appears in its respective certificate
of incorporation or any other organizational document, is set forth in Schedule 1(a). Each
Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a
registered organization except to the extent disclosed in Schedule 1(a). Also set forth in
Schedule 1(a) is the organizational identification number, if any, of each Company that is
a registered organization, the Federal Taxpayer Identification Number of each Company and the
jurisdiction of formation of each Company.



     (b) Set forth in Schedule 1(b) hereto is any other corporate or organizational names
each Company has had in the past five years, together with the date of the relevant change.



     (c) Set forth in Schedule 1(c) is a list of all other names used by each Company, or
any other business or organization to which each Company became the successor by merger,
consolidation, acquisition, change in form, nature or jurisdiction of















 







organization or otherwise, on any filings with the Internal Revenue Service at any time
between June 1, 2001 and the date hereof. Except as set forth in Schedule 1(c), no Company
has changed its jurisdiction of organization at any time during the past four months.



     2. Current Locations. The chief executive office of each Company is located at the
address set forth in Schedule 2 hereto.



     3. Locations in Alabama, Arizona, Florida and Mississippi. (a) Set forth in
Schedule 3(a) are all locations in Alabama, Arizona, Florida and Mississippi where each
Company maintains a place of business or any tangible Collateral or any books or records relating
to any Collateral.



     (b) Set forth in Schedule 3(b) hereto are the names and addresses of all persons or
entities other than each company, such as lessees, consignees, warehousemen or purchasers of
chattel paper, located in Alabama, Arizona, Florida and Mississippi, which have possession or are
intended to have possession of any of the collateral consisting of instruments, chattel paper,
inventory or equipment.



     (c) Set forth in Schedule 3(c) is the information required by Schedule 3(a)
and Schedule 3(b) with respect to each location or place of business previously maintained
by each Company at any time during the past four months in Alabama, Arizona, Florida or
Mississippi.



     4. Extraordinary Transactions. Except for those purchases, acquisitions and other
transactions described on Schedule 4 attached hereto, all of the collateral has been
originated by each Company in the ordinary course of business or consists of goods which have been
acquired by such Company in the ordinary course of business from a person in the business of
selling goods of that kind.



     5. File Search Reports. Attached hereto as Schedule 5 is a true and accurate
summary of file search reports from (A) the Uniform Commercial Code filing offices (i) in each
jurisdiction identified in Section 1(a), Section 2 or Section 3 with respect to each legal name set
forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule
4 relating to any of the transactions described in Schedule (1)(c) or Schedule
4 with respect to each legal name of the person or entity from which each Company purchased or
otherwise acquired any of the Collateral and (B) each filing officer in each real estate recording
office identified on Schedule 8 with respect to real estate on which Collateral consisting
of fixtures is or is to be located. A true copy of each financing statement, including judgment
and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search
reports has been delivered to the collateral Agent.



     6. UCC Filings. The financing statements (duly authorized by each company
constituting the debtor therein), including the indications of the collateral, attached as
Schedule 6 relating to the Security Agreements or the applicable Mortgage, are in the












 







appropriate forms for filing in the filing offices in the jurisdictions identified in
Schedule 7 hereof.



     7. Schedule of Filings. Attached hereto as Schedule 7 is a schedule of (i)
the appropriate filing offices for the financing statements attached hereto as Schedule 6
and (ii) the appropriate filing offices for the filings described in Schedule 12(c) and
(iii) any other actions required to create, preserve, protect and perfect the security interests in
the Pledged Collateral (as defined in the Security Agreements) granted to the Collateral Agent
pursuant to the collateral Documents. No other filings or actions are required to create,
preserve, protect and perfect the security interests in the Pledged Collateral granted to the
Collateral Agent pursuant to the Collateral Documents.



     8. Real Property. Attached hereto as Schedule 8(a) is a list of all real
property owned or leased by Company noting Mortgaged Property as of the Closing Date and filing
offices for Mortgages as of the Closing Date. Except as described on Schedule 8(b)
attached hereto, no Company has entered into any leases, subleases, tenancies, franchise
agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor,
franchisor or grantor with the respect to any of the real property described on Schedule
8(a) and no Company has any Leases which require the consent of the landlord, tenant or other
party thereto to the Transactions.



     9. Termination Statements. Attached hereto as Schedule 9(a) are the duly
authorized termination statements in the appropriate form for filing in each applicable
jurisdiction identified in Schedule 9(b) hereto with respect to each Lien described
therein.



     10. Stock Ownership and Other Equity Interests. Attached hereto as Schedule
10(a) is a true and correct list of each of all of the authorized, and the issued and
outstanding, stock, partnership interests, limited liability company membership interests or other
equity interest of each Company and its Subsidiaries and the record owners of such stock,
partnership interests, membership interests or other equity interests. Also set forth on
Schedule 10(b) is each equity investment of each Company that represents 50% or less of the
equity of the entity in which such investment was made.



     11. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 11 is
a true and correct list of all promissory notes, instruments (other than checks to be deposited in
the ordinary course of business), tangible chattel paper, electronic chattel paper and other
evidence of indebtedness held by each Company as of the date hereof, including all intercompany
notes between or among any two or more Companies.



     12. Intellectual Property. (a) Attached hereto as Schedule 12(a) is a
schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the
Security Agreements) registered with the United States Patent and Trademark Office, and all other
Patents and Trademarks, including the name of the registered owner and the registration number of
each Patent and Trademark owned by each Company. Attached hereto as Schedule 12(b) is a
schedule setting forth all of each Company’s United States Copyrights (as defined in the Security
Agreements), and all other Copyrights, including












 










the name of the roistered owner and the registration number of each Copyright owned by each
Company.



     (b) Attached hereto as Schedule 12(c) in proper form for filing with the United States
Patent and Trademark Office and United States Copyright Office are the filings necessary to
preserve, protect and perfect the security interests in the United States Trademarks, Patents and
Copyrights set forth on the Schedule 12(a) and Schedule 12(b), including duly
signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the
Copyright Security Agreement, as applicable.



     13. Commercial Tort Claims. Attached hereto as Schedule 13 is a true and
correct list of all Commercial Tort Claims (as defined in the Security Agreements) held by each
Company, including a brief description thereof.



     14. Letter-of-Credit Rights. Attached hereto as Schedule 14 is a true and
correct list of all Letters of Credit issued in favor of each Company, as beneficiary hereunder.



[The Remainder of this Page has been intentionally left blank]














 






	 	 	 
	 

	 	ADVANCED BUSINESS FULFILLMENT, LLC
	 

	 	CAREINSITE LLC
	 

	 	CLAIMS PROCESSING SERVICE LLC
	 

	 	DAKOTA IMAGING LLC
	 

	 	EMDEON CLINICAL SERVICES, LLC
	 

	 	ENVOY LLC
	 

	 	EXPRESSBILL LLC
	 

	 	HEALTHCARE INTERCHANGE LLC
	 

	 	ILLINOIS MEDICAL INFORMATION NETWORK LLC
	 

	 	IMS-NET OF CENTRAL FLORIDA LLC
	 

	 	IMS-NET OF COLORADO LLC
	 

	 	IMS-NET OF ILLINOIS LLC
	 

	 	INTERACTIVE PAYER NETWORK LLC
	 

	 	KINETRA LLC
	 

	 	MEDE AMERICA LLC
	 

	 	MEDE AMERICA OF OHIO LLC
	 

	 	MEDI, INC.
	 

	 	MEDIFAX, INC.
	 

	 	MEDIFAX-EDI HOLDINGS, INC.
	 

	 	MEDIFAX-EDI, LLC
	 

	 	MEDIFAX-EDI SERVICES, INC.
	 

	 	THINC, L.L.C.
	 

	 	THINC ACQUISITION LLC,
	 

	 	each as a Pledgor






	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Perfection Certificate]





 








 







     IN
WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this ___ day of
November, 2006.



	 	 	 	 	 
	 	EMDEON BUSINESS SERVICES LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MEDIFAX-EDI HOLDING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EBS MASTER LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Perfection Certificate]





 








 





EXHIBIT M




SECOND LIEN SECURITY AGREEMENT




By




GA EBS MERGER, LLC,

(which on the Closing Date will be merged with and into

EMDEON BUSINESS SERVICES LLC)

as Borrower,




and




MEDIFAX-EDI HOLDING COMPANY,

as Additional Borrower,




and




THE GUARANTORS PARTY HERETO




and




CITIBANK, N.A.,

as Collateral Agent

 






Dated as of November 16, 2006




M-1 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	PREAMBLE
	 	 	M-6	 
	 
	 	 	 	 
	RECITALS
	 	 	M-6
	 
	 
	 	 	 	 
	AGREEMENT
	 	 	M-7	 
	 
	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS AND INTERPRETATION

	 
	 	 	 	 
	SECTION 1.1. DEFINITIONS
	 	 	M-7	 
	SECTION 1.2. INTERPRETATION
	 	 	M-14	 
	SECTION 1.3. RESOLUTION OF DRAFTING AMBIGUITIES
	 	 	M-14	 
	SECTION 1.4. PERFECTION CERTIFICATE
	 	 	M-14	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	GRANT OF SECURITY AND SECURED OBLIGATIONS

	 
	 	 	 	 
	SECTION 2.1. GRANT OF SECURITY INTEREST
	 	 	M-14	 
	SECTION 2.2. FILINGS
	 	 	M-15	 
	SECTION 2.3. SECOND PRIORITY NATURE OF LIENS
	 	 	M-16	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

	USE OF PLEDGED COLLATERAL

	 
	 	 	 	 
	SECTION 3.1. DELIVERY OF CERTIFICATED SECURITIES COLLATERAL
	 	 	M-16	 
	SECTION 3.2. PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL
	 	 	M-17	 
	SECTION 3.3. FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF
PERFECTED SECOND PRIORITY SECURITY INTEREST
	 	 	M-18	 
	SECTION 3.4. OTHER ACTIONS
	 	 	M-19	 
	SECTION 3.5. JOINDER OF ADDITIONAL GUARANTORS
	 	 	M-20	 
	SECTION 3.6. SUPPLEMENTS; FURTHER ASSURANCES
	 	 	M-20	 






M-2 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE IV

	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS

	 
	 	 	 	 
	SECTION 4.1. TITLE
	 	 	M-21	 
	SECTION 4.2. VALIDITY OF SECURITY INTEREST
	 	 	M-21	 
	SECTION 4.3. DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL
	 	 	M-21	 
	SECTION 4.4. OTHER FINANCING STATEMENTS
	 	 	M-21	 
	SECTION 4.5. [RESERVED].
	 	 	M-22	 
	SECTION 4.6. DUE AUTHORIZATION AND ISSUANCE
	 	 	M-22	 
	SECTION 4.7. CONSENTS, ETC.
	 	 	M-22	 
	SECTION 4.8. PLEDGED COLLATERAL
	 	 	M-22	 
	SECTION 4.9. INSURANCE
	 	 	M-22	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

	 
	 	 	 	 
	SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL
	 	 	M-23	 
	SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC.
	 	 	M-23	 
	SECTION 5.3. DEFAULTS, ETC
	 	 	M-24	 
	SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS
	 	 	M-25	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	CERTAIN PROVISIONS CONCERNING INTELLECTUAL

	PROPERTY COLLATERAL

	 
	 	 	 	 
	SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE
	 	 	M-25	 
	SECTION 6.2. PROTECTION OF COLLATERAL AGENT’S SECURITY
	 	 	M-25	 
	SECTION 6.3. AFTER-ACQUIRED PROPERTY
	 	 	M-26	 
	SECTION 6.4. LITIGATION
	 	 	M-26	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	CERTAIN PROVISIONS CONCERNING RECEIVABLES

	 
	 	 	 	 
	SECTION 7.1. MAINTENANCE OF RECORDS
	 	 	M-27	 
	SECTION 7.2. LEGEND
	 	 	M-27	 
	SECTION 7.3. MODIFICATION OF TERMS, ETC
	 	 	M-27	 
	SECTION 7.4. COLLECTION
	 	 	M-28	 






M-3 









 







	 	 	 	 	 
	 	 	Page	 
	ARTICLE VIII

	 
	 	 	 	 
	TRANSFERS

	 
	 	 	 	 
	SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL
	 	 	M-28	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	SECTION 9.1. REMEDIES
	 	 	M-28	 
	SECTION 9.2. NOTICE OF SALE
	 	 	M-30	 
	SECTION 9.3. WAIVER OF NOTICE AND CLAIMS
	 	 	M-30	 
	SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL
	 	 	M-31	 
	SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES
	 	 	M-32	 
	SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY
	 	 	M-32	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	APPLICATION OF PROCEEDS

	 
	 	 	 	 
	SECTION 10.1. APPLICATION OF PROCEEDS
	 	 	M-32	 
	 
	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 11.1. CONCERNING COLLATERAL AGENT
	 	 	M-33	 
	SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED
ATTORNEY-IN-FACT
	 	 	M-34	 
	SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT
	 	 	M-34	 
	SECTION 11.4. TERMINATION; RELEASE
	 	 	M-35	 
	SECTION 11.5. MODIFICATION IN WRITING
	 	 	M-35	 
	SECTION 11.6. NOTICES
	 	 	M-35	 
	SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF
PROCESS; WAIVER OF JURY TRIAL
	 	 	M-36	 
	SECTION 11.8. SEVERABILITY OF PROVISIONS
	 	 	M-36	 
	SECTION 11.9. EXECUTION IN COUNTERPARTS
	 	 	M-36	 
	SECTION 11.10. BUSINESS DAYS
	 	 	M-36	 
	SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION
	 	 	M-36	 
	SECTION 11.12. [RESERVED]
	 	 	M-36	 
	SECTION 11.13. NO RELEASE
	 	 	M-36	 
	SECTION 11.14. OBLIGATIONS ABSOLUTE
	 	 	M-37	 






M-4 









 







	 	 	 	 	 
	 	 	Page	 
	SECTION 11.15. COLLATERAL AGENT
	 	 	M-37	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 
	 
	 	 	 	 
	EXHIBIT 1 Reserved
	 	 	 	 
	EXHIBIT 2 Form of Securities Pledge Amendment
	 	 	 	 
	EXHIBIT 3 Form of Joinder Agreement
	 	 	 	 
	EXHIBIT 4 Form of Second Lien Copyright Security Agreement
	 	 	 	 
	EXHIBIT 5 Form of Second Lien Patent Security Agreement
	 	 	 	 
	EXHIBIT 6 Form of Second Lien Trademark Security Agreement
	 	 	 	 






M-5 









 





M-6 



SECOND LIEN SECURITY AGREEMENT




          This Second Lien SECURITY AGREEMENT dated as of November 16, 2006 (as amended, amended and
restated, supplemented or otherwise modified from time to time in accordance with the provisions
hereof, this “Agreement”) made by GA EBS MERGER, LLC, a limited liability company organized
under the laws of Delaware (the “Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation
organized under the laws of Delaware (the “Additional Borrower” and together with Borrower,
“Borrowers” ), and the Guarantors from to time to time party hereto (the
“Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the
Guarantors, in such capacities and together with any successors in such capacities, the
“Pledgors,” and each, a “Pledgor”), in favor of CITIBANK, N.A., in its capacity as
collateral agent pursuant to the Second Lien Credit Agreement (as hereinafter defined), as pledgee,
assignee and secured party (in such capacities and together with any successors in such capacities,
the “Collateral Agent”).




R E C I T A L S :




          A. The Borrowers, the Guarantors, the Collateral Agent and the lending institutions listed
therein have, in connection with the execution and delivery of this Agreement, entered into that
certain second lien credit agreement, dated as of November 16, 2006 (as amended, amended and
restated, supplemented, replaced, Refinanced or otherwise modified from time to time, the
“Credit Agreement”; which term shall also include and refer to any increase in the amount
of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit
Agreement (whether under a bank facility, securities offering or otherwise) or one or more
successor or replacement facilities whether or not with a different group of agents or lenders
(whether under a bank facility, securities offering or otherwise) and whether or not with different
obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor
Credit Agreement).




          B. Each Guarantor has, pursuant to the Guarantee Agreement, unconditionally guaranteed the
Secured Obligations.




          C. The Borrowers and each Guarantor will receive substantial benefits from the execution,
delivery and performance of the obligations under the Credit Agreement and the other Loan Documents
and each is, therefore, willing to enter into this Agreement.




          D. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of
the Secured Parties to secure the payment and performance of all of the Secured Obligations.




          F. It is a condition to the obligations of the Lenders to make the Loans under the Credit
Agreement that each Pledgor execute and deliver the applicable Loan Documents, including this
Agreement.













 






M-7 


A G R E E M E N T :




          NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the
Collateral Agent hereby agree as follows:




ARTICLE I




DEFINITIONS AND INTERPRETATION




          SECTION 1.1. Definitions.




          (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein
that are defined in the UCC shall have the meanings assigned to them in the UCC; provided
that in any event, the following terms shall have the meanings assigned to them in the UCC:




          “Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”;
“Commodity Account”; “Commodity Contract”; “Commodity Intermediary”;
“Documents”; “Electronic Chattel Paper”; “Entitlement Order”;
“Equipment”; “Financial Asset”; “Fixtures”; “Goods”,
“Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”;
“Money”; “Payment Intangibles”; “Proceeds”; “ Records”;
“Securities Account”; “Securities Intermediary”; “Security Entitlement”;
“Supporting Obligations”; and “Tangible Chattel Paper.”




          (b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall
have the meanings given to them in the Credit Agreement. Sections 1.03 and 1.05 of the Credit
Agreement shall apply herein mutatis mutandis.




          (c) The following terms shall have the following meanings:




          “Account Debtor” shall mean each person who is obligated on a Receivable or Supporting
Obligation related thereto.




          “Additional Borrower” shall have the meaning assigned to such term in the Preamble
hereof.




          “Agreement” shall have the meaning assigned to such term in the Preamble hereof.




          “Borrower” shall have the meaning assigned to such term in the Preamble hereof.




          “Capital Lease Obligations” of any person shall mean the obligations of such person to
pay rent or other amounts under any lease of (or other arrangement conveying the right to













 





M-8 



use) real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such person under GAAP, and
the amount of such obligations shall be the capitalized amount thereof determined in accordance
with GAAP.




          “Collateral Agent” shall have the meaning assigned to such term in the Preamble
hereof.




          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated
or otherwise securing any Pledged Collateral and shall include any security agreement or other
agreement granting a lien or security interest in such real or personal property.




          “Contracts” shall mean, collectively, with respect to each Pledgor, the Merger
Documents, all sale, service, performance, equipment or property lease contracts, agreements and
grants and all other contracts, agreements or grants (in each case, whether written or oral, or
third party or intercompany), between such Pledgor and any third party, and all assignments,
amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.




          “Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights
(whether statutory or common law, whether established or registered in the United States or any
other country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished) and all copyright registrations and applications made by such Pledgor, in
each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor,
together with any and all (i) rights and privileges arising under applicable law with respect to
such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions
thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or
hereafter due and/or payable with respect thereto, including damages and payments for past, present
or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v)
rights to sue for past, present or future infringements thereof.




          “Copyright Security Agreement” shall mean an agreement substantially in the form of
Exhibit 4 hereto.




          “Credit Agreement” shall have the meaning assigned to such term in Recital A
hereof.




          “Discharge of First Lien Obligations” shall have the meaning assigned to such term in
the Intercreditor Agreement.




          “Distributions” shall mean, collectively, with respect to each Pledgor, all dividends,
options, warrants, rights, instruments, distributions, returns of capital or principal, income,
interest, profits and other property, interests (debt or equity) or proceeds, including as a result
of a split, revision, reclassification or other like change of the Pledged Securities, from













 





M-9 



time to time received, receivable or otherwise distributed to such Pledgor in respect of or in
exchange for any or all of the Pledged Securities or Intercompany Notes.





     “Excluded Property” shall mean




     (a) any permit or license issued by a Governmental Authority to any Pledgor or any
agreement to which any Pledgor is a party, in each case, only to the extent and for so long
as (i) the terms of such permit, license or agreement or any Requirement of Law applicable
thereto, validly prohibit the creation by such Pledgor of a security interest in such
permit, license or agreement in favor of the Collateral Agent (after giving effect to
Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or
provisions) or any other applicable law (including the Bankruptcy Code) or principles of
equity), or (ii) the grant of a security interest under the Loan Documents (A) would
invalidate the underlying rights of such Pledgor in such permit, license or agreement, (B)
would give any other party to such permit, license or agreement the right to terminate its
obligations thereunder or (iii) is not permitted without consent of a third party (other
than a Pledgor), unless in each case, all necessary consents to such grant of a security
interest have been obtained from the other parties thereto; provided, that in any event any
Accounts Receivables or any money or other amounts due or to become due under any such
permit, license or agreement shall not be Excluded Property to the extent that any of the
foregoing is subject to Section 9-406 of the UCC,




     (b) Equipment owned by any Pledgor on the date hereof or hereafter acquired that is
subject to a Lien securing Purchase Money Indebtedness or a Capital Lease Obligation
permitted to be incurred pursuant to the provisions of the Credit Agreement if (i) the
contract or other agreement in which such Lien is granted (or the documentation providing
for such Purchase Money Indebtedness or Capital Lease Obligation) validly prohibits the
creation of any other Lien on such Equipment or (ii) the grant of a security interest under
the Loan Documents (A) would invalidate the underlying rights of such Pledgor in such asset,
(B) would give any other party to such contact or agreement the right to terminate its
obligations thereunder, or (iii) is not permitted without consent of a third party (other
than a Pledgor), unless in each case, all necessary consents to such grant of a security
interest have been obtained from the other parties thereto; provided, that in any event any
Accounts Receivable or any money or other amounts due or to become due under any such
contract, agreement or instrument shall not be Excluded Property to the extent that any of
the foregoing is subject to Section 9-406 of the UCC,




     (c) (i) any real property held by a Pledgor as a lessee under a lease, (ii) any Equity
Interests acquired after the date hereof in accordance with the Credit Agreement if, and to
the extent that, and for so long as (a) doing so would violate applicable law or (other than
Equity Interests of any non-Wholly Owned Subsidiary) a contractual obligation binding on
such Equity Interests and (b) with respect to contractual obligations, such obligation
existed at the time of the acquisition thereof and was not created or made binding on such
Equity Interests in contemplation of or in connection with the acquisition of such Equity
Interests, (iii) any vehicle covered by a certificate of title or ownership and












 






M-10 

(iv) any Equity Interest or asset with respect to which the Collateral Agent determines
in its reasonable discretion that the cost of obtaining a security interest is excessive in
relation to the value of the security to be afforded thereby, and




     (d) any Equity Interests not required to be pledged pursuant to Section 5.10(b) of the
Credit Agreement.


provided, however, that Excluded Property shall not include any Proceeds,
substitutions or replacements of any Excluded Property referred to in clause (a), (b) or (c)
(unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to
in clause (a), (b) or (c)).




          “First Lien Collateral Agent” shall have the meaning assigned to such term in the
Intercreditor Agreement.




          “General Intangibles” shall mean, collectively, with respect to each Pledgor, all
“general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall
include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and
insurance policies (including all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for damages or other relief pursuant to or in
respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged
Collateral, (iii) any and all other rights, claims, choses-in-action and causes of action of such
Pledgor against any other person and the benefits of any and all collateral or other security given
by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications
on, or of, any of the Pledged Collateral, (v) all lists, books, records, correspondence, ledgers,
printouts, files (whether in printed form or stored electronically), tapes and other papers or
materials containing information relating to any of the Pledged Collateral, including all customer
or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs,
drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports,
manuals, standards, processing standards, performance standards, catalogs, research data, computer
and automatic machinery software and programs and the like, field repair data, accounting
information pertaining to such Pledgor’s operations or any of the Pledged Collateral and all media
in which or on which any of the information or knowledge or data or records may be recorded or
stored and all computer programs used for the compilation or printout of such information,
knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications,
authorizations and approvals, however characterized, now or hereafter acquired or held by such
Pledgor, including building permits, certificates of occupancy, environmental certificates,
industrial permits or licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds
against any Governmental Authority.




          “Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill
connected with such Pledgor’s business including all goodwill connected with (i) the use of and
symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which
such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists,













 






M-11 

proprietary information, inventions, methods, procedures, formulae, descriptions,
compositions, technical data, drawings, specifications, name plates, catalogs, confidential
information and the right to limit the use or disclosure thereof by any person, pricing and cost
information, business and marketing plans and proposals, consulting agreements, engineering
contracts and such other assets which relate to such goodwill and (iii) all product lines of such
Pledgor’s business.




          “Guarantors” shall have the meaning assigned to such term in the Preamble hereof.




          “Instruments” shall mean, collectively, with respect to each Pledgor, all
“instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall
include all promissory notes, drafts, bills of exchange or acceptances.




          “Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks,
Copyrights, Intellectual Property Licenses and Goodwill.




          “Intellectual Property Licenses” shall mean, collectively, with respect to each
Pledgor, all license and distribution agreements with, and covenants not to sue, any other party
with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright,
whether such Pledgor is a licensor or licensee, distributor or distributee under any such license
or distribution agreement, together with any and all (i) renewals, extensions, supplements and
continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter
due and/or payable thereunder and with respect thereto including damages and payments for past,
present or future infringements or violations thereof, (iii) rights to sue for past, present and
future infringements or violations thereof and (iv) other rights to use, exploit or practice any or
all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.




          “Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes
described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter
acquired by such Pledgor and all certificates, instruments or agreements evidencing such
intercompany notes, and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof to the extent permitted pursuant to the terms
hereof.




          “Intercreditor Agreement” shall mean that certain intercreditor agreement, dated as of
the date hereof, between the Collateral Agent and Citibank, N.A., as First Lien Collateral Agent
substantially in the form of Exhibit P to the Credit Agreement, as it may be amended, restated,
supplemented or modified from time to time.




          “Investment Property” shall mean a security, whether certificated or uncertificated,
Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding,
however, the Securities Collateral.




          “Joinder Agreement” shall mean an agreement substantially in the form of
Exhibit 3 hereto.













 






M-12 


          “Material Intellectual Property Collateral” shall mean any Intellectual Property
Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged
Property or (ii) to the business, results of operations, prospects or condition, financial or
otherwise, of any Pledgor.




          “Mortgaged Property” shall have the meaning assigned to such term in the Mortgages.




          “Patents” shall mean, collectively, with respect to each Pledgor, all patents issued
or assigned to, and all patent applications and registrations made by, such Pledgor (whether
established or registered or recorded in the United States or any other country or any political
subdivision thereof), together with any and all (i) rights and privileges arising under applicable
law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described
and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims
and payments now or hereafter due and/or payable thereunder and with respect thereto including
damages and payments for past, present or future infringements thereof, (v) rights corresponding
thereto throughout the world and (vi) rights to sue for past, present or future infringements
thereof.




          “Patent Security Agreement” shall mean an agreement substantially in the form of
Exhibit 5 hereto.




          “Perfection Certificate” shall mean that certain perfection certificate dated the date
hereof, executed and delivered by each Pledgor in favor of the Collateral Agent for the benefit of
the Secured Parties, and each other Perfection Certificate (which shall be in form and substance
reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor
in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the
execution and delivery of each Joinder Agreement executed in accordance with Section 3.5
hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time in accordance with the Credit Agreement or upon the request of the
Collateral Agent.




          “Pledge Amendment” shall have the meaning assigned to such term in Section 5.1
hereof.




          “Pledged Collateral” shall have the meaning assigned to such term in Section
2.1 hereof.




          “Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all
issued and outstanding Equity Interests of each issuer set forth on Schedules 10(a) and
10(b) to the Perfection Certificate as being owned by such Pledgor and all options,
warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer
acquired by such Pledgor (including by issuance), together with all rights, privileges, authority
and powers of such Pledgor relating to such Equity Interests in each such issuer or under any
Organizational Document













 






M-13 

of each such issuer, and the certificates, instruments and agreements representing such
Equity Interests and any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any
issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and
all options, warrants, rights, agreements and additional Equity Interests of whatever class of any
such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges,
authority and powers of such Pledgor relating to such Equity Interests or under any Organizational
Document of any such issuer, and the certificates, instruments and agreements representing such
Equity Interests and any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to such Equity Interests, from time to time acquired by such
Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests
referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity
Interests; provided, however, that Pledged Securities shall not include any Equity
Interests which are not required to be pledged pursuant to Section 5.10(b) of the Credit
Agreement.




          “Pledgor” shall have the meaning assigned to such term in the Preamble hereof.




          “Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment
Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment,
whether or not earned by performance, for goods or other property sold, leased, licensed, assigned
or otherwise disposed of, or services rendered or to be rendered, regardless of how classified
under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving
rise to such right to payment and all Collateral Support and Supporting Obligations related thereto
and all Records relating thereto.




          “Second Priority” shall mean, with respect to any Lien purported to be created in any
Pledged Collateral pursuant to any Loan Document, that such Lien is second in priority only to the
Liens created under the First Lien Loan Documents, subject to other Permitted Liens.




          “Secured Obligations” shall have the meaning set forth in the Credit Agreement.




          “Securities Collateral” shall mean, collectively, the Pledged Securities, the
Intercompany Notes and the Distributions.




          “Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks
(including service marks), slogans, logos, certification marks, trade dress, uniform resource
locations (URL’s), domain names, corporate names and trade names, whether registered or
unregistered, owned by or assigned to such Pledgor and all registrations and applications for the
foregoing (whether statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with any and all
(i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any
trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto,
(iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder
and with respect thereto, including damages, claims and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the world and













 




M-14 



(v) rights to sue for past, present and future infringements thereof; provided,
however, that the foregoing definition shall not include any “intent-to-use” based application for
a Trademark until such time that a statement of use has been filed with the United States Patent
and Trademark Office.




          “Trademark Security Agreement” shall mean an agreement substantially in the form of
Exhibit 6 hereto.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York; provided, however, that, at any time, if by reason of mandatory
provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the
Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the
term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for
purposes of definitions relating to such provisions.




          SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit
Agreement (including Section 1.03 thereof) shall be applicable to this Agreement.




          SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees
that it was represented by counsel in connection with the execution and delivery hereof, that it
and its counsel reviewed and participated in the preparation and negotiation hereof and that any
rule of construction to the effect that ambiguities are to be resolved against the drafting party
(i.e., the Collateral Agent) shall not be employed in the interpretation hereof.




          SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party
agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules,
amendments and supplements thereto are and shall at all times remain a part of this Agreement.




ARTICLE II




GRANT OF SECURITY AND SECURED OBLIGATIONS




          SECTION 2.1. Grant of Security Interest. As collateral security for the payment and
performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the
Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of
the right, title and interest of such Pledgor in, to and under the following property, wherever
located, and whether now existing or hereafter arising or acquired from time to time (collectively,
the “Pledged Collateral”):





	 	(i)	 	all Accounts;













 





M-15 

	 	(ii)	 	all Equipment, Goods, Inventory and Fixtures;
	 
	 	(iii)	 	all Documents, Instruments and Chattel Paper;
	 
	 	(iv)	 	all Letters of Credit and Letter-of-Credit Rights;
	 
	 	(v)	 	all Securities Collateral;
	 
	 	(vi)	 	all Investment Property;
	 
	 	(vii)	 	all Intellectual Property Collateral;
	 
	 	(viii)	 	the Commercial Tort Claims described on Schedule 13 to the
Perfection Certificate;
	 
	 	(ix)	 	all General Intangibles;
	 
	 	(x)	 	all money;
	 
	 	(xi)	 	all Supporting Obligations;
	 
	 	(xii)	 	all books and records relating to the Pledged Collateral;
and
	 
	 	(xiii)	 	to the extent not covered by clauses (i) through (xii) of this sentence,
all other personal property of such Pledgor, whether tangible or intangible,
and all Proceeds and products of each of the foregoing and all accessions to,
substitutions and replacements for, and rents, profits and products of, each
of the foregoing, any and all Proceeds of any insurance, indemnity, warranty
or guaranty payable to such Pledgor from time to time with respect to any of
the foregoing.





          Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the
security interest created by this Agreement shall not extend to, and the term “Pledged Collateral”
shall not include, any Excluded Property and the Pledgors shall from time to time at the request of
the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail
the Excluded Property.




          SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral
Agent at any time and from time to time to file in any relevant jurisdiction any financing
statements (including fixture filings) and amendments thereto that contain the information required
by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Pledged Collateral, including (i) whether such
Pledgor is an organization, the type of organization and any organizational identification number
issued to such Pledgor, (ii) any financing or continuation statements or other documents without
the signature of such Pledgor where permitted by law, including the filing of a financing statement
describing the Pledged Collateral as “all assets now owned or hereafter acquired













 






M-16 

by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a
financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals
or the like to be extracted or timber to be cut, a sufficient description of the real property to
which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in
the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral
Agent.




          (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to
the date hereof.




          (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the
United States Patent and Trademark Office or United States Copyright Office (or any successor
office or any similar office in any other country), including this Agreement, the Copyright
Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other
documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the
security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and
naming such Pledgor, as debtor, and the Collateral Agent, as secured party.




          SECTION 2.3. Second Priority Nature of Liens. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement
and the other Security Documents shall be a Second Priority lien on and security interest in the
Pledged Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is
subject to the provisions of the Intercreditor Agreement. In the event of any conflict or
inconsistency between the terms of the Intercreditor Agreement and this Agreement, the terms of the
Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary,
prior to the Discharge of First Lien Obligations, the requirements of this Agreement to deliver
Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Collateral to the
First Lien Collateral Agent.




ARTICLE III




PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL




          SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents
and warrants that all certificates, agreements or instruments representing or evidencing the
Securities Collateral in existence on the date hereof have been delivered to the First Lien
Collateral Agent (or following the Discharge of First Lien Obligations to the Collateral Agent) in
suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Collateral Agent has a perfected Second Priority security interest
therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing













 






M-17 

or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall
promptly (but in any event within ten Business Days after receipt thereof by such Pledgor) be
delivered to and held by or on behalf of the First Lien Collateral Agent (or the Collateral Agent,
as applicable) pursuant hereto. All certificated Securities Collateral shall be in suitable form
for transfer by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the First Lien Collateral
Agent (or the Collateral Agent, as applicable). The Collateral Agents shall have the right, at any
time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or
otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or
endorse for negotiation any or all of the Securities Collateral, without any indication that such
Securities Collateral is subject to the security interest hereunder. In addition, upon the
occurrence and during the continuance of an Event of Default (and following the Discharge of First
Lien Obligations), the Collateral Agent shall have the right at any time to exchange certificates
representing or evidencing Securities Collateral for certificates of smaller or larger
denominations. Unless an Event of Default is ongoing, each Pledgor shall have full rights to vote
all shares representing the Pledged Securities.




          SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor
represents and warrants that the Collateral Agent has a perfected Second Priority security interest
in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date
hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted
by applicable law, (A) cause the security interest in such Pledged Securities to be recorded on the
equityholder register or the books of the issuer and (B) after the occurrence and during the
continuance of any Event of Default, upon request by the Collateral Agent, (i) execute any
customary pledge forms or other documents necessary or appropriate to give the First Lien
Collateral Agent (or following the Discharge of First Lien Obligations, to the Collateral Agent)
the right to transfer such Pledged Securities in the pursuit of remedies under the terms hereof,
(ii) upon request by the First Lien Collateral Agent (or following the Discharge of First Lien
Obligations, to the Collateral Agent), provide to the First Lien Collateral Agent (or following the
Discharge of First Lien Obligations, to the Collateral Agent) an opinion of counsel, in form and
substance reasonably satisfactory to the Collateral Agent, confirming, after the certification per
clause (iii) below, such pledge and perfection thereof and (iii) cause Organizational Documents of
each such issuer that is a Subsidiary of either Borrower to be amended to provide that such Pledged
Securities shall be treated as “securities” for purposes of the UCC and cause such Pledged
Securities to become certificated and delivered to the First Lien Collateral Agent (or following
the Discharge of First Lien Obligations, to the Collateral Agent) in accordance with the provisions
of Section 3.1. Each issuer of Pledged Securities party hereto hereby agrees (i) to notify
the Collateral Agent upon obtaining knowledge of any interest in favor of any person (other than
holders of Permitted Liens) in the applicable Securities Collateral that is adverse to the interest
of the Collateral Agent therein and (ii) that after the occurrence and during the continuance of
any Event of Default, upon request by the First Lien Collateral Agent (or following the Discharge
of First Lien Obligations, to the Collateral Agent), it will comply with instructions of the
Collateral Agent,

















 



M-18



 with respect to the applicable Securities Collateral without further consent by the applicable
parent Pledgor.


          SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Second
Priority Security Interest. Each Pledgor represents and warrants that all financing
statements, agreements, instruments and other documents necessary to perfect the security interest
(to the extent such security interest can be perfected by filing) granted by it to the Collateral
Agent in respect of the Pledged Collateral have been delivered to the Collateral Agent in completed
and, to the extent necessary or appropriate, duly executed form for filing in each governmental,
municipal or other office specified in Schedule 7 to the Perfection Certificate. Each
Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the
security interest created by this Agreement in the Pledged Collateral as a perfected Second
Priority security interest subject only to Permitted Liens.




          SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security
interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows
and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect
to the following Pledged Collateral:





     (a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts
payable under or in connection with any of the Pledged Collateral are evidenced by any
Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper
listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item
of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has
been properly endorsed, assigned and delivered to the First Lien Collateral Agent,
accompanied by instruments of transfer or assignment duly executed in blank. If any amount
then payable under or in connection with any of the Pledged Collateral shall be evidenced by
any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable
evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the
Collateral Agent or the First Lien Collateral Agent exceeds $2,000,000 in the aggregate for
all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly
(but in any event within five days after receipt thereof) endorse, assign and deliver the
same to the First Lien Collateral Agent (or following the Discharge of First Lien
Obligations, to the Collateral Agent), accompanied by such instruments of transfer or
assignment duly executed in blank as the First Lien Collateral Agent (or following the
Discharge of First Lien Obligations, to the Collateral Agent) may from time to time
reasonably require.




     (b) Electronic Chattel Paper and Transferable Records. As of the date hereof,
no amount under or in connection with any of the Pledged Collateral is evidenced by any
Electronic Chattel Paper or any “transferable record” (as that term is defined in Section
201 of the Federal Electronic Signatures in Global and National Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction) other than such Electronic Chattel Paper and transferable records listed in
Schedule 11












 






M-19

to the Perfection Certificate. If any amount payable under or in
connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel
Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or
transferable record shall, after the Discharge of First Lien Obligations, promptly notify
the Collateral Agent thereof and shall take such action as the Collateral Agent may
reasonably request to vest in the Collateral Agent, after the Discharge of First Lien
Obligations, control of such Electronic Chattel Paper under Section 9-105 of the UCC or
control under Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act,
as so in effect in such jurisdiction, of such transferable record. The requirement in the
preceding sentence shall not apply to the extent that such amount, together with all amounts
payable evidenced by Electronic Chattel Paper or any transferable record in which the
Collateral Agent or the First Lien Collateral Agent has not been vested control within the
meaning of the statutes described in the immediately preceding sentence, does not exceed
$2,000,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor
that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to
the Collateral Agent and so long as such procedures will not result in the Collateral
Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper
or transferable record permitted under Section 9-105 of the UCC or, as the case may be,
Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or
Section 16 of the Uniform Electronic Transactions Act for a party in control to allow
without loss of control, unless an Event of Default has occurred and is continuing or would
occur after taking into account any action by such Pledgor with respect to such Electronic
Chattel Paper or transferable record.




     (c) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under
a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the
Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, to
the extent the same has been requested by the First Lien Collateral Agent, pursuant to an
agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i)
arrange for the issuer and any confirmer of such Letter of Credit to consent to an
assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit
or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter
of Credit, with the Collateral Agent agreeing, in each case, that, during the continuance of
an Event of Default, upon the Collateral Agent’s election, the proceeds of any drawing under
the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in
the preceding sentence shall not be required to the extent that the amount of any such
Letter of Credit, does not exceed $2,000,000 in the aggregate for all Pledgors.




     (d) Commercial Tort Claims. As of the date hereof, each Pledgor hereby
represents and warrants that it holds no Commercial Tort Claims other than those listed in
Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or
acquire a Commercial Tort Claim, such Pledgor shall promptly and in any event within 30 days
notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof












 





M-20


and grant to the Collateral Agent in such writing a security interest therein and in
the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form
and substance reasonably satisfactory to the Collateral Agent. The requirement in the
preceding sentence shall not apply to the extent that the amount of such Commercial Tort
Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in
which the Collateral Agent does not have a security interest, does not exceed $2,000,000 in
the aggregate for all Pledgors.



          SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each
Subsidiary of the Borrowers which, from time to time, after the date hereof shall be required to
pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the
provisions of the Credit Agreement (for the avoidance of doubt, such Subsidiaries shall not include
any Foreign Subsidiary), to execute and deliver to the Collateral Agent (i) a Joinder Agreement
substantially in the form of Exhibit 3 hereto and (ii) a Perfection Certificate, in each
case, within thirty (30) days of the date on which it was acquired or created, upon such execution
and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes
hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein.
The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor
hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.




          SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further
actions, and execute and/or deliver to the Collateral Agent such additional financing statements,
amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent
may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve
and protect the security interest in the Pledged Collateral as provided herein and the rights and
interests granted to the Collateral Agent hereunder, or permit the Collateral Agent to exercise and
enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including
the filing of financing statements, continuation statements and other documents under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security
interest created hereby, all in form reasonably satisfactory to the Collateral Agent and in such
offices (including the United States Patent and Trademark Office and the United States Copyright
Office) wherever required by law to perfect, continue and maintain the validity, enforceability and
priority of the security interest in the Pledged Collateral as provided herein and to preserve the
other rights and interests granted to the Collateral Agent hereunder, as against third parties,
with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each
Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral
Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules,
descriptions and designations of the Pledged Collateral as the Collateral Agent shall reasonably
request. If an Event of Default has occurred and is continuing, after the Discharge of First Lien
Obligations, the Collateral Agent may institute and maintain, in its own name or in the name of any
Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be
necessary or expedient to prevent any











 





M-21


impairment of the security interest in or the perfection thereof in the Pledged Collateral.
All of the foregoing shall be at the sole cost and expense of the Pledgors.




ARTICLE IV




REPRESENTATIONS, WARRANTIES AND COVENANTS




          Each Pledgor represents, warrants and covenants as follows:




          SECTION 4.1. Title. Except for the security interest granted to the Collateral Agent for
the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor
owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date
hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free
and clear of any and all Liens or claims of others. In addition, no Liens or claims exist on the
Securities Collateral, other than as permitted by Section 6.02 of the Credit Agreement.




          SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the
Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder
constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the
payment and performance of the Secured Obligations, and (b) subject to the filings and other
actions described in Schedule 7 to the Perfection Certificate (to the extent required to be
listed on the schedules to the Perfection Certificate as of the date this representation is made or
deemed made), a perfected security interest in all the Pledged Collateral. The security interest
and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing
security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted
Liens.




          SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to
Section 5.05 of the Credit Agreement, each Pledgor shall, at its own cost and expense,
defend title to the Pledged Collateral pledged by it hereunder and the security interest therein
and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and
demands of all persons, at its own cost and expense, at any time claiming any interest therein
adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. There is no
agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any
other action (in each case, other than with respect to Permitted Liens), that would restrict the
transferability of any of the Pledged Collateral or otherwise impair or conflict with such
Pledgor’s obligations or the rights of the Collateral Agent hereunder.




          SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third
party to file (nor will there be), any valid or effective financing statement (or similar
statement, instrument of registration or public notice under the law of any jurisdiction) covering
or












 






M-22


purporting to cover any interest of any kind in the Pledged Collateral, except such as have
been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of
a Permitted Lien with respect to such Permitted Lien or financing statements or public notices
relating to the termination statements listed on Schedule 9 to the Perfection Certificate.
No Pledgor shall execute, authorize or permit to be filed in any public office any financing
statement (or similar statement, instrument of registration or public notice under the law of any
jurisdiction) relating to any Pledged Collateral, except financing statements and other statements
and instruments filed or to be filed in respect of and covering the security interests granted by
such Pledgor to the holder of the Permitted Liens.



          SECTION 4.5. [Reserved].




          SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing
on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such
Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and
non-assessable to the extent applicable. There is no amount or other obligation owing by any
Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance
of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the
Pledged Securities.




          SECTION 4.7. Consents, etc. In the event that the Collateral Agent desires to exercise
during the continuance of an Event of Default any remedies, voting or consensual rights or
attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any
approvals or consents of any Governmental Authority or any other person therefor, then, upon the
reasonable request of the Collateral Agent, such Pledgor agrees to use commercially reasonable
efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary
approvals or consents for the exercise of any such remedies, rights and powers.




          SECTION 4.8. Pledged Collateral. All information set forth herein, including the
schedules hereto, and all information contained in any documents, schedules and lists heretofore
delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in
connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and
complete in all material respects. The Pledged Collateral described on the schedules to the
Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or
held by the Pledgors.




          SECTION 4.9. Insurance. After the Discharge of First Lien Obligations, in the event
that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has
exercised its right to foreclose after an Event of Default, such net cash proceeds shall be held in
trust for the benefit of the Collateral Agent and promptly after receipt thereof shall be paid to
the Collateral Agent for application in accordance with the Credit Agreement.













 






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ARTICLE V




CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL




          SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon
obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for
the benefit of the Collateral Agent and promptly (but in any event within ten Business Days after
receipt thereof) deliver to the Collateral Agent (or the First Lien Collateral Agent as required by
Section 3.1 and Section 3.2) a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the
certificates and other documents required under Section 3.1 and Section 3.2 hereof
in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged
pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in
respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that
all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the
Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.




          SECTION 5.2. Voting Rights; Distributions; etc.





     (a) So long as no Event of Default shall have occurred and be continuing:




     (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Securities Collateral or any part thereof for any purpose not
inconsistent with the terms or purposes hereof, the Credit Agreement or any other document
evidencing the Secured Obligations; provided, however, that no Pledgor shall
in any event exercise such rights in any manner which would reasonably be expected to have a
Material Adverse Effect.




     (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and
clear of the Lien hereof, any and all Distributions, but only if and to the extent made in
accordance with the provisions of the Credit Agreement; provided, however,
that any and all such Distributions consisting of rights or interests in the form of
certificated securities shall be forthwith delivered to the First Lien Collateral Agent (or
following the Discharge of First Lien Obligations, the Collateral Agent) to hold as Pledged
Collateral and shall, if received by any Pledgor, be received in trust for the benefit of
the Collateral Agent, be segregated from the other property or funds of such Pledgor and be
promptly (but in any event within five days after receipt thereof) delivered to the First
Lien Collateral Agent (or following the Discharge of First Lien Obligations, the Collateral
Agent) as Pledged Collateral in the same form as so received (with any necessary
endorsement).



          (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent
shall be deemed without further action or formality to have granted to each Pledgor all necessary
consents relating to voting rights and shall, if necessary, upon written request












 





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of any Pledgor and at the sole cost and expense of the Pledgors, from time to time
execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as
such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and
other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to
receive the Distributions which it is authorized to receive and retain pursuant to
Section 5.2(a)(ii) hereof.



          (c) Upon the occurrence and during the continuance of any Event of Default, and subject to the
Intercreditor Agreement:





     (i) All rights of each Pledgor to exercise the voting and other consensual rights it
would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall
immediately cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and other
consensual rights.




     (ii) All rights of each Pledgor to receive Distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall
immediately cease and all such rights shall thereupon become vested in the Collateral Agent,
which shall thereupon have the sole right to receive and hold as Pledged Collateral such
Distributions.



          (d) After the Discharge of First Lien Obligations, each Pledgor shall, at its sole cost and
expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as
the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the
voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i)
hereof and to receive all Distributions which it may be entitled to receive under
Section 5.2(c)(ii) hereof.




          (e) All Distributions which are received by any Pledgor contrary to the provisions of
Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral
Agent, shall be segregated from other funds of such Pledgor and shall promptly and in any event
within two Business Days be paid over to the First Lien Collateral Agent (or following the
Discharge of First Lien Obligations, the Collateral Agent) as Pledged Collateral in the same form
as so received (with any necessary endorsement).




          SECTION 5.3. Defaults, etc. Such Pledgor is not in violation of any provisions of any
agreement to which such Pledgor is a party relating to Pledged Securities pledged by it, or
otherwise in default or violation thereunder. No Securities Collateral pledged by such Pledgor is
subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or
alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there
are no certificates, instruments, documents or other writings (other than the Organizational
Documents and certificates representing such Pledged Securities that have been delivered to the
Collateral Agent or the First Lien Collateral Agent) which evidence any Pledged Securities of such
Pledgor.













 






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          SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity
Interests.




          (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor
agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by
it and will comply with such terms insofar as such terms are applicable to it.




          (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be,
in a partnership, limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Organizational Document (i) to the pledge by each other Pledgor,
pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability
company or other entity and, upon the occurrence and during the continuance of an Event of Default,
to the transfer of such Pledged Securities to the Collateral Agent or its nominee and (ii) to the
substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member
in such partnership, limited liability company or other entity with all the rights, powers and
duties of a general partner, limited partner, shareholder or member, as the case may be solely in
connection with any exercise of remedies hereunder.




ARTICLE VI




CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL




          SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the
Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies
under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the
Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign,
license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired
by such Pledgor, wherever the same may be located. Such license shall include access to all media
in which any of the licensed items may be recorded or stored and to all computer programs used for
the compilation or printout hereof.




          SECTION 6.2. Protection of Collateral Agent’s Security. On a continuing basis, each
Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof,
notify the Collateral Agent of any adverse determination in any proceeding or the institution of
any proceeding in any federal, state or local court or administrative body or in the United States
Patent and Trademark Office or the United States Copyright Office regarding any Material
Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual
Property Collateral or its right to keep and maintain such registration in full force and effect,
(ii) maintain all Material Intellectual Property Collateral as presently used and operated except
as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or












 






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become abandoned any Material Intellectual Property Collateral, and not settle or compromise
any pending or future litigation or administrative proceeding with respect to any such Material
Intellectual Property Collateral, in either case except as shall be consistent with commercially
reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify
the Collateral Agent in writing of any event which may be reasonably expected to materially and
adversely affect the value or utility of any Material Intellectual Property Collateral or the
rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy
or any legal process against any Material Intellectual Property Collateral, (v) not license any
Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental
to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a
manner that materially and adversely affects the right to receive payments thereunder, or in any
manner that would materially impair the value of any Intellectual Property Collateral or the Lien
on and security interest in the Intellectual Property Collateral created therein hereby, without
the consent of the Collateral Agent, (vi) diligently keep adequate records respecting all
Intellectual Property Collateral and (vii) furnish to the Collateral Agent from time to time upon
the Collateral Agent’s request therefor during the continuance of an Event of Default reasonably
detailed statements and amended schedules further identifying and describing the Intellectual
Property Collateral and such other materials evidencing or reports pertaining to any Intellectual
Property Collateral as the Collateral Agent may from time to time reasonably request.



          SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date
hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become
entitled to the benefit of any additional Intellectual Property Collateral or any renewal or
extension thereof, including any reissue, division, continuation, or continuation-in-part of any
Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the
provisions hereof shall automatically apply thereto and any such item enumerated in the preceding
clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would
have constituted Intellectual Property Collateral at the time of execution hereof and be subject to
the Lien and security interest created by this Agreement without further action by any party. Each
Pledgor shall on a quarterly basis provide to the Collateral Agent written notice of the
registration, or the filing of an application for registration, of any Intellectual Property
Collateral that occurred during such period, if any, and confirm the attachment of the Lien and
security interest created by this Agreement therein by execution of an instrument in form
reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as
shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s
security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the
Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to
the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired
or arising after the date hereof.




          SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of
Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party
in interest, for its own benefit and at the sole cost and expense of the Pledgors, such
applications for protection of the Intellectual Property Collateral and suits, proceedings or other












 





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actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution
in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon
the occurrence and during the continuance of any Event of Default, after the Discharge of First
Lien Obligations, the Collateral Agent shall have the right but shall in no way be obligated to
file applications for protection of the Intellectual Property Collateral and/or bring suit in the
name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual
Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at
the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all
documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall
promptly reimburse and indemnify the Collateral Agent for all reasonable, out-of-pocket costs and
expenses incurred by the Collateral Agent in the exercise of its rights under this
Section 6.4 in accordance with Section 10.03 of the Credit Agreement. In the event
that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property
Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all
commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent
the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other
damage to any of the Material Intellectual Property Collateral by any person.



ARTICLE VII




CERTAIN PROVISIONS CONCERNING RECEIVABLES




          SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own
cost and expense complete records of each Receivable, in a manner consistent with prudent business
practice, including records of all payments received, all credits granted thereon, all merchandise
returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole
cost and expense, upon the Collateral Agent’s demand, after the Discharge of First Lien
Obligations, made at any time after the occurrence and during the continuance of any Event of
Default, deliver all tangible evidence of Receivables, including all documents evidencing
Receivables and any books and records relating thereto to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained by such Pledgor).




          SECTION 7.2. Legend. Each Pledgor shall legend, upon the occurrence and during the
continuance of an Event of Default and at the request of the Collateral Agent and in form and
manner satisfactory to the Collateral Agent, the Receivables and the other books, records and
documents of such Pledgor evidencing or pertaining to the Receivables in the amount in excess of
$1.0 million in the aggregate, with an appropriate reference to the fact that the Receivables have
been assigned to the Collateral Agent for the benefit of the Secured Parties and that the
Collateral Agent has a Second Priority security interest therein.




          SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any
obligations evidenced by any Receivable or modify any term thereof or make any adjustment












 





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with respect thereto except in the ordinary course of business consistent with current or past
business practice, or extend or renew any such obligations except in the ordinary course of
business consistent with current or past business practice or compromise or settle any dispute,
claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except
in the ordinary course of business consistent with prudent business practice without the prior
written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its
part to be fulfilled under or in connection with the Receivables.



          SECTION 7.4. Collection. Each Pledgor shall use commercially reasonable efforts to
cause to be collected from the Account Debtor of each of the Receivables, as and when due in the
ordinary course of business and consistent with current or past business practice (including
Receivables that are delinquent, such Receivables to be collected in accordance with current or
past business practice), except that any Pledgor may, with respect to a Receivable, allow in the
ordinary course of business (i) a refund or credit due as a result of returned or damaged or
defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables
and such other modifications of payment terms or settlements in respect of Receivables as shall be
commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course
of business consistent with its collection practices as in effect from time to time. The costs and
expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor,
the Collateral Agent or any Secured Party, shall be paid by the Pledgors.




ARTICLE VIII




TRANSFERS




          SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign
or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged
by it hereunder except as permitted by the Credit Agreement.




ARTICLE IX




REMEDIES




          SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral,
in addition to the other rights and remedies provided for herein or otherwise available to it, the
following remedies subject to the Intercreditor Agreement:




          (i) Personally, or by agents or attorneys, immediately take possession of the Pledged
Collateral or any part thereof, from any Pledgor or any other person who then has possession












 





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of any part thereof after notice and for that purpose may enter upon any Pledgor’s
premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain
present at such premises to receive copies of all communications and remittances relating to the
Pledged Collateral and use in connection with such removal and possession any and all services,
supplies, aids and other facilities of any Pledgor;



          (ii) Demand, sue for, collect or receive any money or property at any time payable or
receivable in respect of the Pledged Collateral including instructing the obligor or obligors on
any agreement, instrument or other obligation constituting part of the Pledged Collateral to make
any payment required by the terms of such agreement, instrument or other obligation directly to the
Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time
for payment and make other modifications with respect thereto; provided, however,
that in the event that any such payments are made directly to any Pledgor, prior to receipt by any
such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant
thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later
than five (5) Business Days after receipt thereof) pay such amounts to the Collateral Agent;




          (iii) In connection with the Collateral Agent’s exercise of its remedies hereunder after an
Event of Default, sell, assign, grant a license to use or otherwise liquidate, or direct any
Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments
made in whole or in part with the Pledged Collateral or any part thereof, and take possession of
the proceeds of any such sale, assignment, license or liquidation;




          (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor
in writing to deliver the same to the Collateral Agent at any place or places so designated by the
Collateral Agent, in which event such Pledgor shall at its own expense forthwith cause the same to
be moved to the place or places designated by the Collateral Agent and therewith delivered to the
Collateral Agent. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in
this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity
having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific
performance by any Pledgor of such obligation;




          (v) Withdraw all moneys, instruments, securities and other property in any bank, financial
securities, deposit or other account of any Pledgor constituting Pledged Collateral for application
to the Secured Obligations as provided in Article X hereof;




          (vi) Retain and apply the Distributions to the Secured Obligations as provided in
Article X hereof;




          (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral,
including perfecting assignment of and exercising any and all voting, consensual and other rights
and powers with respect to any Pledged Collateral; and













 





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          (viii) Exercise all the rights and remedies of a secured party on default under the UCC, and
the Collateral Agent may also in its sole discretion, without notice except as specified in
Section 9.2 hereof, sell or assign the Pledged Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral
Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The
Collateral Agent or any other Secured Party or any of their respective Affiliates may be the
purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any
such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such
sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of
the purchase price of the Pledged Collateral or any part thereof payable by such person at such
sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property
sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and
each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay
and/or appraisal which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any
sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given.
The Collateral Agent may adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent
permitted by law, any claims against the Collateral Agent arising by reason of the fact that the
price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed
at such a private sale was less than the price which might have been obtained at a public sale,
even if the Collateral Agent accepts the first offer received and does not offer such Pledged
Collateral to more than one offeree.




          SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent
notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required
by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of
the time after which any private sale or other intended disposition is to take place shall be
commercially reasonable notification of such matters. No notification need be given to any Pledgor
if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying
any right to notification of sale or other intended disposition.




          SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest
extent permitted by applicable law, notice or judicial hearing in connection with the Collateral
Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any
part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies
and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby
further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by
such taking of possession, (ii) all other requirements as to the time, place and terms of sale or
other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and
(iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium












 





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now or hereafter in force under any applicable law. The Collateral Agent shall not be
liable for any incorrect or improper payment made pursuant to this Article IX in the
absence of gross negligence or willful misconduct on the part of the Collateral Agent.



          SECTION 9.4. Certain Sales of Pledged Collateral.




          (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules,
regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with
respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who
meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such
sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable
through a public sale without such restrictions, and, notwithstanding such circumstances, agrees
that any such restricted sale shall be deemed to have been made in a commercially reasonable manner
and that, except as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.




          (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with
respect to any sale of all or any part of the Securities Collateral and Investment Property, to
limit purchasers to persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at
prices and on terms less favorable to the Collateral Agent than those obtainable through a public
sale without such restrictions, and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner and that the
Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the
sale of any Securities Collateral or Investment Property for the period of time necessary to permit
the issuer thereof to register it for a form of public sale requiring registration under the
Securities Act or under applicable state securities laws, even if such issuer would agree to do so.




          (c) If the Collateral Agent determines to exercise its right to sell any or all of the
Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall
from time to time furnish to the Collateral Agent all such information as the Collateral Agent may
reasonably request in order to determine the number of securities included in the Securities
Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions
under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the
same are from time to time in effect.




          (d) Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured
Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby












 





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waives and agrees not to assert any defenses against an action for specific performance of
such covenants except for a defense that no Event of Default has occurred and is continuing.




          SECTION 9.5. No Waiver; Cumulative
Remedies.


          (a) No failure on the part of the Collateral Agent to exercise, no course of dealing with
respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or
the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be
required to look first to, enforce or exhaust any other security, collateral or guaranties. All
rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies
provided by law or otherwise available.




          (b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any
right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure,
sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Collateral Agent, then and in every such
case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged Collateral, and all
rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall
continue as if no such proceeding had been instituted.




          SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event
of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent
in connection with the Collateral Agent’s exercise of its remedies hereunder, each Pledgor shall
execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents,
Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate
to carry out the intent and purposes hereof.




ARTICLE X




APPLICATION OF PROCEEDS




          SECTION 10.1. Application of Proceeds. The proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any part of the Pledged
Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied,
together with any other sums then held by the Collateral Agent pursuant to this Agreement, in
accordance with the Credit Agreement.













 




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ARTICLE XI




MISCELLANEOUS




          SECTION 11.1. Concerning Collateral Agent.




          (a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit
Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the
Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or refrain from taking
action (including the release or substitution of the Pledged Collateral), in accordance with this
Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact
in connection herewith. The Collateral Agent may resign and a successor Collateral Agent may be
appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment
as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon
be discharged from its duties and obligations under this Agreement. After any retiring Collateral
Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or
omitted to be taken by it under this Agreement while it was the Collateral Agent.




          (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it being understood that
neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i)
ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Securities Collateral, whether or not the Collateral Agent or any
other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary
steps to preserve rights against any person with respect to any Pledged Collateral.




          (c) The Collateral Agent shall be entitled to rely upon any written notice, statement,
certificate, order or other document or any telephone message believed by it to be genuine and
correct and to have been signed, sent or made by the proper person, and, with respect to all
matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by
it.




          (d) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing
statements of the Pledgors need to be amended as a result of any of the changes described in
Section 5.13(a) of the Credit Agreement. If any Pledgor fails to provide information to
the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable
or responsible to any party for any failure to maintain a perfected security interest












 





M-34


in such Pledgor’s property constituting Pledged Collateral, for which the Collateral
Agent needed to have information relating to such changes. The Collateral Agent shall have no duty
to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes,
the parties acknowledging and agreeing that it would not be feasible or practical for the
Collateral Agent to search for information on such changes if such information is not provided by
any Pledgor.



          SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. After the Discharge of First Lien Obligations, if any Pledgor shall fail to
perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay
the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any
taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or
assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’,
materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law
against, all or any portion of the Pledged Collateral, (iii) discharge Liens or (iv) pay or perform
any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty
on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall
not be obligated to), following notice to the Pledgor, do the same or cause it to be done or remedy
any such breach, and may expend funds for such purpose; provided, however, that the
Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien,
imposition or other obligation which such Pledgor fails to pay or perform as and when required
hereby and which such Pledgor does not contest in accordance with the provisions of the Credit
Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors
in accordance with the provisions of Section 10.03 of the Credit Agreement. Neither the
provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to
the provisions of this Section 11.2 shall prevent any such failure to observe any covenant
contained in this Agreement nor any breach of representation or warranty from constituting an Event
of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full
power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or
otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute
any instrument consistent with the terms of the Credit Agreement, this Agreement and the other
Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to
such Pledgor or any third party for failure to so do or take action). The foregoing grant of
authority is a power of attorney coupled with an interest and such appointment shall be irrevocable
for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or
cause to be done by virtue hereof.




          SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors,
their respective successors and assigns and (ii) inure, together with the rights and remedies of
the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured
Parties and each of their respective successors, transferees and assigns. No other persons
(including any other creditor of any Pledgor) shall have any interest herein or any right or












 





M-35


benefit with respect hereto. Without limiting the generality of the foregoing clause (ii),
any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this
Agreement to any Lender, and such Lender shall thereupon become vested with all the benefits in
respect thereof granted to such Secured Party, herein or otherwise, subject however, to the
provisions of the Credit Agreement or the Intercreditor Agreement. Each of the Pledgors agrees
that its obligations hereunder and the security interest created hereunder shall continue to be
effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or
any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party
upon the bankruptcy or reorganization of any Pledgor or otherwise.



          SECTION 11.4. Termination; Release. When all the Secured Obligations have been paid
in full (other than contingent obligations that have not matured) and the Commitments of the
Lenders to make any Loan under the Credit Agreement shall have expired or been sooner terminated,
this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be
automatically released from the Lien of this Agreement. In addition, the Pledged Collateral shall
be released in accordance with the provisions of the Intercreditor Agreement. Upon the sale or
disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit
Agreement to a person that is not a Pledgor hereunder, such Pledged Collateral shall be
automatically released from the Lien of this Agreement. Upon such release or any release of
Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement,
the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors,
assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the
Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released
assets, such of the Pledged Collateral or any part thereof to be released (in the case of a
release) as may be in possession of the Collateral Agent and as shall not have been sold or
otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral,
proper documents and instruments (including UCC-3 termination financing statements or releases)
acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.




          SECTION 11.5. Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor
therefrom, shall be effective unless the same shall be made in accordance with the terms of the
Credit Agreement or the Intercreditor Agreement and unless in writing and signed by the Collateral
Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any
provision hereof and any consent to any departure by any Pledgor from the terms of any provision
hereof in each case shall be effective only in the specific instance and for the specific purpose
for which made or given. Except where notice is specifically required by this Agreement or any
other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any
case shall entitle any Pledgor to any other or further notice or demand in similar or other
circumstances.




          SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement,
any notice or other communication herein required or permitted to be given shall be given in the
manner and become effective as set forth in the Credit Agreement, as to any












 





M-36


Pledgor, addressed to it at the address of the Borrowers set forth in the Credit Agreement and
as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in
each case at such other address as shall be designated by such party in a written notice to the
other party complying as to delivery with the terms of this Section 11.6.



          SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of
Jury Trial. Sections 10.09 and 10.10 of the Credit Agreement are incorporated
herein, mutatis mutandis, as if a part hereof.




          SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without invalidating the remaining
provisions hereof or affecting the validity, legality or enforceability of such provision in any
other jurisdiction.




          SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute one and the same
agreement.




          SECTION 11.10. Business Days. In the event any time period or any date provided in
this Agreement ends or falls on a day other than a Business Day, then such time period shall be
deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and
performance herein may be made on such Business Day, with the same force and effect as if made on
such other day.




          SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not
be entitled to any credit against the principal, premium, if any, or interest payable under the
Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which
may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the
Pledged Collateral or any part thereof.




          SECTION 11.12. [Reserved].




          SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan
Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder,
shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on
such Pledgor’s part to be performed or observed under or in respect of any of the Pledged
Collateral or from any liability to any person under or in respect of any of the Pledged Collateral
or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or
observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed
or observed or shall impose any liability on the Collateral Agent or any other Secured Party for
any act or omission on the part of such Pledgor relating thereto or for any breach of any
representation or warranty on the part of such Pledgor contained in this Agreement, the












 






M-37

Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral
or made in connection herewith or therewith. Anything herein to the contrary notwithstanding,
neither the Collateral Agent nor any other Secured Party shall have any obligation or liability
under any contracts, agreements and other documents included in the Pledged Collateral by reason of
this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform
any of the obligations or duties of any Pledgor thereunder or to take any action to collect or
enforce any such contract, agreement or other document included in the Pledged Collateral
hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive
the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement,
the Credit Agreement and the other Loan Documents.



          SECTION 11.14. Obligations Absolute. To the extent allowed under applicable law, all
obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:





     (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any other Pledgor;




     (ii) any lack of validity or enforceability of the Credit Agreement or any other Loan
Document, or any other agreement or instrument relating thereto;




     (iii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Secured Obligations, or any other amendment or waiver of or any consent to
any departure from the Credit Agreement or any other Loan Document or any other agreement or
instrument relating thereto;




     (iv) any pledge, exchange, release or non-perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any guarantee, for all or
any of the Secured Obligations;




     (v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under
or in respect hereof, the Credit Agreement or any other Loan Document except as specifically
set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or




     (vi) any other circumstances which might otherwise constitute a defense available to,
or a discharge of, any Pledgor.



          SECTION 11.15. Collateral Agent. The Collateral Agent acknowledges and agrees, on
behalf of itself and any Secured Party, that, any provision of this Agreement or any other Loan
Document to the contrary notwithstanding, until the Discharge of First Lien Obligations the
Pledgors shall not be required to act or refrain from acting pursuant to this Agreement or any
other Loan Document or with respect to any Pledged Collateral in any manner that would result in a
default under the terms and provisions of the First Lien Loan Documents (as defined












 





M-38


in the Intercreditor Agreement) or any document governing the First Lien Collateral (as
defined in the Intercreditor Agreement).



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]














 





S-1



          IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date first above written.




	 	 	 	 	 
	 	GA EBS MERGER, LLC,

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MEDIFAX — EDI HOLDING COMPANY,

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	EBS MASTER LLC,

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[GUARANTORS],

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 











 





S-2


	 	 	 	 	 
	 	CITIBANK, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 















 





EXHIBIT 1




[RESERVED]










 





EXHIBIT 2




[Form of]




SECURITIES PLEDGE AMENDMENT




          This Securities Pledge Amendment, dated as of [                    ], is delivered pursuant to
Section 5.1 of the Second Lien Security Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized
terms used but not otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement), dated as of November 16, 2006, made by GA EBS MERGER, LLC, a limited liability
company organized under the laws of Delaware (the “Borrower”), MEDIFAX-EDI HOLDING COMPANY,
a corporation organized under the laws of Delaware (the “Additional Borrower” and together
with Borrower, “Borrowers” ), the Guarantors party thereto and CITIBANK, N.A., as
collateral agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”). The undersigned hereby agrees that this Securities Pledge Amendment
may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes
listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the
Pledged Collateral and shall secure all Secured Obligations.




PLEDGED SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CLASS	 	 	 	 	 	 	 	 	 	 	NUMBER OF	 	 	PERCENTAGE OF	 
	 	 	OF STOCK	 	 	 	 	 	 	 	 	 	 	SHARES	 	 	ALL ISSUED CAPITAL	 
	 	 	OR	 	 	PAR	 	 	CERTIFICATE	 	 	OR	 	 	OR OTHER EQUITY	 
	ISSUER	 	INTERESTS	 	 	VALUE	 	 	NO(S).	 	 	INTERESTS	 	 	INTERESTS OF ISSUER	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 



-2-


INTERCOMPANY NOTES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL	 	 	DATE OF	 	 	INTEREST	 	 	MATURITY	 
	ISSUER	 	AMOUNT	 	 	ISSUANCE	 	 	RATE	 	 	DATE	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 	[       
              
              
              
              
              
    ],



as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGREED TO AND ACCEPTED:




CITIBANK, N.A.,

as Collateral Agent




	 	 	 	 	 
	By:  	 	 
	 	Name:  	 	 	 	 
	 	Title:  	 	 	 
	 










 



 




EXHIBIT 3




[Form of]




JOINDER AGREEMENT




[Name of New Pledgor]

[Address of New Pledgor]




[Date]




                                                            




                                                            




                                                            




                                                            





Ladies and Gentlemen:



          Reference is made to the Second Lien Security Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized
terms used but not otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement), dated as of November 16, 2006, made by GA EBS MERGER, LLC, a limited liability
company organized under the laws of Delaware (the “Borrower”), MEDIFAX-EDI HOLDING COMPANY,
a corporation organized under the laws of Delaware (the “Additional Borrower” and together
with Borrower, “Borrowers” ), the Guarantors party thereto and CITIBANK, N.A., as
collateral agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”).




          This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned,
[                                             ] (the “New Pledgor”), pursuant to Section 3.5 of the
Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor
party to the Security Agreement by all of the terms, covenants and conditions set forth in the
Security Agreement to the same extent that it would have been bound if it had been a signatory to
the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees
to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in
Articles V and VI of the Credit Agreement and the Guarantee Agreement to the same
extent that it would have been bound if it had been a signatory to the Credit Agreement and the
Guarantee Agreement on the execution date of the Credit Agreement and the Guarantee Agreement.
Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the









 



-2-


Collateral Agent, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, a Lien on and security interest in, all of its right, title and interest in, to and
under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor
and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties
and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement
and Article III of the Credit Agreement.




     Annexed hereto are supplements to each of the schedules to the Security Agreement and the
Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed
to be part of the Security Agreement or the Credit Agreement, as applicable.



     This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.



     THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.









 



-3-


          IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the date first above written.




	 	 	 	 	 
	 	[NEW PLEDGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGREED TO AND ACCEPTED:




CITIBANK, N.A.,

as Collateral Agent




	 	 	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



[Schedules to be attached]













 





EXHIBIT 4




[Form of]




Second Lien Copyright Security Agreement




          Second Lien Copyright Security Agreement, dated as of [                                        ], by [           
         ]
and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor
of CITIBANK, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such
capacity, the “Collateral Agent”).





W i t n e s s e t h:




          Whereas, the Pledgors are party to a second lien security agreement of even date
herewith (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors
are required to execute and deliver this Second Lien Copyright Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in and to all of its right, title and interest in, to and under all the following
Pledged Collateral of such Pledgor:




          (a) Copyrights of such Pledgor listed on Schedule I attached hereto (other than Excluded
Property); and




          (b) all Proceeds of any and all of the foregoing (other than Excluded Property).




          SECTION 3. Security Agreement. The security interest granted pursuant to this Second
Lien Copyright Security Agreement is granted in conjunction with the security interest granted to
the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the security interest in the
Copyrights made and granted hereby are more fully set forth in the Security










 



-2-

Agreement, the terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Second Lien Copyright Security Agreement
is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall
control. Notwithstanding anything herein to the contrary, the lien and security interest granted
to the Collateral Agent pursuant to this Second Lien Copyright Security Agreement and the exercise
of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and this Second Lien Copyright Security Agreement, the terms of the Intercreditor
Agreement shall govern and control.




          SECTION 4. Termination. Upon the payment in full of the Secured Obligations (other
than contingent obligations which are not due and payable on the Closing Date) and termination of
the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.




          SECTION 5. Counterparts. This Second Lien Copyright Security Agreement may be
executed in any number of counterparts, all of which shall constitute one and the same instrument,
and any party hereto may execute this Second Lien Copyright Security Agreement by signing and
delivering one or more counterparts.




[signature page follows]










 



-3-




          In Witness Whereof, each Pledgor has caused this Second Lien Copyright Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set
forth above.




	 	 	 	 	 
	 	Very truly yours,




[PLEDGORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:



CITIBANK, N.A.,

as Collateral Agent




	 	 	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 










 



-4-


SCHEDULE I

to

SECOND LIEN COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS




Copyright Registrations:




	 	 	 	 	 
	 	 	registration	 	 
	owner	 	number	 	title
	 
	 	 	 	 





Copyright Applications:




	 	 	 
	owner	 	title
	 
	 	 











 



 


EXHIBIT 5




[Form of]




Second Lien Patent Security Agreement




     
     Second Lien Patent Security Agreement, dated as
of [             
               
            ], by [ 
               
    ] and
[             
       ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of
CITIBANK, N.A., in its capacity as collateral agent pursuant to the Second Lien Credit Agreement
(in such capacity, the “Collateral Agent”).






W i t n e s s e t h:





          Whereas, the Pledgors are party to a second lien security agreement of even date
herewith (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors
are required to execute and deliver this Second Lien Patent Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in and to all of its right, title and interest in, to and under all the following
Pledged Collateral of such Pledgor:




          (a) Patents of such Pledgor listed on Schedule I attached hereto (other than Excluded
Property); and




          (b) all Proceeds of any and all of the foregoing (other than Excluded Property).




          SECTION 3. Security Agreement. The security interest granted pursuant to this Second
Lien Patent Security Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that
the rights and remedies of the Collateral Agent with respect to the security interest in the
Patents made and granted hereby are more fully set forth in the Security









 



-2-


Agreement, the terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Second Lien Patent Security Agreement is
deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall
control. Notwithstanding anything herein to the contrary, the lien and security interest granted
to the Collateral Agent pursuant to this Second Lien Patent Security Agreement and the exercise of
any right or remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and this Second Lien Patent Security Agreement, the terms of the Intercreditor Agreement
shall govern and control.




          SECTION 4. Termination. Upon the payment in full of the Secured Obligations (other
than contingent obligations which are not due and payable on the Closing Date) and termination of
the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Patents under this Second Lien Patent Security
Agreement.




          SECTION 5. Counterparts. This Second Lien Patent Security Agreement may be executed
in any number of counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Second Lien Patent Security Agreement by signing and delivering one
or more counterparts.




[signature page follows]










 



-3-




          In Witness Whereof, each Pledgor has caused this Second Lien Patent Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set
forth above.




	 	 	 	 	 
	 	Very truly yours,




[PLEDGORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:



CITIBANK, N.A.,

as Collateral Agent




	 	 	 	 	 
	By:  	 	 
	Name:  	 	 	 	 
	Title:  	 	 	 	 









 



-4-

	 	 	 	 	 




SCHEDULE I

to

SECOND LIEN PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS




Patent Registrations:




	 	 	 	 	 
	 	 	registration	 	 
	owner	 	number	 	name
	 
	 	 	 	 





Patent Applications:




	 	 	 	 	 
	 	 	application	 	 
	owner	 	number	 	name
	 
	 	 	 	 






-5-











 





EXHIBIT 6




[Form of]




Second Lien Trademark Security Agreement




     
     Second Lien Trademark Security Agreement, dated as
of [             
               
  ], by [          
          ]
and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of
CITIBANK, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such
capacity, the “Collateral Agent”).





W i t n e s s e t h:



          Whereas, the Pledgors are party to a second lien security agreement of even date
herewith (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors
are required to execute and deliver this Second Lien Trademark Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in and to all of its right, title and interest in, to and under all the following
Pledged Collateral of such Pledgor:




          (a) Trademarks of such Pledgor listed on Schedule I attached hereto (other than Excluded
Property), provided that the grant of security interest shall not include any Trademark that may be
deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security
interest unless and until such time that the grant and/or enforcement of the security interest will
not affect the validity of such Trademark;




          (b) all Goodwill associated with such Trademarks; and




          (c) all Proceeds of any and all of the foregoing (other than Excluded Property).










 



-2-




          SECTION 3. Security Agreement. The security interest granted pursuant to this Second
Lien Trademark Security Agreement is granted in conjunction with the security interest granted to
the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the security interest in the
Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein. In the
event that any provision of this Second Lien Trademark Security Agreement is deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall control.
Notwithstanding anything herein to the contrary, the lien and security interest granted to the
Collateral Agent pursuant to this Second Lien Trademark Security Agreement and the exercise of any
right or remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and this Second Lien Trademark Security Agreement, the terms of the Intercreditor
Agreement shall govern and control.




          SECTION 4. Termination. Upon the payment in full of the Secured Obligations (other
than contingent obligations that are not due and payable on the Closing Date) and termination of
the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Trademarks under this Second Lien Trademark Security
Agreement.




          SECTION 5. Counterparts. This Second Lien Trademark Security Agreement may be
executed in any number of counterparts, all of which shall constitute one and the same instrument,
and any party hereto may execute this Second Lien Trademark Security Agreement by signing and
delivering one or more counterparts.




[signature page follows]










 



-3-




          In Witness Whereof, each Pledgor has caused this Second Lien Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the date first set
forth above.




	 	 	 	 	 
	 	Very truly yours,



[PLEDGORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




CITIBANK, N.A.,

as Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 












 



-4-


SCHEDULE I

to

SECOND LIEN TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS




Trademark Registrations:




	 	 	 	 	 
	 	 	registration	 	 
	owner	 	number	 	TRADEMARK
	 
	 	 	 	 





Trademark Applications:




	 	 	 	 	 
	 	 	application	 	 
	owner	 	number	 	trademark
	 
	 	 	 	 


















 





EXHIBIT N




[FORM OF]




SECTION 2.16 CERTIFICATE




     Reference is hereby made to the Second Lien Credit Agreement, dated as of November [  ], 2006
(as may be amended, restated, refinanced or otherwise modified from time to time, the “Credit
Agreement”), among GA EBS MERGER, LLC, a limited liability company organized under the laws of
Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws
of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ),
EBS MASTER LLC, a limited liability company organized under the laws of Delaware
(“Holdco”), the Lenders, CITIBANK, N.A., as administrative agent for the Lenders and as
collateral agent, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC.
(“DBSI”), as joint lead arrangers, CGMI, DBSI and BEAR, STEARNS & CO. INC., as joint
bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS, as syndication agent and BEAR STEARNS CORPORATE
LENDING INC., as documentation agent. Terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.16(e) of
the Credit Agreement, the undersigned hereby certifies under penalties of perjury to the
Administrative Agent and Borrower that (i) it is the sole record and beneficial owner of the loans
or the obligations evidenced by the Note(s) in respect of which it is providing this certificate,
(ii) it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Code, (iii) it is not a
“10-percent shareholder” (as such term is used in Section 881(c)(3)(B) of the Code) of Borrower and
(iv) it is not a controlled foreign corporation related to Borrower within the meaning of Section
864(d)(4) of the Code.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




N-1









 








EXHIBIT O




[FORM OF]

SOLVENCY CERTIFICATE





     This Solvency Certificate is being delivered pursuant to Section 4.01(i) of the Second Lien
Credit Agreement, dated as of November [  ], 2006 (as may be amended, restated, refinanced or
otherwise modified from time to time, the “Credit Agreement”), among GA EBS MERGER, LLC, a
limited liability company organized under the laws of Delaware, which on the Closing Date will be
merged with and into EMDEON BUSINESS SERVICES LLC (“Borrower”), MEDIFAX-EDI HOLDING
COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and
together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company
organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A., as
administrative agent for the Lenders and as collateral agent, CITIGROUP GLOBAL MARKETS INC.
(“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers, CGMI,
DBSI and BEAR, STEARNS & CO. INC., as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS, as
syndication agent and BEAR STEARNS CORPORATE LENDING INC., as documentation agent. Capitalized
terms used herein and not otherwise defined have the meanings given in the Credit Agreement.



     Solely in my capacity as Chief Financial Officer of Borrower and not in my personal capacity,
I hereby certify that I am familiar with the historical and current financial condition of the Loan
Parties and their respective Subsidiaries and that immediately following the consummation of the
Transactions and immediately following the making of each Loan made on the Closing Date and after
giving effect to the application of the proceeds of such Loans:



     A. The fair value of the assets of the Loan Parties taken as a whole, at a fair valuation on a
going concern basis, will exceed the value of their debts and liabilities, subordinated, contingent
or otherwise;



     B. The present fair saleable value of the property of the Loan Parties taken as a whole will
be greater than the amount that will be required to pay the probable liability of their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured;



     C. The Loan Parties taken as a whole will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured
(taking into account all available financing options); and



     D. The Loan Parties taken as a whole will not have unreasonably small capital with which to
conduct the business in which they are engaged as such business is now conducted and is proposed to
be conducted.



[Signature Page Follows]




O-1









 





     IN WITNESS WHEREOF, I have executed this Certificate on behalf of the Borrower this
[          ] day of [          ], 2006.



	 	 	 	 	 
	 	EMDEON BUSINESS SERVICES LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




O-2












 





EXHIBIT
P




INTERCREDITOR AGREEMENT




          This INTERCREDITOR AGREEMENT is dated as of November 16, 2006 and entered into by and among
CITIBANK, N.A., in its capacity as collateral agent for the First Lien Lenders (as defined below),
including its successors and assigns from time to time (the “First Lien Collateral Agent”),
CITIBANK, N.A., in its capacity as collateral agent for the Second Lien Obligations (as defined
below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”)
and GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware
(“Borrower”). Capitalized terms used herein but not otherwise defined herein have the meanings set
forth in Section 1 below.



RECITALS




          WHEREAS, Borrower, MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of
Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), MASTER LLC, a
limited liability company organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK,
N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the
First Lien Lenders, as collateral agent (in such capacity, the “Collateral Agent”), as Swingline
Lender and as Issuing Bank, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES
INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead Arrangers”), CGMI, DBSI and
BEAR, STEARNS & CO., INC. (“BSCI”), as joint bookrunners (in such capacity, the “Joint
Bookrunners”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as syndication agent (in such
capacity, the “Syndication Agent”) and BEAR STEARNS CORPORATE LENDNG INC. (“Bear Stearns”), as
documentation agent (in such capacity, the “Documentation Agent”), have entered into that
$805,000,000 First Lien Credit Agreement dated as of the date hereof providing for a revolving
credit facility and term loan (as amended, restated, supplemented, replaced, modified or Refinanced
from time to time, the “First Lien Credit Agreement”);



          WHEREAS, the Borrowers, Holdco, the Second Lien Lenders, CITIBANK, N.A., as administrative
agent for the Second Lien Lenders and as Second Lien Collateral Agent; CITIGROUP GLOBAL MARKETS INC
and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers (in such capacity, the “Second Lien Lead
Arrangers”), CITIGROUP GLOBAL MARKETS INC, DEUTSCHE BANK SECURITIES INC. and BEAR, STEARNS & CO.,
INC., as joint bookrunners (in such capacity, the “Second Lien Joint Bookrunners”); DEUTSCHE BANK
TRUST COMPANY AMERICAS, as syndication agent (in such capacity, the “Second Lien Syndication
Agent”) and BEAR STEARNS CORPORATE LENDING INC. as documentation agent (in such capacity, the
“Second Lien Documentation Agent”) have entered into that $170,000,000 Second Lien Credit Agreement
dated as of the date hereof providing for a term loan (as amended, restated, supplemented,
replaced, modified or Refinanced from time to time, the “Second Lien Credit Agreement”);



          WHEREAS, the obligations of the Loan Parties under the First Lien Credit Agreement, certain
other obligations of the Loan Parties and certain Hedging Agreements will be



P-1









 




secured by substantially all the assets of the Borrowers, Holdco and certain Subsidiaries
(such Subsidiaries and any future Subsidiaries of the Borrowers providing a guaranty thereof, the
“Guarantor Subsidiaries”), respectively, pursuant to the terms of the First Lien Security
Documents;




          WHEREAS, the obligations of the Loan Parties under the Second Lien Credit Agreement will be
secured by substantially all the assets of the Borrowers, Holdco and the Guarantor Subsidiaries,
respectively, pursuant to the terms of the Second Lien Security Documents;



          WHEREAS, the First Lien Loan Documents and the Second Lien Loan Documents provide, among other
things, that the parties thereto shall set forth in this Agreement their respective rights and
remedies with respect to the Collateral; and



          WHEREAS, in order to induce the First Lien Collateral Agent and the First Lien Secured Parties
to consent to the Loan Parties incurring the Second Lien Obligations and to induce the First Lien
Secured Parties to extend credit and other financial accommodations and lend monies to or for the
benefit of the Borrowers or any other Loan Party, the Second Lien Collateral Agent on behalf of the
Second Lien Secured Parties has agreed to the subordination (including the intercreditor and other)
provisions set forth in this Agreement.



          NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein
set forth and for other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



          SECTION 1. Definitions.



          1.1 Defined Terms. As used in the Agreement, the following terms shall have the
following meanings:



          “Additional First Lien Agreement” means any agreement approved for designation as such by the
First Lien Administrative Agent in accordance with the terms hereof or otherwise with the consent
of the Second Lien Administrative Agent provided that the administrative agent or another
representative under such agreement executes an acknowledgment in the form of Exhibit A hereto.



          “Additional Second Lien Agreement” means any agreement approved for designation as such by the
First Lien Administrative Agent and the Second Lien Administrative Agent provided that the
administrative agent or another representative under such agreement executes an acknowledgment in
the form of Exhibit A hereto.



          “Affiliate” shall mean, when used with respect to a specified Person, another person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the person specified.



          “Agreement” means this Agreement, as amended, renewed, extended, supplemented or otherwise
modified from time to time in accordance with the terms hereof.



P-2









 





          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.



          “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state, territory or
foreign law for the relief of debtors.



          “Business Day” has the meaning ascribed to such term in the First Lien Credit Agreement.



          “Collateral” means all of the assets and property of any Loan Party, whether real, personal or
mixed, constituting both First Lien Collateral and Second Lien Collateral.



          “Comparable Second Lien Security Document” means, in relation to any Collateral subject to any
Lien created under any First Lien Security Document, that Second Lien Security Document which
creates a Lien on the same Collateral, granted by the same Loan Party.



          “Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.



          “DIP Financing” has the meaning set forth in Section 6.1.



          “Discharge of First Lien Obligations” means, except to the extent otherwise provided in
Section 5.6, (a) payment in full in cash of the principal of and interest (including
interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the
rate set forth in the First Lien Credit Agreement, whether or not such interest would be allowed in
such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding
under the First Lien Loan Documents, (b) payment in full in cash of all other First Lien
Obligations that are due and payable or otherwise accrued and owing at or prior to the time such
principal and interest are paid (including monetary obligations incurred during the pendency of any
Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such
proceeding), (c) termination, cancellation or cash collateralization (in accordance with
Section 2.06(j) of the First Lien Credit Agreement) of all letters of credit issued under
the First Lien Loan Documents and (d) termination of all other commitments of the First Lien
Secured Parties under the First Lien Loan Documents.



          “Disposition” has the meaning set forth in Section 5.1.



          “First Lien Administrative Agent” means the “Administrative Agent” under and as defined in the
First Lien Credit Agreement and shall also include any Person identified as an “Administrative
Agent” under any other First Lien Loan Document.



          “First Lien Collateral” means all of the assets and property of any Loan Party, whether real,
personal or mixed, with respect to which a Lien is granted or purported to be granted as security
for any First Lien Obligations.



P-3









 





          “First Lien Collateral Agent” has the meaning set forth in the preamble hereto and shall also
include any Person identified as “Collateral Agent” under any other First Lien Loan Document.



          “First Lien Credit Agreement” has the meaning set forth in the recitals hereto.



          “First Lien Lenders” means the “Lenders” under and as defined in the First Lien Credit
Agreement.



          “First Lien Loan Documents” means the collective reference to (i) the First Lien Credit
Agreement, (b) any Additional First Lien Agreements and (c) any other credit agreement, loan
agreement, note agreement, promissory notes, indenture or other agreement or instrument evidencing
or governing the terms of any indebtedness or other financial accommodation that has been incurred
to extend, increase, replace, refinance or refund in whole or in part the indebtedness and other
obligations outstanding under the First Lien Credit Agreement, any Additional First Lien Agreement
or any other agreement or instrument referred to in this clause (c) unless such agreement or
instrument expressly provides that it is not intended to be and is not a First Lien Loan Document
hereunder (a “Replacement First Lien Agreement”). Any reference to the First Lien Loan Documents
hereunder shall be deemed a references to any First Lien Loan Documents then extant.



          “First Lien Loans” means “Loans” under and as defined in the First Lien Credit Agreement.



          “First Lien Mortgages” means, if any, a collective reference to each mortgage, deed of trust
and any other document or instrument under which any Lien on real property owned or leased by any
Loan Party is granted to secure any First Lien Obligations or under which rights or remedies with
respect to any such Liens are governed.



          “First Lien Obligations” means (a) the unpaid principal of and interest on (including interest
accruing after the maturity of the First Lien Loans made to Borrowers or any other Loan Party and
interest accruing after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to Borrower or any other Loan Party,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the
First Lien Loans made to or LC Disbursements (as defined in the First Lien Credit Agreement) made
pursuant to Letters of Credit (as defined in the First Lien Credit Agreement) issued for the
account of Borrower or any other Loan Party and all other obligations and liabilities of Borrower
and each other Loan Party to any First Lien Secured Party or the Issuing Bank (as defined in the
First Lien Credit Agreement), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of or in connection with the
First Lien Credit Agreement, any other First Lien Loan Document or any other document made,
delivered or given in connection therewith, whether on account of principal, interest, fees,
indemnities, costs or expenses (including, without limitation, all reasonable fees, charges and
disbursements of counsel to the extent reimbursable pursuant to the First Lien Loan Documents) or
otherwise, (b) the due and punctual payment and performance of all obligations of Borrowers and the
other Loan Parties under each Hedging Agreement entered into with a Qualified Counterparty (as
defined in the First Lien Credit Agreement) and (c) the



P-4









 




due and punctual payment and performance of all obligations in respect of overdrafts and
related liabilities owed to any First Lien Lender, any Affiliate of a First Lien Lender, the First
Lien Administrative Agent or the First Lien Collateral Agent arising from treasury, depositary and
cash management services or in connection with any automated clearinghouse transfer of funds.




          “First Lien Secured Parties” means, the First Lien Administrative Agent, the First Lien
Collateral Agent, the First Lien Secured Parties and any other holders of First Lien Obligations.



          “First Lien Security Documents” means the Security Documents (as defined in the First Lien
Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is
granted or purported to be granted securing any First Lien Obligations or under which rights or
remedies with respect to such Liens are governed.



          “Guarantor Subsidiaries” has the meaning set forth in the recitals hereto.



          “Hedging Agreements” has the meaning ascribed to such term in the First Lien Credit Agreement.



          “Holdco” has the meaning set forth in the recitals hereto.



          “Indebtedness” means and includes all obligations that constitute “Indebtedness” within the
meaning of the First Lien Credit Agreement or the Second Lien Credit Agreement.



          “Insolvency or Liquidation Proceeding” shall mean, with respect to any person, any
(a) insolvency, bankruptcy, receivership, reorganization, readjustment, composition or other
similar proceeding relating to such person or its property or creditors in such capacity,
(b) proceeding for any liquidation, dissolution or other winding up of such person, voluntary or
involuntary, whether or not involving insolvency or proceedings under the Bankruptcy Code, whether
partial or complete and whether by operation of law or otherwise, (c) assignment for the benefit of
creditors of such person or (d) other marshalling of the assets of such person.



          “Lien” has the meaning ascribed to such term in the First Lien Credit Agreement.



          “Loan Parties” means the Borrowers, Holdco and each of the Guarantor Subsidiaries that have
executed and delivered, or may from time to time hereafter execute and deliver, a First Lien
Security Document or a Second Lien Security Document.



          “Maximum First Lien Credit Agreement Amount” means in connection with any amendment,
supplement, modification or Refinancing of the First Lien Credit Agreement, the sum of (w)
$1,005,000,000 plus (x) any premium, interest, fees, expenses and other amounts payable
under the First Lien Credit Agreement in connection therewith, plus (y) any reasonable
costs and expenses (including original issue discount and underwriting discounts) incurred in
connection with such amendment, supplement, modification or Refinancing, minus (z) the
aggregate amount of all mandatory prepayments of First Lien Loans made pursuant to Section
2.05(c)(ii) of the First Lien Credit Agreement.



P-5









 





          “New Agent” has the meaning set forth in Section 5.6.



          “Person” has the meaning ascribed to such term in the First Lien Credit Agreement.



          “Pledged Collateral” has the meaning set forth in Section 5.5 hereof.



          “Purchase Event” has the meaning set forth in Section 5.7 hereof.



          “Recovery” has the meaning set forth in Section 6.5 hereof.



          “Refinance” means, in respect of any Indebtedness, to refinance, increase, extend, renew,
defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other
Indebtedness, in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing”
shall have correlative meanings.



          “Second Lien Administrative Agent” means the “Administrative Agent” under and as defined in
the Second Lien Credit Agreement and shall also include any Person identified as “Administrative
Agent” under any other Second Lien Loan Document.



          “Second Lien Collateral” means all of the assets and property of any Loan Party, whether real,
personal or mixed, with respect to which a Lien is granted or purported to be granted as security
for any Second Lien Obligations.



          “Second Lien Collateral Agent” has the meaning set forth in the preamble hereof and shall also
include any Person identified as “Collateral Agent” under any other Second Lien Loan Document.



          “Second Lien Credit Agreement” has the meaning set forth in the recitals hereto.



          “Second Lien Lenders” means the “Lenders” under and as defined in the Second Lien Credit
Agreement.



          “Second Lien Loan Documents” means the collective reference to (i) the Second Lien Credit
Agreement, (b) any Additional Second Lien Agreements and (c) any other credit agreement, loan
agreement, note agreement, promissory notes, indenture or other agreement or instrument evidencing
or governing the terms of any indebtedness or other financial accommodation that has been incurred
to extend, increase, replace, refinance or refund in whole or in part the indebtedness and other
obligations outstanding under the Second Lien Credit Agreement, any Additional Second Lien
Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement
or instrument expressly provides that it is not intended to be and is not a Second Lien Loan
Document hereunder (a “Replacement Second Lien Agreement”). Any reference to the Second Lien Loan
Documents hereunder shall be deemed a references to any Second Lien Loan Documents then extant.



          “Second Lien Loans” means “Loans” under and as defined in the Second Lien Credit Agreement.



P-6









 





          “Second Lien Mortgages” means, if any, a collective reference to each mortgage, deed of trust
and any other document or instrument under which any Lien on real property owned or leased by any
Loan Party is granted to secure any Second Lien Obligations or under which rights or remedies with
respect to any such Liens are governed.



          “Second Lien Obligations” means the unpaid principal of and interest on (including interest
accruing after the maturity of the Second Lien Loans made to Borrowers or any other Loan Party and
interest accruing after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to Borrowers or any other Loan Party,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the
Second Lien Loans made to Borrowers or any other Loan Party and all other obligations and
liabilities of Borrowers and each other Loan Party to any Second Lien Secured Party, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of or in connection with the Second Lien Credit Agreement, any other
Second Lien Loan Document or any other document made, delivered or given in connection therewith,
whether on account of principal, interest, fees, indemnities, costs or expenses (including, without
limitation, all reasonable fees, charges and disbursements of counsel to the extent reimbursable
pursuant to the Second Lien Loan Documents) or otherwise.



          “Second Lien Secured Parties” means, at any relevant time, the holders of Second Lien
Obligations at such time, including without limitation the Second Lien Lenders and the agents under
the Second Lien Credit Agreement.



          “Second Lien Security Documents” means the Security Documents (as defined in the Second Lien
Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is
granted securing any Second Lien Obligations or under which rights or remedies with respect to such
Liens are governed.



          “Standstill Period” shall have the meaning set forth in Section 3.1 hereof.



          “Subsidiary” shall have the meaning ascribed to such term in the First Lien Credit Agreement.



          “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or
equivalent legislation) as in effect in any applicable jurisdiction.



          1.2 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and



P-7









 




assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Sections shall be construed to refer to Sections of this Agreement,
(e) any reference to any law or regulation herein shall refer to such law or regulation as amended,
modified or supplemented from time to time and (f) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




          SECTION 2. Lien Priorities.



          2.1 Relative Priorities. Notwithstanding the date, manner or order of grant,
attachment or perfection of any Liens securing the Second Lien Obligations granted on the
Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and
notwithstanding any provision of the UCC, or any applicable law or the Second Lien Loan Documents
or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of itself and the
Second Lien Secured Parties, hereby agrees that: (a) any Lien on the Collateral securing any First
Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any
First Lien Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by
judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior
in all respects and prior to any Lien on the Collateral securing any of the Second Lien
Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation
of law, subrogation or otherwise; and (b) any Lien on the Collateral now or hereafter held by or on
behalf of the Second Lien Collateral Agent, any Second Lien Secured Parties or any agent or trustee
therefor regardless of how acquired, whether by judgment, grant, possession, statute, operation of
law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the
Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First
Lien Obligations shall be and remain senior in all respects and prior to all Liens on the
Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens
securing any First Lien Obligations are subordinated to any Lien securing any other obligation of
the Borrowers, any other Loan Party or any other Person. The Second Lien Collateral Agent for
itself and on behalf of the Second Lien Secured Parties expressly agrees that any Lien purported to
be granted on any Collateral as security for the First Lien Obligations shall be and remain senior
in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for
all purposes regardless of whether the Lien purported to be granted is found to be improperly
granted, improperly perfected, a fraudulent conveyance or legally or otherwise deficient in any
manner.



          2.2 Prohibition on Contesting Liens. Each of the Second Lien Collateral Agent, for
itself and on behalf of each of the Second Lien Secured Parties, and the First Lien Collateral
Agent, for itself and on behalf of each of the First Lien Secured Parties, agrees that it shall not
(and hereby waives any right to) contest or support any other Person in contesting, in any
proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or
enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in the First
Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien
Collateral, as the case may be; provided that nothing in this Agreement shall be construed
to prevent or impair the rights of the First Lien Collateral Agent or any First Lien Secured
Parties to



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enforce this Agreement, including the priority of the Liens securing the First Lien
Obligations as provided in Sections 2.1 and 3.1.




          2.3 No New Liens. So long as the Discharge of First Lien Obligations has not
occurred, the parties hereto agree that (i) no Loan Party shall grant or permit any additional
Liens on any asset or property to secure any Second Lien Obligations unless it has granted a Lien
on such asset or property to secure the First Lien Obligations, and (ii) no Loan Party shall grant
or permit any additional Liens on any asset to secure any First Lien Obligations unless it has
granted a Lien on such asset to secure the Second Lien Obligations. To the extent that the
foregoing provisions are not complied with for any reason, without limiting any other rights and
remedies available to the First Lien Collateral Agent and/or the First Lien Secured Parties, the
Second Lien Collateral Agent, on behalf of Second Lien Secured Parties, agrees that any amounts
received by or distributed to any of them pursuant to or as a result of Liens granted in
contravention of this Section 2.3 shall be subject to Section 4.2.



          2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention
that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the
foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of
this Agreement:




     (a) upon request by the First Lien Collateral Agent or the Second Lien Collateral
Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith)
from time to time in order to determine the specific items included in the First Lien
Collateral and the Second Lien Collateral and the steps taken to perfect their respective
Liens thereon and the identity of the respective parties obligated under the First Lien Loan
Documents and the Second Lien Loan Documents; and




     (b) that the documents and agreements creating or evidencing the First Lien Collateral
and the Second Lien Collateral shall be in all material respects the same forms of documents
other than with respect to the first lien and the second lien nature of the obligations
thereunder.



          SECTION 3. Enforcement.



          3.1 Exercise of Remedies. (a) So long as the Discharge of First Lien Obligations has
not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or
against the Borrowers or any other Loan Party: (i) the Second Lien Collateral Agent and the Second
Lien Secured Parties (x) will not exercise or seek to exercise any rights or remedies (including
setoff) with respect to any Collateral (including, without limitation, the exercise of any right
under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or
similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien
Secured Parties is a party or the enforcement of or execution on any judgment Lien) or institute
any action or proceeding with respect to such rights or remedies (including any action of
foreclosure); provided, that the Second Lien Collateral Agent may exercise any or all such
rights (but not rights the exercise of which is otherwise prohibited by this Agreement including,
without limitation, Section 6 hereof) after a period (the “Standstill Period”) of 180
consecutive days has elapsed from the date of delivery of written notice to the First Lien
Collateral



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Agent stating that the existence of any Event of Default as defined under the Second Lien
Credit Agreement has occurred and is continuing thereunder and stating its intention to exercise
its rights to take such actions only so long as (1) no such Event of Default relating to the
payment of interest, principal, fees or other First Lien Obligations shall have occurred and be
continuing and (2) the First Lien Collateral Agent or First Lien Secured Parties have not commenced
(or attempted to commence or given notice of its intent to commence) the exercise of any of their
rights or remedies with respect to the Collateral (including seeking relief from the automatic stay
or any other stay in any Insolvency or Liquidation Proceeding); (y) will not contest, protest or
object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any
First Lien Secured Party or any other exercise by the First Lien Collateral Agent or any First Lien
Secured Party of any rights and remedies relating to the Collateral under the First Lien Loan
Documents or otherwise, or (z) will not object to the forbearance by the First Lien Collateral
Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or
action or any other exercise of any rights or remedies relating to the Collateral, in each case so
long as the respective interests of the Second Lien Secured Parties attach to the proceeds thereof
subject to the relative priorities described in Section 2 hereof and (ii) the First Lien
Collateral Agent and the First Lien Secured Parties shall have the exclusive right to enforce
rights, exercise remedies (including set-off and the right to credit bid debt) and make
determinations regarding the release, disposition, or restrictions with respect to the Collateral
without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien
Secured Party;



provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the
Borrowers or any other Loan Party, the Second Lien Collateral Agent or the Second Lien Secured
Parties may file a proof of claim or statement of interest with respect to the Second Lien
Obligations, (B) the Second Lien Secured Parties shall be entitled to file any necessary responsive
or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims of the Second
Lien Secured Parties, including without limitation any claims secured by the Collateral, if any, in
each case if not otherwise in contravention of the terms of this Agreement, (C) the Second Lien
Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which
assert rights or interests available to unsecured creditors of the Loan Parties arising under
either the Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in
contravention of the terms of this Agreement, (D) the Second Lien Secured Parties shall be entitled
to file any proof of claim and other filings and make any arguments and motions in order to
preserve or protect its Liens on the Collateral that are, in each case, not otherwise in
contravention of the terms of this Agreement, with respect to the Second Lien Obligations and the
Collateral and (E) the Second Lien Collateral Agent or any Second Lien Secured Party may exercise
any of its rights or remedies with respect to the Collateral after the termination of the
Standstill Period to the extent permitted by clause (i)(x) above.




          In exercising rights and remedies with respect to the Collateral, the First Lien Collateral
Agent and the First Lien Secured Parties may enforce the provisions of the First Lien Loan
Documents and exercise remedies thereunder, all in such order and in such manner as they may
determine in the exercise of their sole discretion. Such exercise and enforcement shall include
the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon
foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the



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rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable
jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.




          (b) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties,
agrees that, it will not take or receive any Collateral or any proceeds of Collateral in connection
with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless
and until the Discharge of First Lien Obligations has occurred. Without limiting the generality of
the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as
expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the
Second Lien Collateral Agent and the Second Lien Secured Parties with respect to the Collateral is
to hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and
to the extent granted therein and to receive a share of the proceeds thereof, if any, after the
Discharge of First Lien Obligations has occurred in accordance with the terms of the Second Lien
Loan Documents and applicable law.



          (c) (i) The Second Lien Collateral Agent, except as permitted by Section 3.1(a)(i)(x),
for itself and on behalf of the Second Lien Secured Parties, agrees that the Second Lien Collateral
Agent and the Second Lien Secured Parties will not take any action that would hinder any exercise
of remedies under the First Lien Loan Documents, including any sale, lease, exchange, transfer or
other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Second Lien
Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, hereby waives any
and all rights it or the Second Lien Secured Parties may have as a junior lien creditor or
otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien
Secured Parties seek to enforce or collect the First Lien Obligations or the Liens granted in any
of the Collateral, regardless of whether any action or failure to act by or on behalf of the First
Lien Collateral Agent or First Lien Secured Parties is adverse to the interests of the Second Lien
Secured Parties.



          (d) The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant,
agreement or restriction contained in the Second Lien Security Documents or any other Second Lien
Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien
Collateral Agent or the First Lien Secured Parties with respect to the Collateral as set forth in
this Agreement and the First Lien Loan Documents.



          3.2 Cooperation. Prior to the expiration of the Standstill Period, the Second Lien
Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that, unless and
until the Discharge of First Lien Obligations has occurred, it will not commence, or join with any
Person in commencing, any enforcement, collection, involuntary petition, execution, levy or
foreclosure action or proceeding (including, without limitation, any Insolvency or Liquidation
Proceeding) with respect to any Lien held by it under the Second Lien Security Documents or any
other Second Lien Loan Document or otherwise.



          3.3 Actions Upon Breach.




     (a) If any Second Lien Secured Party, contrary to this Agreement, commences or
participates in any action or proceeding against Company, any other Grantor or the
Collateral, the First Lien Collateral Agent may interpose in the name of the First Lien



P-11









 






Secured Parties or in the name of Company or such Grantor the making of this Agreement as
a defense or dilatory plea.




     (b) Should any Second Lien Secured Party, contrary to this Agreement, in any way take,
or attempt or threaten to take, any action with respect to the Collateral (including,
without limitation, any attempt to realize upon or enforce any remedy with respect to this
Agreement), or fail to take any action required by this Agreement, the First Lien Collateral
Agent (in its own name or in the name of a Guarantor) may obtain relief against such Second
Lien Secured Party by injunction, specific performance and/or other appropriate equitable
relief, it being understood and agreed by the Second Lien Collateral Agent on behalf of each
Second Lien Secured Party that (i) the First Lien Secured Parties’ damages from such actions
may be difficult to ascertain and may be irreparable, and (ii) the Second Lien Collateral
Agent on behalf of each Second Lien Secured Party waives any defense that the First Lien
Secured Parties cannot demonstrate damage or be made whole by the awarding of damages.



          SECTION 4. Payments.



          4.1 Application of Proceeds. So long as the Discharge of First Lien Obligations has
not occurred, any proceeds of Collateral received in connection with the sale or other disposition
of, or collection on, such Collateral upon the exercise of remedies, shall be paid to the First
Lien Collateral Agent for application to the First Lien Obligations in such order as specified in
the relevant First Lien Loan Documents. Upon the Discharge of First Lien Obligations, the First
Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any proceeds of Collateral
held by it in the same form as received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct to be applied by the Second Lien Collateral Agent to the Second
Lien Obligations in such order as specified in the Second Lien Loan Documents.



          4.2 Payments Turnover. So long as the Discharge of First Lien Obligations has not
occurred, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens
referred to in the final sentence of Section 2.3) received by the Second Lien Collateral
Agent or any Second Lien Secured Parties at a time prior to the Discharge of the First Lien
Obligations shall be segregated and held in trust and forthwith paid over to the First Lien
Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received,
with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The
First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the
Second Lien Collateral Agent or any such Second Lien Secured Parties. This authorization is
coupled with an interest and is irrevocable until such time as this Agreement is terminated in
accordance with its terms.



          SECTION 5. Other Agreements.



          5.1 Releases.



          (a) If in connection with:



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     (i) the exercise of any of First Lien Collateral Agent’s remedies in respect of
the Collateral provided for in Section 3.1, including any sale, lease,
exchange, transfer or other disposition of any such Collateral (whether or not after
the commencement of an Insolvency or Liquidation Proceeding);




     (ii) any sale, lease, exchange, transfer or other disposition (collectively, a
“Disposition”) of any Collateral permitted under the terms of the First Lien Loan
Documents (whether or not an Event of Default thereunder, and as defined therein,
has occurred and is continuing); or




     (iii) any agreement between the First Lien Collateral Agent and the Borrowers
or any other Loan Party to release the First Lien Collateral Agent’s Lien on any
portion of the Collateral or to release any Loan Party from its obligations under
its guaranty of the First Lien Obligations (but only to the extent that a
Disposition of the Collateral subject to the release would not have been prohibited
under Section 6.05 of the Second Lien Credit Agreement (whether or not such
release was in connection with a Disposition));


the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties,
releases any of its Liens on any part of the Collateral, or releases any Loan Party from its
obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second
Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such
Collateral, and the obligations of such Loan Party under its guaranty of the Second Lien
Obligations, shall be automatically, unconditionally and simultaneously released and the Second
Lien Collateral Agent, for itself or on behalf of any such Second Lien Secured Parties, promptly
shall execute and deliver to the First Lien Collateral Agent such termination statements, releases
and other documents as the First Lien Collateral Agent may request to effectively confirm such
release; provided, however, that the Second Lien Release shall not occur without
the consent of the Second Lien Collateral Agent in the case of an Exercise of Remedies, as to any
Collateral the net proceeds of the disposition of which will not be applied to (A) repay (and, to
the extent applicable, to reduce permanently commitments with respect to) the First Lien
Obligations or (B) otherwise preserve the value of the Collateral or prevent liquidation thereof.




          (b) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent,
for itself and on behalf of the Second Lien Secured Parties, hereby irrevocably constitutes and
appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral
Agent, with full power of substitution, as its true and lawful attorney-in-fact, coupled with an
interest, with full irrevocable power and authority in the place and stead of the Second Lien
Collateral Agent or such holder or in the First Lien Collateral Agent’s own name, from time to time
in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this
Section 5.1, to take any and all appropriate action and to execute any and all documents
and instruments which may be necessary or desirable to accomplish the purposes of this Section
5.1, including any endorsements or other instruments of transfer or release.



          (c) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien
Secured Parties (i) have released any Lien on Collateral and any such Lien is later



P-13









 




reinstated or (ii) obtain any new first priority liens, then the Second Lien Secured Parties
shall be at the time of such reinstatement granted a second priority lien on any such Collateral.




          5.2 Insurance; Condemnation. Unless and until the Discharge of First Lien Obligations
has occurred, the First Lien Collateral Agent and the First Lien Secured Parties shall have the
sole and exclusive right, subject to the rights of the Loan Parties under the First Lien Loan
Documents, to adjust settlement for any insurance policy covering the Collateral in the event of
any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or
any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of
First Lien Obligations has occurred, and subject to the rights of the Loan Parties under the First
Lien Loan Documents, all proceeds of any such policy and any such award (or any payments with
respect to a deed in lieu of condemnation) if in respect to the Collateral shall be paid to the
First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms
of the First Lien Loan Documents (including, without limitation, for purposes of cash
collateralization of commitments, letters of credit and Hedging Agreements) and thereafter, to the
extent no First Lien Obligations are outstanding, to the Second Lien Collateral Agent for the
benefit of the Second Lien Secured Parties to the extent required under the Second Lien Security
Documents and then, to the extent no Second Lien Obligations are outstanding, to the owner of the
subject property, such other Person as may be entitled thereto or as a court of competent
jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if
the Second Lien Collateral Agent or any Second Lien Secured Party shall, at any time, receive any
proceeds of any such insurance policy or any such award or payment in contravention of this
Agreement, it shall pay such proceeds over to the First Lien Collateral Agent in accordance with
the terms of Section 4.2 of this Agreement.



          5.3 Amendments to First Lien Loan Documents and Second Lien Loan Documents.



          (a) The First Lien Loan Documents may be amended, supplemented or otherwise modified in
accordance with their terms and the First Lien Credit Agreement may be Refinanced in each case,
without the consent of the Second Lien Collateral Agent or the Second Lien Lenders;
provided, that any such amendment, supplement, modification or Refinancing shall not result
in the sum of (A) the aggregate principal amount of Indebtedness outstanding under the First Lien
Loan Documents (as so amended, supplemented, modified or Refinanced) plus (B) the undrawn
portion of the revolving commitments under the First Lien Loan Documents (as so amended,
supplemented, modified or Refinanced) exceeding the Maximum First Lien Credit Agreement Amount.



          (b) Prior to the Discharge of First Lien Obligations, no Second Lien Loan Document may be
amended, supplemented or otherwise modified or entered into or any payment made consistent with an
amendment thereof or change thereto without the prior written consent of the First Lien Collateral
Agent (except pursuant to Section 5.3(d) or (e)) if the effect of such amendment or change
is to (i) shorten the weighted average life to maturity thereunder, (ii) change any event of
default or condition to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto) or add any event of default,
(iii) change any financial maintenance covenant therein in a manner that would not preserve or
improve, on equivalent economic terms, the absolute or percentage



P-14









 




difference (whichever is greater) that exists on the date hereof between such numerical threshold or
limitation in the First Lien Credit Agreement and the corresponding threshold or limitation in the
Second Lien Credit Agreement or add any new financial maintenance covenant, (iv) change the
prepayment provisions of the Second Lien Credit Agreement in a manner materially adverse to the
Loan Parties (other than changes that do not shorten the maturity of Second Lien Loans to a date
earlier than the maturity of the First Lien Loans) or add any mandatory prepayments thereto, or
(v) make any other amendment thereof or change thereto, if the effect of such amendment or change
with all other amendments or changes made, is to increase materially the obligations of the Loan
Parties thereunder or to confer any additional rights on the Second Lien Lenders (or a
representative on their behalf) that would be materially adverse to the Loan Parties under the
First Lien Credit Agreement or any First Lien Lender. Without prejudice to any rights of the First
Lien Lenders under the First Lien Credit Agreement, Indebtedness under the Second Lien Loan
Documents may be Refinanced if the terms and conditions of such Refinancing Indebtedness (A) comply
with the terms of the First Lien Credit Agreement (including the definition of “Refinancing
Indebtedness” thereunder and Section 6.01(a) thereof) and (B) would be permitted as amendments to
the Second Lien Loan Documents pursuant to the first sentence of this Section 5.3(b).




          (c) Without limiting the foregoing clauses (a) and (b) of this Section 5.3, until the
date upon which the Discharge of First Lien Obligations shall have occurred, without the prior
written consent of the First Lien Collateral Agent, no Second Lien Collateral Document may be
amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Second Lien Credit Agreement or Second Lien
Collateral Document, would contravene any of the terms of this Agreement.



          (d) The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, agrees
that each Second Lien Security Document shall include the following language (or language to
similar effect):




“Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Second Lien Collateral Agent pursuant to this Agreement and the
exercise of any right or remedy by the Second Lien Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreement, dated as of [ ], 2006 (as
amended, restated, supplemented or otherwise modified, replaced or refinanced from
time to time, the “Intercreditor Agreement”), initially among Citibank, N.A., as
First Lien Collateral Agent, Citibank, N.A., as Second Lien Collateral Agent, and
certain other persons party or that may become party thereto from time to time. In
the event of any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and control.”


In addition, the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, agrees
that each Second Lien Mortgage, if any, covering any Collateral shall contain language appropriate
to reflect the subordination of such Second Lien Mortgage to the First Lien Security Document
covering such Collateral.




P-15









 








          (e) In the event the First Lien Collateral Agent or any First Lien Secured Party and the
relevant Loan Party enter into any amendment, waiver or consent in respect of any of the First Lien
Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any
departures from any provisions of, any First Lien Security Document or changing in any manner the
rights of the First Lien Collateral Agent, such First Lien Secured Party, the Borrowers or any
other Loan Party thereunder, then such amendment, waiver or consent shall apply automatically to
any comparable provision of the Second Lien Credit Agreement and the Comparable Second Lien
Security Documents without the consent of the Second Lien Collateral Agent or the Second Lien
Secured Parties and without any action by the Second Lien Collateral Agent, the Borrowers or any
other Loan Party with such amendments, waivers and modifications subject to the terms hereof,
provided, that no such amendment, waiver or consent shall have the effect of (i) removing
assets subject to the Lien of the Second Lien Security Documents, except to the extent that a
release of such Lien is permitted by Section 5.1 of this Agreement and provided that there
is a corresponding release of the Lien securing the First Lien Obligations, (ii) imposing duties on
the Second Lien Collateral Agent without its consent or (iii) permitting other Liens on the
Collateral not permitted under the terms of the Second Lien Loan Documents or Section 6
hereof. Notice of such amendment, waiver or consent shall be given to the Second Lien Collateral
Agent within ten (10) Business Days after the effective date of such amendment, waiver or consent,
but the failure to provide such notice shall not affect the validity of such amendment, waiver or
consent.



          5.4 Rights As Unsecured Creditors. Except as otherwise set forth in Section
2.1, Section 3.1 and Section 6 of this Agreement, the Second Lien Collateral
Agent and the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors
against any Loan Party in accordance with the terms of the Second Lien Loan Documents and
applicable law. Except as otherwise set forth in Section 2.1, Section 3.1 and
Section 6 of this Agreement, but subject to the terms of the First Lien Credit Agreement
(including, without limitation, Sections 6.15 and 6.16 thereof), nothing in this
Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Secured
Party of any required payments of interest and principal so long as such receipt is not the direct
or indirect result of the exercise by the Second Lien Collateral Agent or any Second Lien Secured
Party of rights or remedies as a secured creditor (including set-off) or enforcement in
contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs
or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First
Lien Secured Party may have with respect to the Collateral.



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          5.5 Bailee for Perfection.



          (a) The First Lien Collateral Agent agrees to hold that part of the Collateral that is in its
possession or control (or in the possession or control of its agents or bailees), to the extent
that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code (such
Collateral being the “Pledged Collateral”) for the benefit of and on behalf of the First Lien
Secured Parties, the Second Lien Collateral Agent and the Second Lien Secured Parties and any
assignee solely for the purpose of perfecting the security interest granted under the First Lien
Loan Documents and the Second Lien Loan Documents, subject to the terms and conditions of this
Section 5.5.



          (b) Subject to the terms of this Agreement, until the Discharge of First Lien Obligations has
occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in
accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien
Collateral Agent under the Second Lien Security Documents did not exist. The rights of the Second
Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First
Lien Collateral Agent’s rights under the First Lien Loan Documents.



          (c) The First Lien Collateral Agent shall have no obligation whatsoever to the First Lien
Secured Parties and the Second Lien Collateral Agent or any Second Lien Secured Party to ensure
that the Pledged Collateral is genuine or owned by any of the Loan Parties or to preserve rights or
benefits of any Person except as expressly set forth in this Section 5.5. The duties or
responsibilities of the First Lien Collateral Agent under this Section 5.5 shall be limited
solely to holding the Pledged Collateral for the benefit of and on behalf of the First Lien Secured
Parties and the Second Lien Collateral Agent and any permitted assignee in accordance with this
Section 5.5.



          (d) The First Lien Collateral Agent acting pursuant to this Section 5.5 shall not have
by reason of the First Lien Security Documents, the Second Lien Security Documents, this Agreement
or any other document or theory a fiduciary relationship in respect of the First Lien Secured
Parties, the Second Lien Collateral Agent or any Second Lien Secured Party.



          (e) Upon the Discharge of First Lien Obligations under the First Lien Loan Documents to which
the First Lien Collateral Agent is a party, the First Lien Collateral Agent shall deliver the
remaining Pledged Collateral (if any) together with any necessary endorsements, (i) to the Second
Lien Collateral Agent if Second Lien Obligations remain outstanding, and (ii) to the Borrowers (or
the applicable pledgor) if no First Lien Obligations or Second Lien Obligations remain outstanding
(in each case, so as to allow such Person to obtain control of such Pledged Collateral). The First
Lien Collateral Agent further agrees to take all other action reasonably requested by such Person
in connection with such Person obtaining a first-priority interest in the Collateral or as a court
of competent jurisdiction may otherwise direct. Notwithstanding the first in time filing of the
First Lien Collateral Agent’s Liens upon the Pledged Collateral and notwithstanding anything in
Section 7.3 to the contrary, after the Discharge of First Lien Obligations the First Lien
Collateral Agent agrees that the Second Lien Collateral Agent’s Liens upon the Pledged Collateral
shall rank pari passu with the First Lien Collateral Agent’s Liens on the Pledged Collateral to the
extent the First Lien Collateral Agent’s Liens remain in effect to secure any First Lien
Obligations (such as Hedging Agreements) still in effect after the



P-17









 




Discharge of First Lien Obligations. After the Discharge of First Lien Obligations, subject to
Section 5.6, any remaining First Lien Obligations (such as Hedging Agreements) shall not be
entitled to any benefits under this Agreement other than the right to be secured on a pari passu
basis with the Second Lien Obligations on terms no more disadvantageous than those of any other
Second Lien Obligations.




          5.6 When Discharge of First Lien Obligations Deemed to Not Have Occurred. If at any
time in connection with or after the Discharge of First Lien Obligations the Borrowers enter into
any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation, then such
Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all
purposes of this Agreement, the First Lien Loan Documents and the Second Lien Loan Documents, and
the obligations under such Refinancing shall automatically be treated as First Lien Obligations for
all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect
of Collateral set forth herein, the related documents shall be treated as First Lien Loan Documents
for all purposes of this Agreement and the first lien collateral agent under such Refinanced First
Lien Loan Documents shall be a First Lien Collateral Agent for all purposes of this Agreement.
Upon receipt of a notice stating that the Borrowers have entered into a new First Lien Loan
Document (which notice shall include the identity of the new collateral agent, such agent, the “New
Agent”), the Second Lien Collateral Agent shall promptly (a) enter into such documents and
agreements (including amendments or supplements to this Agreement) as the Borrowers or such New
Agent shall reasonably request in order to confirm to the New Agent the rights contemplated hereby,
in each case consistent in all material respects with the terms of this Agreement and (b) deliver
to the New Agent the Pledged Collateral together with any necessary endorsements (or otherwise
allow the New Agent to obtain control of such Pledged Collateral). If the new First Lien
Obligations under the new First Lien Loan Documents are secured by assets of the Loan Parties of
the type constituting Collateral that do not also secure the Second Lien Obligations, then the
Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to
the same extent provided in the Second Lien Security Documents.



          5.7 Purchase Right. Without prejudice to the enforcement of the First Lien Secured
Parties’ remedies, the First Lien Secured Parties agree that at any time during the 30-day period
following written notice from the Agent of any of the following: (a) an acceleration of the First
Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment
default under the First Lien Credit Agreement that has not been cured or waived by the First Lien
Secured Parties within 30 days of the occurrence thereof or (c) the commencement of an Insolvency
or Liquidation Proceeding (each, a “Purchase Event”), one or more of the Second Lien Secured
Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Secured
Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding
First Lien Obligations outstanding at the time of purchase at par, without warranty or
representation or recourse, on a pro rata basis across the First Lien Secured Parties. If such
right is exercised within the aforementioned 30-day period, the parties shall endeavor to close
promptly thereafter but in any event within ten (10) Business Days of the request. If the Second
Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually
acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the
Second Lien Secured Parties do not accept such offer after the occurrence of the first such



P-18









 




Purchase Event or fail to close within the period specified above, the First Lien Secured
Parties shall have no further obligations pursuant to this Section 5.7 and may take any
further actions in their sole discretion in accordance with the First Lien Loan Documents and this
Agreement.




          SECTION 6. Insolvency or Liquidation Proceedings.



          6.1 Finance and Sale Issues. Until the Discharge of First Lien Obligations has
occurred, if the Borrowers or any other Loan Party shall be subject to any Insolvency or
Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit the use of cash
collateral on which the First Lien Collateral Agent or any other creditor has a Lien or to permit
the Borrowers or any other Loan Party to obtain financing, whether from the First Lien Secured
Parties or any other entity, under Section 363 or Section 364 of Title 11 of the United States Code
or any similar Bankruptcy Law (each, a “DIP Financing”), the Second Lien Collateral Agent, on
behalf of itself and the Second Lien Secured Parties, agrees that it will raise no objection to
such use of cash collateral or DIP Financing and will not request adequate protection or any other
relief in connection therewith (except as expressly agreed by the First Lien Collateral Agent or to
the extent permitted by Section 6.3) and, to the extent the Liens securing the First Lien
Obligations are subordinated to or pari passu with such DIP Financing or have been refinanced in
connection with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in
the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) so
long as the aggregate principal amount (excluding any principal capitalized or refinanced)
outstanding under the DIP Financing, together with the aggregate principal amount of other First
Lien Obligations, does not exceed $1,130,000,000. The Second Lien Collateral Agent on behalf of
the Second Lien Secured Parties, agrees that it will raise no objection nor oppose a sale or other
disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the
Bankruptcy Code if the First Lien Secured Parties have consented to such sale or disposition of
such assets and the Second Lien Collateral Agent and each other Second Lien Secured Party will be
deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale
supported by the First Lien Secured Parties and to have released their Liens in such assets, so
long as the net proceeds thereof (other than amounts required by the Borrower to operate its
business) are applied to permanently repay the First Lien Priority Obligations in accordance with
the priorities set forth in Section 4.1 hereof. Notwithstanding anything herein to the contrary,
(and without restricting the right of the Second Lien Secured Parties to seek bankruptcy court
authority to advance funds to the Loan Parties on a senior secured basis during an Insolvency or
Liquidation Proceeding in any other circumstance), the Second Lien Lenders or any combination
thereof shall be permitted, without objection by any First Lien Secured Party, to advance funds to
the Loan Parties on a senior secured basis during an Insolvency or Liquidation Proceeding, but not
to exceed 180 days from the commencement thereof, to the extent such funds are reasonably necessary
to preserve the Collateral and the First Lien Lenders are not otherwise prepared to do so.



          6.2 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has
occurred, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured
Parties, agrees that none of them shall seek relief from the automatic stay or any other stay in
any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written
consent of the First Lien Collateral Agent.



P-19









 





          6.3 Adequate Protection. The Second Lien Collateral Agent, on behalf of itself and
the Second Lien Secured Parties, agrees that none of them shall contest (or support any other
person contesting) (a) any request by the First Lien Collateral Agent or the First Lien Secured
Parties for adequate protection, (b) any objection by the First Lien Collateral Agent or the First
Lien Secured Parties to any motion, relief, action or proceeding based on the First Lien Collateral
Agent or the First Lien Secured Parties claiming a lack of adequate protection or (c) the payment
of interest, fees, expenses or other amounts to the First Lien Collateral Agent or any other First
Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise.
Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or
Liquidation Proceeding, (i) if the First Lien Secured Parties (or any subset thereof) are granted
adequate protection in the form of additional collateral and/or superpriority claims in connection
with any DIP Financing or use of cash collateral, then the Second Lien Collateral Agent, on behalf
of itself or any of the Second Lien Secured Parties, may seek or request adequate protection in the
form of (x) a Lien on such additional collateral, which Lien will be subordinated to the Liens
securing the First Lien Obligations and such DIP Financing (and all obligations relating thereto)
on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to
the First Lien Obligations under this Agreement and (y) superpriority claims junior in all respects
to the superpriority claims granted to the First Lien Secured Parties, provided,
however, that the Second Lien Collateral Agent shall have irrevocably agreed, pursuant to
Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Lien Secured Parties,
in any stipulation and/or order granting such adequate protection, that such junior superpriority
claims may be paid under any plan of reorganization in any combination of cash, debt, equity or
other property having a value on the effective date of such plan equal to the allowed amount of
such claims and (ii) not in limitation of Section 6.1, in the event the Second Lien
Collateral Agent, on behalf of itself and the Second Lien Secured Parties, seeks or requests
adequate protection in respect of Second Lien Obligations and such adequate protection is granted
in the form of additional collateral, then the Second Lien Collateral Agent, on behalf of itself
and the Second Lien Secured Parties, agrees that the First Lien Collateral Agent shall also be
granted a senior Lien on such additional collateral as security for the First Lien Obligations and
for any such DIP Financing provided by the First Lien Secured Parties and that any Lien on such
additional collateral securing the Second Lien Obligations shall be subordinated to the Liens on
such collateral securing the First Lien Obligations and any such DIP Financing provided by the
First Lien Secured Parties (and all obligations relating thereto) and to any other Liens granted to
the First Lien Secured Parties as adequate protection on the same basis as the other Liens securing
the Second Lien Obligations are so subordinated to such First Lien Obligations under this
Agreement. In addition, the Second Lien Collateral Agent, on behalf of itself and the Second Lien
Secured Parties, agrees that none of them shall seek or request adequate protection in the form of
current payments of interest in cash in connection with any DIP Financing.



          6.4 No Waiver. Nothing contained herein shall prohibit or in any way limit the First
Lien Collateral Agent or any First Lien Secured Party from objecting in any Insolvency or
Liquidation Proceeding or otherwise to any action taken by the Second Lien Collateral Agent or any
of the Second Lien Secured Parties, including the seeking by the Second Lien Collateral Agent or
any Second Lien Secured Parties of adequate protection or the asserting by the Second Lien
Collateral Agent or any Second Lien Secured Parties of any of its rights and remedies under the
Second Lien Loan Documents or otherwise.



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          6.5 Avoidance Issues. If any First Lien Secured Party is required in any Insolvency
or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrowers
or any other Loan Party any amount (a “Recovery”), then such First Lien Secured Party shall be
entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts.
If this Agreement shall have been terminated prior to such Recovery or any finding of the
invalidity of a Lien of the First Lien Collateral Agent, this Agreement shall be reinstated in full
force and effect, and such prior termination shall not diminish, release, discharge, impair or
otherwise affect the obligations of the parties hereto from such date of reinstatement.



          6.6 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt
obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor
are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan,
both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the
extent the debt obligations distributed on account of the First Lien Obligations and on account of
the Second Lien Obligations are secured by Liens upon the same property, the provisions of this
Agreement will survive the distribution of such debt obligations pursuant to such plan and will
apply with like effect to the Liens securing such debt obligations.



          6.7 Post-Petition Interest.



          (a) Neither the Second Lien Collateral Agent nor any Second Lien Secured Party shall oppose or
seek to challenge any claim by the First Lien Collateral Agent or any First Lien Secured Party for
allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of
post-petition interest, fees or expenses to the extent of the value of the First Lien Secured
Party’s Lien, and to the extent otherwise provided under the First Lien Loan Documents without
regard to the existence of the Lien of the Second Lien Collateral Agent on behalf of the Second
Lien Secured Parties on the Collateral.



          (b) Neither the First Lien Collateral Agent nor any other First Lien Secured Party shall
oppose or seek to challenge any claim by the Second Lien Collateral Agent or any Second Lien
Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations
consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of
the Second Lien Collateral Agent and to the extent otherwise provided under the First Lien Loan
Documents on behalf of the Second Lien Secured Party on the Collateral (after taking into account
the First Lien Collateral). 



          6.8 Waiver. The Second Lien Collateral Agent, for itself and on behalf of the Second
Lien Secured Parties, waives any claim it may hereafter have against any First Lien Secured Party
arising out of the election of any First Lien Secured Party of the application of Section
1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or
out of any grant of a security interest in connection with the Collateral in any Insolvency or
Liquidation Proceeding.



          6.9 Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent,
on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second
Lien Secured Parties’ claims against the Loan Parties in respect of the Collateral constitute
junior claims separate and apart (and of a different class) from the senior claims of the



P-21









 




First Lien Secured Parties against the Loan Parties in respect of the Collateral, (ii) the
First Lien Obligations include all interest that accrues after the commencement of any Insolvency
or Liquidation Proceeding of any Loan Party at the rate provided for in the applicable First Lien
Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or
allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a
“subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the
intent of the parties as provided in the immediately preceding sentence, if it is held that the
claims against the Loan Parties in respect of the Collateral constitute only one secured claim
(rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent,
on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions
pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of
senior and junior secured claims against the Loan Parties in respect of the Collateral (with the
effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this
purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien
Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to
amounts distributed to them in respect of principal, pre-petition interest and other claims, all
amounts owing in respect of post-petition interest at the relevant contract rate (even though such
claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation
Proceeding) before any distribution is made in respect of the claims held by the Second Lien
Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral
Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over
to the holders of the First Lien Obligations all amounts otherwise received or receivable by them
to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has
the effect of reducing the amount of the claim of the Second Lien Secured Parties).




          6.10 Proofs of Claim. Subject to the limitations set forth in this Agreement, the
First Lien Collateral Agent may file proofs of claim and other pleadings and motions with respect
to any First Lien Obligations, any Second Lien Obligations or the Collateral in any Insolvency or
Liquidation Proceeding. If a proper proof of claim has not been filed in the form required in such
Insolvency or Liquidation Proceeding at least ten (10) days prior to the expiration of the time for
filing thereof, the First Lien Collateral Agent shall have the right (but not the duty) to file an
appropriate claim for and on behalf of the Second Lien Secured Parties with respect to any of the
Second Lien Obligations or any of the Collateral. In furtherance of the foregoing, the Second Lien
Collateral Agent hereby appoints the First Lien Collateral Agent as its attorney-in-fact, with full
authority in the place and stead of the Second Lien Collateral Agent and full power of substitution
and in the name of the Second Lien Secured Parties or otherwise, to execute and deliver any
document or instrument that the First Lien Collateral Agent is required or permitted to deliver
pursuant to this Section 6.10, such appointment being coupled with an interest and
irrevocable.



          SECTION 7. Reliance; Waivers; Etc.



          7.1 Reliance. Other than any reliance on the terms of this Agreement, the First Lien
Collateral Agent, on behalf of itself and the First Lien Secured Parties, acknowledges that it and
such First Lien Secured Parties have, independently and without reliance on the Second Lien
Collateral Agent or any Second Lien Secured Party, and based on documents and information deemed by
them appropriate, made their own credit analyses and decisions to enter



P-22









 




into such First Lien Loan Documents and be bound by the terms of this Agreement and they will
continue to make their own credit decision in taking or not taking any action under the First Lien
Credit Agreement or this Agreement. The Second Lien Collateral Agent, on behalf of itself and the
Second Lien Secured Parties, acknowledges that it and the Second Lien Secured Parties have,
independently and without reliance on the First Lien Collateral Agent or any First Lien Secured
Party, and based on documents and information deemed by them appropriate, made their own credit
analysis and decision to enter into each of the Second Lien Loan Documents and be bound by the
terms of this Agreement and they will continue to make their own credit decision in taking or not
taking any action under the Second Lien Loan Documents or this Agreement.




          7.2 No Warranties or Liability. The First Lien Collateral Agent, on behalf of itself
and the First Lien Secured Parties, acknowledges and agrees that each of the Second Lien Collateral
Agent and the Second Lien Secured Parties have made no express or implied representation or
warranty, including with respect to the execution, validity, legality, completeness, collectibility
or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the
perfection or priority of any Liens thereon. The Second Lien Secured Parties will be entitled to
manage and supervise their respective loans and extensions of credit under the Second Lien Loan
Documents in accordance with law and as they may otherwise, in their sole discretion, deem
appropriate. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured
Parties, acknowledges and agrees that the First Lien Collateral Agent and the First Lien Secured
Parties have made no express or implied representation or warranty, including with respect to the
execution, validity, legality, completeness, collectibility or enforceability of any of the First
Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens
thereon. The First Lien Secured Parties will be entitled to manage and supervise their respective
loans and extensions of credit under their respective First Lien Loan Documents in accordance with
law and as they may otherwise, in their sole discretion, deem appropriate.



          7.3 No Waiver of Lien Priorities.



          (a) No right of any First Lien Secured Party or the First Lien Collateral Agent to enforce any
provision of this Agreement or any First Lien Loan Document shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Borrowers or any other Loan
Party or by any act or failure to act by any First Lien Secured Party or the First Lien Collateral
Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any of the First Lien Loan Documents or any of the Second Lien Loan Documents,
regardless of any knowledge thereof which the First Lien Collateral Agent or any First Lien Secured
Parties may have or be otherwise charged with.



          (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Borrowers and the other Loan Parties under the First Lien Loan Documents and subject
to the provisions of Section 5.3(b)), the First Lien Secured Parties, the First Lien
Collateral Agent and any of them may, at any time and from time to time in accordance with the
First Lien Loan Documents and/or applicable law, without the consent of, or notice to, the Second
Lien Collateral Agent or any Second Lien Secured Party, without incurring any liabilities to the
Second Lien Collateral Agent or any Second Lien Secured Party and without impairing or releasing
the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation
or other right or remedy of the Second Lien Collateral Agent or any Second



P-23









 





Lien Secured Party is affected, impaired or extinguished thereby) do any one or more of the
following:





     (i) change the manner, place or terms of payment or change or extend the time of
payment of, or amend, renew, exchange, increase or alter, the terms of any of the First Lien
Obligations or any Lien on any First Lien Collateral or guaranty thereof or any liability of
the Borrowers or any other Loan Party, or any liability incurred directly or indirectly in
respect thereof (including any increase in or extension of the First Lien Obligations,
without any restriction as to the amount (subject to Section 5.3(a) and the
definition of “First Lien Loan Documents”), tenor or terms of any such increase or
extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner
any Liens held by the First Lien Collateral Agent or any of the First Lien Secured Parties,
the First Lien Obligations or any of the First Lien Loan Documents;




     (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with
in any manner and in any order any part of the First Lien Collateral or any liability of the
Borrowers or any other Loan Party to the First Lien Secured Parties or the First Lien
Collateral Agent, or any liability incurred directly or indirectly in respect thereof;




     (iii) settle or compromise any First Lien Obligation or any other liability of the
Borrowers or any other Loan Party or any security therefor or any liability incurred
directly or indirectly in respect thereof and apply any sums by whomsoever paid and however
realized to any liability (including the First Lien Obligations) in any manner or order; and




     (iv) exercise or delay in or refrain from exercising any right or remedy against the
Borrowers or any security or any other Loan Party or any other Person, and elect any remedy
and otherwise deal freely with the Borrowers, any other Loan Party or any First Lien
Collateral and any security and any guarantor or any liability of the Borrowers or any other
Loan Party to the First Lien Secured Parties or any liability incurred directly or
indirectly in respect thereof.



               (c) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties,
also agrees that the First Lien Secured Parties and the First Lien Collateral Agent shall have no
liability to the Second Lien Collateral Agent or any Second Lien Secured Party, and the Second Lien
Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any claim
against any First Lien Secured Party or the First Lien Collateral Agent, arising out of any and all
actions which the First Lien Secured Parties or the First Lien Collateral Agent may take or permit
or omit to take with respect to: (i) the First Lien Loan Documents, (ii) the collection of the
First Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of,
any First Lien Collateral. The Second Lien Collateral Agent, on behalf of itself and the Second
Lien Secured Parties, agrees that the First Lien Secured Parties and the First Lien Collateral
Agent have no duty to them in respect of the maintenance or preservation of the First Lien
Collateral, the First Lien Obligations or otherwise.



               (d) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties,
agrees not to assert and hereby waives, to the fullest extent permitted



P-24









 




by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit
of, any marshalling, appraisal, valuation or other similar right that may otherwise be available
under applicable law with respect to the Collateral or any other similar rights a junior secured
creditor may have under applicable law.




          7.4 Obligations Unconditional. All rights, interests, agreements and obligations of
the First Lien Collateral Agent and the First Lien Secured Parties and the Second Lien Collateral
Agent and the Second Lien Secured Parties, respectively, hereunder shall remain in full force and
effect irrespective of:




     (a) any lack of validity or enforceability of any First Lien Loan Documents or any
Second Lien Loan Documents or the perfection of any liens thereunder;




     (b) except as otherwise set forth in the Agreement, any change in the time, manner or
place of payment of, or in any other terms of, all or any of the First Lien Obligations or
Second Lien Obligations, or any amendment or waiver or other modification, including any
increase in the amount thereof, whether by course of conduct or otherwise, of the terms of
any First Lien Loan Document or any Second Lien Loan Document;




     (c) any exchange of any security interest in any Collateral or any other collateral, or
any amendment, waiver or other modification, whether in writing or by course of conduct or
otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any
guarantee thereof;




     (d) the commencement of any Insolvency or Liquidation Proceeding in respect of the
Borrowers or any other Loan Party; or




     (e) any other circumstances which otherwise might constitute a defense available to, or
a discharge of, the Borrowers or any other Loan Party in respect of the First Lien
Obligations, or of the Second Lien Collateral Agent or any Second Lien Secured Party in
respect of this Agreement.



          SECTION 8. Miscellaneous.



          8.1 Conflicts. In the event of any conflict between the provisions of this Agreement
and the provisions of the First Lien Loan Documents or the Second Lien Loan Documents, the
provisions of this Agreement shall govern and control.



          8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement
shall become effective when executed and delivered by the parties hereto. This is a continuing
agreement of lien subordination and the First Lien Secured Parties may continue, at any time and
without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend
credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or
any Loan Party constituting First Lien Obligations in reliance hereon. The Second Lien Collateral
Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have
under applicable law to revoke this Agreement or any of the provisions of this Agreement. The
terms of this Agreement shall survive, and shall continue in full



P-25









 




force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. All references to
the Borrowers or any other Loan Party shall include the Borrowers or such Loan Party as debtor and
debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party (as the
case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of
no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien
Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the
obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien
Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding
on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to
Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured
Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to
the rights of the First Lien Secured Parties under Section 6.5.




          8.3 Amendments; Waivers.




     (a) No amendment, modification or waiver of any of the provisions of this Agreement by
the Second Lien Collateral Agent or the First Lien Collateral Agent shall be deemed to be
made unless the same shall be in writing signed on behalf of each of the First Lien
Collateral Agent (acting pursuant to the consent of the Requisite Lenders, as such term is
defined in the First Lien Credit Agreement) and the Second Lien Collateral Agent (acting
pursuant to the consent of the Requisite Lenders, as such term is defined in the Second Lien
Credit Agreement) or its authorized agent and each waiver, if any, shall be a waiver only
with respect to the specific instance involved and shall in no way impair the rights of the
parties making such waiver or the obligations of the other parties to such party in any
other respect or at any other time. Notwithstanding the foregoing, nothing in this Section
8.3 shall restrict or prohibit (i) the resignation of the First Lien Collateral Agent or the
appointment of a new First Lien Collateral Agent in accordance with the terms of the First
Lien Credit Agreement or (ii) the resignation of the Second Lien Collateral Agent or the
appointment of a new Second Lien Collateral Agent in accordance with the terms of the Second
Lien Credit Agreement.




     (b) It is understood that the First Lien Administrative Agent and the Second Lien
Administrative Agent, without the consent of any other First Lien Secured Party or Second
Lien Secured Party, may in their discretion determine that a supplemental agreement (which
may taken the form of an amendment and restatement of this Agreement) is necessary or
appropriate to facilitate having additional indebtedness or other obligations
(“Additional Debt”) of any of the Loan Parties become First Lien Obligations or
Second Lien Obligations, as the case may be, under this Agreement, which supplement shall
specify whether such Additional Debt constitutes First Lien Obligations or Second Lien
Obligations; provided that such Additional Debt is permitted to be incurred by the First
Lien Loan Documents and Second Lien Loan Documents then extant, and is permitted by said
agreements to be subject to the provisions of this Agreement as First Lien Obligations or
Second Lien Obligations, as applicable.



P-26









 





          8.4 Information Concerning Financial Condition of the Borrowers and their
Subsidiaries. The First Lien Collateral Agent and the First Lien Secured Parties, on the one
hand, and the Second Lien Collateral Agent and the Second Lien Secured Parties, on the other hand,
shall each be responsible for keeping themselves informed of (a) the financial condition of the
Borrowers and their Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations
or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment
of the First Lien Obligations or the Second Lien Obligations. The First Lien Collateral Agent and
the First Lien Secured Parties shall have no duty to advise the Second Lien Collateral Agent or any
Second Lien Secured Party of information known to it or them regarding such condition or any such
circumstances or otherwise. In the event the First Lien Collateral Agent or any of the First Lien
Secured Parties, in its or their sole discretion, undertakes at any time or from time to time to
provide any such information to the Second Lien Collateral Agent or any Second Lien Secured
Parties, it or they shall be under no obligation (w) to make, and the First Lien Collateral Agent
and the First Lien Secured Parties shall not make, any express or implied representation or
warranty, including with respect to the accuracy, completeness, truthfulness or validity of any
such information so provided, (x) to provide any additional information or to provide any such
information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any
information which, pursuant to accepted or reasonable commercial finance practices, such party
wishes to maintain confidential or is otherwise required to maintain confidential.



          8.5 Subrogation. The Second Lien Collateral Agent, on behalf of itself and the Second
Lien Secured Parties, hereby waives any rights of subrogation it may acquire as a result of any
payment hereunder until the Discharge of First Lien Obligations has occurred.



          8.6 Application of Payments. All payments received by the First Lien Collateral Agent
or the First Lien Secured Parties may be applied, reversed and reapplied, in whole or in part, to
such part of the First Lien Obligations as provided for in the First Lien Loan Documents. The
Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, assents to
any extension or postponement of the time of payment of the First Lien Obligations or any part
thereof and to any other indulgence with respect thereto, to any substitution, exchange or release
of any security which may at any time secure any part of the First Lien Obligations and to the
addition or release of any other Person primarily or secondarily liable therefor.



          8.7 SUBMISSION TO JURISDICTION; WAIVERS. (a) ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS
AGREEMENT, EACH PARTY, FOR ITSELF, IN CONNECTION WITH ITS PROPERTIES AND ON BEHALF OF THE
RESPECTIVE SECURED PARTIES IT REPRESENTS, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
(C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH SECTION 8.8; AND



P-27









 




(D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.




          (b) EACH OF THE PARTIES HERETO, ON BEHALF OF THE RESPECTIVE SECURED PARTIES IT REPRESENTS,
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY HERETO, ON BEHALF OF THE RESPECTIVE SECURED PARTIES IT REPRESENTS, ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO, ON BEHALF OF THE RESPECTIVE SECURED
PARTIES IT REPRESENTS, FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



          8.8 Notices. All notices to the Second Lien Secured Parties and the First Lien
Secured Parties permitted or required under this Agreement shall also be sent to the Second Lien
Collateral Agent and the First Lien Collateral Agent, respectively. Unless otherwise specifically
provided herein, any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, faxed, electronically mailed or sent by courier service
or U.S. mail and shall be deemed to have been given when delivered in person or by courier service
and upon receipt of electronic mail, facsimile or U.S. mail (registered or certified, with postage
prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto
shall be as set forth below each party’s name on the signature pages hereto, or, as to each party,
at such other address as may be designated by such party in a written notice to all of the other
parties.



          8.9 Further Assurances. The First Lien Collateral Agent, on behalf of itself and the
First Lien Secured Parties, and the Second Lien Collateral Agent, on behalf of itself and the
Second Lien Secured Parties, agrees that each of them shall take such further action and shall
execute and deliver such additional documents and instruments (in recordable form, if requested)



P-28









 




as the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably request
to effectuate the terms of and the lien priorities contemplated by this Agreement.




          8.10 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



          8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the
First Lien Collateral Agent, the First Lien Secured Parties, the Second Lien Collateral Agent, the
Second Lien Secured Parties and their respective successors and assigns. If either of the First
Lien Collateral Agent or the Second Lien Collateral Agent resigns or is replaced pursuant to the
First Lien Credit Agreement or the Second Lien Credit Agreement, as applicable, its successor shall
be deemed to be a party to this Agreement and shall have all of the rights of and be subject to all
of the obligations of this Agreement.



          8.12 Specific Performance. Each of the First Lien Collateral Agent and the Second
Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral
Agent, on behalf of itself and the First Lien Secured Parties, and the Second Lien Collateral
Agent, on behalf of itself and the Second Lien Secured Parties, hereby irrevocably waives any
defense based on the adequacy of a remedy at law and any other defense which might be asserted to
bar the remedy of specific performance in any action which may be brought by any First Lien
Collateral Agent or the Second Lien Collateral Agent, as the case may be.



          8.13 Headings. Section headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any other purpose or be
given any substantive effect.



          8.14 Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page of this Agreement or any document or instrument delivered in connection
herewith by facsimile or Adobe “.pdf” file shall be effective as delivery of a manually executed
counterpart of this Agreement or such other document or instrument, as applicable.



          8.15 Authorization. By its signature, each Person executing this Agreement on behalf
of a party hereto represents and warrants to the other parties hereto that it is duly authorized to
execute this Agreement.



          8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof
shall inure to the benefit of each of the parties hereto and their respective successors and
assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second
Lien Secured Parties. No other Person shall have or be entitled to assert rights or benefits
hereunder.



P-29









 





          8.17 Provisions Solely to Define Relative Rights. The provisions of this Agreement
are and are intended solely for the purpose of defining the relative rights of the First Lien
Secured Parties on the one hand and the Second Lien Secured Parties on the other hand. None of the
Borrowers, any other Loan Party or any other creditor thereof shall have any rights hereunder.
Nothing in this Agreement is intended to or shall impair the obligations of the Borrowers or any
other Loan Party, which are absolute and unconditional, to pay the First Lien Obligations and the
Second Lien Obligations as and when the same shall become due and payable in accordance with their
terms.



P-30









 





          IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the
date first written above.



	 	 	 	 	 
	 	First Lien Collateral Agent



CITIBANK, N.A.,

     as First Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:

390 Greenwich Street

New York, New York 10013



Attention: [     ]



Facsimile Number: (646) [     ]



E-mail address: [          ]@citigroup.com

 	 
	 	 	 
	 	 	 
	 	 	 
	 




S-1









 






	 	 	 	 	 
	 	Second Lien Collateral Agent



CITIBANK, N.A.,

     as Second Lien Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 Address:

390 Greenwich Street

New York, New York 10013



Attention: [     ]



Facsimile Number: (646) [     ]



E-mail address: [          ]@citigroup.com

 	 
	 	 	 
	 	 	 
	 	 	 
	 




S-2









 





	 	 	 	 	 
	 	Acknowledged and Agreed to by:



GA EBS MERGER, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-3









 






	 	 	 	 	 



CONSENT OF LOAN PARTIES





          Each of the undersigned Loan Parties has read the foregoing Agreement and consents thereto.
Each of the undersigned Loan Parties agrees not to take any action that would be contrary to the
provisions of the foregoing Agreement, and agrees that, except as otherwise provided therein, no
First Lien Secured Party or Second Lien Secured Party shall have any liability to any Loan Party
for acting in accordance with the provisions of the foregoing Agreement and the First Lien Credit
Agreement, the Second Lien Credit Agreement and other collateral, security, loan and credit
documents referred to therein.



          Without limitation to the foregoing, each Loan Party agrees to take such further action and
shall execute and deliver such additional documents and instruments (in recordable form, if
requested) as the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably
request to effectuate the terms of and the lien priorities contemplated by this Agreement.



          For the purposes hereof, the address of (i) the Borrowers shall be as set forth below the
Borrowers’ name on the signature pages hereto and (ii) each other Loan Party shall be care of the
Borrower at such address.



(signature page follows)




S-4









 









Dated as of [     ], 2006




	 	 	 	 	 	 	 
	 	 	GA EBS MERGER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	[               ]	 	 
	 
	 	 	 	 	 	 
	 	 	MEDIFAX-EDI HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	[               ]	 	 
	 
	 	 	 	 	 	 
	 	 	MASTER LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	[               ]	 	 
	 
	 	 	 	 	 	 
	 	 	[               ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






S-5









 






	 	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	[               ]	 	 






S-6









 






Exhibit A




ADDITIONAL PARTY ADDENDUM




          Reference is made to the Intercreditor Agreement dated as of the date hereof between Citibank,
N.A., as First Lien Collateral Agent and Citibank, N.A., as Second Lien Collateral Agent, as the
same may be amended, restated, supplemented, waived, or otherwise modified from time to time (the
“Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Intercreditor Agreement.



          The
undersigned, by execution of this Additional Party Addendum on [         ],
hereby acknowledges and agrees to be bound by the provisions of the Intercreditor Agreement as if
it were an original party thereto and to be the [First/Second] Lien Administrative Agent and the
[First/Second] Lien Collateral Agent thereunder. The undersigned represents and warrants that it
has received a copy of each of the First Lien Loan Documents and Second Lien Loan Documents and
satisfies each and all of the criteria set forth therein to become such a party to the
Intercreditor Agreement.



          This Additional Party Addendum shall be governed and construed in accordance with the laws of
the State of New York. Notices delivered to the undersigned pursuant to this Additional Party
Addendum shall be delivered in accordance with the notice provisions set forth in the Credit
Agreement but to the address set forth below or such other address provided in writing, to the
other parties to the Intercreditor Agreement.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Date: 	
 	 
	 
	 	 	Address: 	
 	 


















 




CONFIDENTIAL DISCLOSURE SCHEDULE TO THE




$179,000,000




SECOND LIEN CREDIT AGREEMENT




Dated as of November 16, 2006




among




GA EBS MERGER LLC

(which on the Closing Date will be merged with and into

EMDEON BUSINESS SERVICES LLC),

as Borrower,




MEDIFAX-EDI HOLDING COMPANY,

as Additional Borrower,




EBS MASTER LLC,

as Holdco,




THE LENDERS REFERRED TO HEREIN,




CITIBANK, N.A.,

as Administrative Agent, Collateral Agent and Issuing Bank,




CITIGROUP GLOBAL MARKETS INC.

and

DEUTSCHE BANK SECURITIES INC.

as Joint Lead Arrangers,




CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

and

BEAR, STEARNS & CO. INC.

as Joint Bookrunner,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Syndication Agent




and




BEAR STEARNS CORPORATE LENDING INC.,

as Documentation Agent




1









 





Schedule 1.01(a)

Subsidiary Guarantors




1. Dakota Imaging LLC

2. Envoy LLC

3. CareInsite LLC

4. THINC Acquisition LLC

5. THINC, L.L.C.

6. MedE America LLC

7. MedE America of Ohio LLC

8. Claims Processing Service LLC

9. Kinetra LLC

10. IMS-NET of Illinois LLC

11. IMS-NET of Central Florida LLC

12. Illinois Medical Information Network LLC

13. IMS-Net of Colorado LLC

14. Interactive Payer Network LLC

15. Emdeon Clinical Services, LLC

16. Advanced Business Fulfillment, LLC

17. Healthcare Interchange LLC

18. ExpressBill LLC

19. MediFAX-EDI Holding Company1

20. MediFAX-EDI, LLC

21. Medi, Inc.

22. MediFAX, Inc.

23. MediFAX-EDI Holdings, Inc.

24. MediFAX-EDI Services, Inc.






 




			
	1	 	First lien only.




2









 










Schedule 3.07

Litigation





	1.	 	(a) Jerry Beeman, et al v. Anthem Prescription Management, Inc., et al., Case No. EDCV 04-407
VAP (SGLx), United States District Court, Central District of California, Riverside Division,
Case No. 04-56384, United States Court of Appeals, 9th Circuit.
	 
		 	(b) Anthony Bradley, et al v. First Health Services Corporation, et al., Case No. BC 319292,
Superior Court of California, County of Los Angeles, Case No. B185672, California Court of
Appeal, Second Appellate District, Division Eight.
	 
	2.	 	Billingnetwork.com, Inc. (“BN”) and its counsel have sent several letters to Emdeon alleging
infringement by Emdeon and one or more of the Companies of certain of BN’s intellectual
property rights. One or more of these letters might be construed as a threat to initiate
action(s).




3









 











Schedule 3.09

Subsidiaries




	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Name	 	Organization	 	Ownership
	Dakota Imaging LLC

	 	Delaware
	 	100% by Envoy LLC
	Dakota Imaging, S.A.

	 	Costa Rica
	 	100% by Dakota Imaging LLC
	CareInsite LLC

	 	Massachusetts
	 	100% by Envoy LLC
	THINC Acquisition LLC

	 	Delaware
	 	100% by CareInsite LLC
	THINC, L.L.C.

	 	New York
	 	99% by CareInsite LLC and 1% by
THINC Acquisition LLC
	MediFAX-EDI Holding Company

	 	Delaware
	 	100% by EBS Holdco, Inc. prior to
the merger with EBS Merger Co.;
100% by Emdeon Business Services
LLC following the contribution of
the shares of MediFAX-EDI Holding
Company pursuant to the Merger
Agreement
	MediFAX-EDI LLC

	 	Tennessee
	 	100% by MediFAX-EDI Holding Company
	Medi, Inc.

	 	California
	 	100% by MediFAX-EDI LLC
	MediFAX, Inc.

	 	Tennessee
	 	100% by MediFAX-EDI LLC
	MediFAX-EDI Holdings, Inc.

	 	Delaware
	 	100% by MediFAX-EDI LLC
	MediFAX-EDI Services, Inc.

	 	Delaware
	 	100% by MediFAX-EDI LLC
	Claims Processing Service LLC

	 	Delaware
	 	100% by Envoy LLC
	Kinetra LLC

	 	Delaware
	 	100% by Envoy LLC
	IMS-Net of Colorado LLC

	 	Delaware
	 	100% by Kinetra LLC
	IMS-NET of Illinois LLC

	 	Delaware
	 	100% by Kinetra LLC
	IMS-NET of Central Florida LLC

	 	Delaware
	 	100% by Kinetra LLC
	Illinois Medical Information Network LLC

	 	Delaware
	 	100% by IMS-NET of Illinois LLC
	IMS-Net of Arkansas, Inc.

	 	Arkansas
	 	51% by Kinetra LLC; 49% by Baptist
Medical System
	Minnesota Medical Communication Network, LLC

	 	Colorado
	 	90% by Kinetra LLC; 10% by Blue
Cross Blue Shield of Minnesota
	Emdeon Clinical Services, LLC

	 	Delaware
	 	100% by Envoy LLC
	Envoy LLC

	 	Delaware
	 	100% by Emdeon Business Services LLC
	Advanced Business Fulfillment, LLC

	 	Delaware
	 	100% by Envoy LLC






4









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Name	 	Organization	 	Ownership
	Healthcare Interchange LLC

	 	Delaware
	 	100% by MedE America LLC
	MedE America LLC

	 	Delaware
	 	100% by Emdeon Business Services LLC
	MedE America of Ohio LLC

	 	Delaware
	 	100% by MedE America LLC
	Interactive Payer Network LLC

	 	Delaware
	 	100% by Envoy LLC
	EBS Master LLC

	 	Delaware
	 	52% by EBS Acquisition LLC; 42.72%
by EBS Holdco, Inc.; 5.28% by
ENVOY/ExpressBill, Inc.
	Emdeon Business Services LLC

	 	Delaware
	 	100% by EBS Master LLC
	GA EBS Merger LLC

	 	Delaware
	 	100% by EBS Acquisition LLC —
prior to merger with Emdeon
Business Services LLC
	EBS Merger Co.

	 	Delaware
	 	100% by GA EBS Merger LLC — prior
to merger with MediFAX-EDI Holding
Company
	ExpressBill LLC

	 	Delaware
	 	100% by Emdeon Business Services LLC






5









 






Schedule 3.10(b)

Real Property




Fee Properties




None.



Leased Properties




Real Property




	 	 	 	 	 
	Lessee	 	Location/Address	 	Description of Lease Documents
	 
	 	 	 	 
	ENVOY/ExpressBill, Inc.

(assigned to ExpressBill
LLC)

	 	15649 N. Greenway-Hayden 

Loop, Scottsdale, AZ 85260
	 	Standard Industrial/Commercial Single
Tenant Lease-Net dated January 13,
2006
	 
	 	 	 	 
	Medi, Inc.

	 	3600 Data Drive, #386,

Rancho Cordova, CA 95670
	 	Residential Rental Agreement dated
October 15, 2002
	 
	 	 	 	 
	Health Management
Systems, Inc. and Quality
Medical Adjudication,
Inc.

	 	10381 Old Placerville Rd., 

Sacramento, CA 95827
	 	Standard Form Office Lease dated
November 5, 1997 as amended by (i)
First Amendment to Lease dated March
27, 2003 and (ii) Second Amendment to
Lease dated March 8, 2005
	 
	 	 	 	 
	Medi, Inc.

	 	241 Lombard Street

Thousand Oaks, CA 91360
	 	Standard Office Lease — Net Lease
Agreement dated February 1, 2000, as
amended by Amendments to Lease
Agreement dated July 1, 2001, October
1, 2001 and November 30, 2005
	 
	 	 	 	 
	Medi.com

	 	300 Rolling Oaks Drive, #121,

Thousand Oaks, CA 91361
	 	Rental Agreement dated September 30,
2000; Renewal of Apartment Lease
dated February 23, 2001 and
month-to-month letters dated May 21,
2002 and March 27, 2006.
	 
	 	 	 	 
	Claims Processing
Services LLC
 (f/k/a
Claims Processing
Service, Inc.)

	 	220 Burnham Street

South Windsor, CT 06074
	 	Lease Agreement dated March 24, 1994,
as amended by (i) Lease Extension
effective May 1, 1999, (ii) Lease
Extension effective November 1, 2001
and (iii) Agreement to Amend and
Extend Lease Agreement dated July 6,
2004
	 
	 	 	 	 
	MediFax-EDI Services, Inc.

	 	300 Delaware Avenue, Suite 1210,

Wilmington, DE 19801
	 	Sublease and Administrative Services
Agreement dated 1 October 2004 which
includes access to a conference room
and equipment room (as common areas),
as amended by Addendum to Sublease
and Administrative Services Agreement
effective October 1, 2004






6









 






	 	 	 	 	 
	Lessee	 	Location/Address	 	Description of Lease Documents
	
MediFax-EDI Holdings, Inc.

	 	
103 Foulk Road,

Wilmington, DE 19803
	 	
Sublease and Administrative Services
Agreement dated October 1, 2004 which
includes access to a conference room
and equipment room (as common areas),
as amended by Addendum to Sublease
and Administrative Services Agreement
effective October 1, 2004
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	4300 Duhme Road,
Suite 200,
Madeira Beach, FL 33708
	 	Lease Agreement dated August 8, 2000
Lease Extension Agreement dated May
5, 2005 (including Addendum thereto)
	 
	 	 	 	 
	Electronic Claims &
Funding, Inc.

	 	2865 Amwiler Road,

Suites 100, 200 & 300,

Atlanta, GA 30360
	 	Lease dated July 10, 1995, as amended
by (i) First Amendment dated January
3, 1997, (ii) Amendment to Lease
dated April 1, 1999, (iii) Third
Amendment to Lease Agreement dated
December 12, 2000 and (iv) Fourth
Amendment to Lease dated June 2002
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation, as successor
to Control-O-Fax
Corporation)

	 	3070 W. Airline Highway,

Waterloo, IA 50703
	 	Lease Agreement dated January 28,
1992 between Control-O-Fax
Management, Inc. and Control-O-Fax
Corporation as amended by the First
Amendment to Lease dated May 15, 2006
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	800 W. Fifth Avenue, 

Suite 205F, 

Naperville, IL 60563
	 	Office and Warehouse Lease Agreement
dated October 20, 2004, as
supplemented by the Lease renewal
letter dated December 27, 2005
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy Corporation)

	 	27-43 Wormwood Avenue,

Boston, MA 02210
	 	Lease of Premises dated 10 May 2006
	 
	 	 	 	 
	Dakota Imaging LLC
 (f/k/a
Dakota Imaging, Inc.)

	 	7130 Minstrel Way, 

Suite L140, 

Columbia, MD 21045
	 	Deed of Lease dated June 23, 2000, as
amended by (i) First Amendment to
Lease Agreement dated September 23,
2002, (ii) Second Amendment to Lease
Agreement dated September 7, 2004,
(iii) Consent Judgment dated June 17,
2002, District Court for Howard
County, MD, (iv) Third Amendment to
Deed of Lease dated December 9, 2005,
(v) Fourth Amendment to Deed of Lease
dated April 27, 2006, and (vi) Fifth
Amendment to Deed of Lease dated
September 18, 2006






7









 







	 	 	 	 	 
	Lessee	 	Location/Address	 	Description of Lease Documents
	
Dakota Imaging LLC
 (f/k/a
Dakota Imaging, Inc.)

	 	
7130 Minstrel Way,

Suite 130, 

Columbia, MD 21045
	 	
Commercial Lease dated August 13,
1997, as amended by (i) Lease
Amendment No. 1 dated August 18,
1998, (ii) Consent Judgment dated
June 17, 2002, District Court for
Howard County, MD, (iii) Second Lease
Amendment dated September 22, 2002,
(iv) Third Amendment to Lease
Agreement dated October 15, 2002, (v)
Fourth Amendment to Lease Agreement
dated January 21, 2004, (vi) Fifth
Amendment to Lease Agreement dated
December 9, 2005, (vii) Sixth
Amendment to Lease Agreement dated
April 27, 2006, and (viii) Seventh
Amendment to Lease Agreement dated
September 18, 2006
	 
	 	 	 	 
	Advanced Business Fulfillment, LLC

	 	3183/3195 Rider Trail South,

Bridgeton, MO 63044
	 	Lease dated November 3, 1997 between
H W Development, L.L.C. and Anthony,
Allan & Quinn, Inc., as amended by
(i) Starting Date Agreement dated
January 9 1998, (ii) First Amendment
to Lease dated May 2, 2000, (iii)
Starting Date Agreement dated August
21, 2000, (iv) Second Amendment to
Lease dated August 21, 2000, (v)
Third Amendment to Lease dated
September 2, 2003, making ABF the
lessee under the Lease and (vi)
Fourth Amendment to Lease dated April
5, 2005
	 
	 	 	 	 
	Emdeon Corporation f/k/a
Healtheon/WebMD Corp.

(fourth amendment assigns
the lease to Envoy
Corporation)

	 	160 Lawrence Bell Drive,

Suite 100, 

Amherst, NY 14221
	 	Lease Agreement dated December 7,
1999, as amended by (i) First
Amendment to Lease dated November 20,
2001, (ii) Second Amendment to Lease
dated October 5, 2004, (iii) Third
Amendment to Lease dated September
21, 2005, and (iv) Fourth Amendment
to Lease dated August 25, 2006
	 
	 	 	 	 
	Envoy LLC 
(f/k/a Envoy
Corporation, as successor
to Professional Office
Services, Inc.)

	 	100 N. Byrne Road, 

Toledo, OH 43607
	 	Lease Agreement dated December 6, 1997
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	7 Great Valley Parkway, 

Suite 190,
	 	Agreement of Lease dated January 3,
2003
	 

	 	Malvern, PA 19355	 	 
	 
	 	 	 	 
	MedE America LLC
 (f/k/a
MedE America Corporation)

	 	775 Spartan Boulevard,

Suite 202, 

Spartanburg, SC 29301
	 	Lease Agreement dated January 12, 2005






8









 






	 	 	 	 	 
	Lessee	 	Location/Address	 	Description of Lease Documents
	
Dakota Imaging LLC
 (f/k/a
Dakota Imaging, Inc.)

	 	
16 Zane Grey,

Suite 250, 

El Paso, TX 79906
	 	
Standard Industrial/Commercial
Multi-Tenant Lease — Net dated
September 28, 2005 and Commencement
of Lease Agreement dated January 12,
2006
	 
	 	 	 	 
	MediFAX-EDI Holding
Company f/k/a The Potomac
Group, Inc.

	 	1283 Murfreesboro Road,

Nashville, TN 37217
	 	Amended and Restated Office Building
Lease Agreement dated December 13,
1996 as amended by (i) the Amendment
to Amended and Restated Office
Building Lease Agreement dated April
16, 1998, (ii) Second Amendment to
Amended and Restated Office Building
Lease Agreement dated January 14,
2001, (iii) Third Amendment to
Amended and Restated Office Building
Lease Agreement dated July 26, 2002,
and (iv) three Landlord Subordination
Agreements dated May 6, 1996, January
31, 2001 and October 31, 2001
	 
	 	 	 	 
	Envoy LLC (f/k/a Envoy 

Corporation)

	 	1661 Murfreesboro Road,

Nashville, TN 37217
	 	Lease Agreement dated September 11,
1986, with respect to Suite E in
Building B, as amended by Amendment #
1 to Lease Agreement dated November
25, 1987, as amended by (i) Lease
Extension and Modification dated May
29, 1992 (ii) Lease Extension and
Modification Agreement Number Two
dated August 10, 1994, (iii) Lease
Modification Agreement Number Three
dated May 4, 1995; (iv) Lease
Modification Agreement Number Four
dated February 1, 1997; (v) Addendum
to Lease dated August 29, 1999; (vi)
Lease Extension and Modifications
Agreement Number Five dated January
31, 2001; (vii) Lease Modification
Agreement Number Six dated April 15,
2005; and (viii) Lease Extension and
Modification Agreement Number Seven
dated May 31, 2006






9









 






	 	 	 	 	 
	Lessee	 	Location/Address	 	Description of Lease Documents
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	1661 Murfreesboro Road,

Nashville, TN 37217
	 	Lease Agreement dated January 4, 1990
for Suite G, in Building B, as
amended by Lease Extension and
Modification Agreement #1 dated
November 9, 1990, as amended by (i)
Lease Extension and Modification
dated May 29, 1992 (ii) Lease
Extension and Modification Agreement
Number Two dated August 10, 1994,
(iii) Lease Modification Agreement
Number Three dated May 4, 1995; (iv)
Lease Modification Agreement Number
Four dated February 1, 1997; (v)
Addendum to Lease dated August 29,
1999; (vi) Lease Extension and
Modifications Agreement Number Five
dated January 31, 2001; (vii) Lease
Modification Agreement Number Six
dated April 15, 2005; and (viii)
Lease Extension and Modification
Agreement Number Seven dated May 31,
2006
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	26 Century Boulevard,

Nashville, TN 37214
	 	Sublease Agreement dated December 31,
2000 (as amended or supplemented by
(1) a Parking Space Agreement dated
December 28, 2001, between
Shorenstein Realty Investors Two,
L.P. and Envoy, (2) Landlord’s
Consent to Sublease dated March 21,
2001, (3) Commencement Letter dated
April 18, 2002, (4) letter dated
March 25, 2004 and (5) First
Amendment to Sublease dated as of
June 8, 2006), to Lease dated
December 26, 1995, between Willis
Corroon Corporation of Tennessee and
Willis Corroon Corporation, as
amended by (i) First Amendment to
Lease dated as of October 31, 1996,
(ii) Second Amendment to Lease dated
as of May 27, 1998, (iii) Third
Amendment to Lease dated as of
November 23, 1998, (iv) Fourth
Amendment to Lease dated as of March
6, 2000, and (v) Fifth Amendment to
Lease dated as of March 8, 2001
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy Corporation) 
	 	3055 Lebanon Road,

Buildings 1 & 3,

Nashville, TN 37214
	 	Office Lease Agreement dated May 26,
2000, as amended by (i) the First
Amendment to Lease Agreement dated as
of September 29, 2000, (ii) Work
Letter Agreement dated September 29,
2000, and (iii) Commencement Date
Agreement dated April 17, 2001

	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	3993 Crowfarn Drive,

Memphis, TN 38118
	 	Agreement of Lease dated June 26, 2006






10









 






	 	 	 	 	 
	Lessee	 	Location/Address	 	Description of Lease Documents
	 
	 	 	 	 
	Interactive Payer Network
LLC
 (f/k/a Interactive
Payer Network, Inc.)

	 	5910 Landerbrook Drive, 

Suite 110, 

Mayfield Heights, OH 44124
	 	Office Lease Agreement dated December
29, 1999 as amended by (i) Parking
License Agreement dated 2000 (ii)
First Lease Amendment dated July 19,
2000, (iii) Second Lease Amendment
dated June 22, 2004, and (iv) Letter
of Understanding dated February 24,
2005
	 
	 	 	 	 
	Envoy LLC
 (f/k/a Envoy
Corporation)

	 	2045 Midway Drive

Twinsburg, OH 44087
	 	Lease Agreement dated as of September
25, 2006






Other Real Property




None



11









 





Schedule 3.10(c)

Real Property




1. 15649 N. Greenway-Hayden Loop, Scottsdale, AZ 85260




Standard Industrial/Commercial Single-Tenant Lease — Net dated January 13, 2006 between Remes
Investments, LLC and ENVOY/ExpressBill, Inc. (the “Greenway-Hayden Loop Lease”)



The Greenway-Hayden Loop Lease may require the consent of the landlord in connection with the
Transactions.



2. 10381 Old Placerville Rd., Sacramento, CA 95827




Standard Form Office Lease dated November 5, 1997 between Old Placerville Road Development Company
and Health Management Systems, Inc. and Quality Medical Adjudication, Inc., as amended by (i) First
Amendment to Lease dated March 27, 2003 and (ii) Second Amendment to Lease dated March 8, 2005 (the
“Old Placerville Rd. Lease”)



The Old Placerville Rd. Lease may require the consent of the landlord in connection with the
Transactions.



3. 241 Lombard Street, Thousand Oaks, CA 91360




Standard Office Lease — Net Lease Agreement dated February 1, 2000 between Lombard LLC and Medi,
Inc., as amended by Amendments to Lease Agreement dated July 1, 2001, October 1, 2001 and November
30, 2005 (the “Lombard Street Lease”)



The Lombard Street Lease may require the consent of the landlord in connection with the
Transactions.



4. 300 Delaware Avenue, Suite 1210, Wilmington, DE 19801




Sublease and Administrative Services Agreement dated 1 October 2004 between Blue Diamond Realty LLC
and Medifax-EDI Services, Inc which includes access to a conference room and equipment room (as
common areas), as amended by Addendum to Sublease and Administrative Services Agreement effective
October 1, 2004



5. 103 Foulk Road, Wilmington, DE 19803




Sublease and Administrative Services Agreement dated October 1, 2004 between Blue Diamond Realty
LLC and Medifax-EDI Holdings, Inc which includes access to a conference room and equipment room (as
common areas), as amended by Addendum to Sublease and Administrative Services Agreement effective
October 1, 2004



12









 





6. 4300 Duhme Road, Suite 200, Madeira Beach, FL 33708




Lease Agreement dated August 8, 2000 between Ted P. Wittner and Envoy Corporation, as amended by
Lease Extension Agreement dated May 5, 2005 (including Addendum thereto). (the “Duhme Road Lease”)



The Duhme Road Lease may require the consent of the landlord in connection with the Transactions.



7. 2865 Amwiler Road, Suites 100, 200 & 300, Atlanta, GA 30360




Lease between dated July 10, 1995 between Rand Realty Co and Electronic Claims & Funding, Inc., as
amended by (i) First Amendment dated January 3, 1997, (ii) Amendment to Lease dated April 1, 1999,
(iii) Third Amendment to Lease Agreement dated December 12, 2000 and (iv) Fourth Amendment to Lease
dated June 2002. (the “Amwiler Road Lease”)



The Amwiler Road Lease may require the consent of the landlord in connection with the Transactions.



8. 3070 W. Airline Highway, Waterloo, IA 50703




Sublease Agreement dated November 1, 2004 between Envoy Corporation (as successor to Control-O-Fax
Corporation), as Sublandlord, and Alliance Printing Company, LLC, as Subtenant, as amended by the
First Amendment to Sublease dated October 21, 2005.



9. 27-43 Wormwood Avenue, Boston, MA 02210




Lease of Premises dated 10 May 2006 between Fort Point Place — VEF V, LLC and Envoy Corporation
(the “Wormwood Avenue Lease”)



The Wormwood Avenue Lease may require the consent of the landlord in connection with the
Transactions.



10. 7130 Minstrel Way, Suite L140, Columbia, MD 21045




Deed of Lease dated June 23, 2000 between Washington Metropolitan Area Transit Authority, Local 922
Teamsters Retirement Plan and Dakota Imaging, Inc., as amended by (i) First Amendment to Lease
Agreement dated September 23, 2002, (ii) Second Amendment to Lease Agreement dated September 7,
2004, (iii) Consent Judgment dated June 17, 2002, District Court for Howard County, MD, (iv) Third
Amendment to Deed of Lease dated December 9, 2005, (v) Fourth Amendment to Deed of Lease dated
April 27, 2006, and (vi) Fifth Amendment to Deed of Lease dated September 18, 2006 (the “Minstrel
Way Lease”).



The Minstrel Way Lease may require the consent of the landlord in connection with the Transactions.



Dakota Imaging, Inc. is currently in negotiations to enter into an agreement to lease facilities
located at 10620 Guilford Road, Jessup, Maryland 20794. If such an agreement is entered into by
Dakota Imaging, Inc., the employees located at 7130 Minstrel Way, Suite L140 will move to the
facilities located at this Guilford Road address.



13









 





11. 100 N. Byrne Road, Toledo, OH 43607




Lease Agreement dated December 6, 1997 between BDM Properties and Envoy Corporation (as successor
to Professional Office Services, Inc.) (the “Byrne Road Lease’)



The Byrne Road Lease may require the consent of the landlord in connection with the Transactions.



12. 7 Great Valley Parkway, Suite 190, Malvern, PA 19355




Agreement of Lease dated January 3, 2003 between Liberty Property Limited Partnership and Envoy
Corporation (the “Great Valley Parkway Lease”)



The Great Valley Parkway Lease may require the consent of the landlord in connection with the
Transactions.



13. 16 Zane Grey, Suite 250, El Paso, TX 79906




Standard Industrial/Commercial Multi-Tenant Lease — Net dated September 28, 2005 between Marvin L.
Oates as Co-Trustee of the Marvin L. Oates Trust, and Buzz Oates Development, L.P. and Dakota
Imaging, Inc. and Commencement of Lease Agreement dated January 12, 2006 (the “Zane Grey Lease”)



The Zane Grey Lease may require the consent of the landlord in connection with the Transactions.



14. 26 Century Boulevard, Nashville, TN 37214




Sublease Agreement dated December 31, 2000 between Willis North America Inc. and Envoy Corporation
(“Envoy”) (as amended or supplemented by (1) a Parking Space Agreement dated December 28, 2001,
between Shorenstein Realty Investors Two, L.P. and Envoy, (2) Landlord’s Consent to Sublease dated
March 21, 2001, (3) Commencement Letter dated April 18, 2002, (4) letter dated March 25, 2004 and
(5) First Amendment to Sublease dated as of June 8, 2006 between Willis North America Inc. and
Envoy) (the “Century Boulevard Sublease”), to Lease dated December 26, 1995, between Willis Corroon
Corporation of Tennessee and Willis Corroon Corporation, as amended by (i) First Amendment to Lease
dated as of October 31, 1996, (ii) Second Amendment to Lease dated as of May 27, 1998, (iii) Third
Amendment to Lease dated as of November 23, 1998, (iv) Fourth Amendment to Lease dated as of March
6, 2000, and (v) Fifth Amendment to Lease dated as of March 8, 2001 (the “Century Boulevard
Lease”). In addition, Envoy has an informal arrangement with the HEI Nashille, Ltd. (“HEI”),
commonly known as the hotel Sheraton Music City located in Nashville, Tennessee, for the temporary
use of a parking area owned by HEI, which the parties expect to formalize. This informal
arrangement modified Envoy’s previous parking arrangement and shuttle services being provided by
Flight Park pursuant to the General Contract For Services dated July 1, 2003.



The Century Boulevard Lease and the Century Boulevard Sublease may require the consent of the
Landlord and the sublandlord, respectively, in connection with the Transactions.



14









 





15. 3055 Lebanon Road, Buildings 1 & 3, Nashville, TN 37214




Office Lease Agreement dated May 26, 2000, between Donelson Corporate Centre, L.P. and Envoy
Corporation, as amended by (i) the First Amendment to Lease Agreement dated as of September 29,
2000, (ii) Work Letter Agreement dated September 29, 2000, and (iii) Commencement Date Agreement
dated April 17, 2001 (the “Lebanon Road Lease”)



The Lebanon Road Lease may require the consent of the landord in connection with the Transactions.



16. 3993 Crowfarn Drive, Memphis, TN 38118




Agreement of Lease dated June 26, 2006 between Level 3 Communications, LLC and Envoy Corporation
(the “Crowfarn Drive Lease”)



The Crowfarn Drive Lease may require the consent of the landlord in connection with the
Transactions.



15









 





Schedule 3.19(c)

Intellectual Property




Counsel to Emdeon and MediFAX-EDI, LLC (“Medifax LLC”), Thomas W. Miller of the law firm of Miller,
Griffen & Marks, P.S.C., sent (a) a letter dated April 26, 2006 to Frank Goins, a former employee
of Medifax LLC, asserting, among other things, the misappropriation by Mr. Goins of proprietary
information of Emdeon and Medifax LLC and (b) a letter dated April 26, 2006 to James Lacy of
ZirMed, Inc. (“ZirMed”), Mr. Goins’ new employer, alleging, among other things, that ZirMed aided
and abetted in Mr. Goins’ violation of his duties to Emdeon and Medifax LLC. The parties have since
entered into the following agreements to resolve this matter: (1) Stipulation of Settlement dated
as of July 18, 2006 between Envoy, Medifax LLC and Mr. Goins, (2) Tolling Agreement between Medifax
LLC and Mr. Goins, (3) Stipulation of Settlement dated as of July 18, 2006 between Envoy, Medifax
LLC and ZirMed and (4) Tolling Agreement between Medifax LLC and ZirMed.



16









 





Schedule 3.20(c)

Mortgaged Filling Offices




None.



17









 





Schedule 5.17

Post-Closing Matters




None.



`




18









 








Schedule 6.01(w)

Existing Indebtedness




1. Earnout payments with respect to the following agreements:



     (a) Agreement and Plan of Merger entered into as of September 24, 2003 by and among Envoy,
WebMD Corporation, Crown Subsidiary, Inc., Claims Processing Service, Inc., and Joseph L. DiNardo.
There is one more potential earnout payment under this agreement, which would be due in April 2007,
for a maximum possible amount of $1,040,000.



     (b) Stock Purchase Agreement dated July 18, 2006 among Envoy, Interactive Payer Network, Inc.
(“IPN”) and the former shareholders of IPN. The maximum total amount that could be owed over the
course of two years from the date of the acquisition is $3,000,000. Additional earnout payments of
up to $3,000,000 may be due to the former shareholders of IPN from the date hereof until August 1,
2008.



2. Pursuant to Section 2.10(b) of the Merger Agreement, the Companies are to be left with a
$15,000,000 minimum cash balance. This minimum cash balance shall be treated as a loan to the
Companies from Emdeon Corporation, to be repaid within 60 days of the Closing Date pursuant to
Section 2.15(b) of the Merger Agreement.



3. Letters of credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan Chase

	 	T-223027
	 	$	3,750,000	 	 	Willis North
America, Inc.
26 Century Blvd.
Nashville, TN 37214
	 	26 Century
Blvd.
Nashville, TN
	 	3/21/02
	 	3/31/07
	 	$	3,921,193	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan Chase

	 	T-223028
	 	$	2,000,000	 	 	Shorenstein
Realty
Investors Two,
LP
c/o Shorenstein
Company, L.P.
555 California
Street, 49th
Floor
San Francisco,
CA 94104
	 	26 Century
Blvd.
Nashville, TN
	 	3/21/02
	 	3/31/07
	 	$	2,091,303	 






19









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan Chase

	 	T-3039917
	 	$	68,828	 	 	485 Properties
LLC
c/o CB Richard
Ellis
1281 Murfreesboro
Road Ste. 102
Nashville, TN 37217
	 	Medifax-EDI
Inc.
1283
Murfreesboro Rd.
Nashville, TN
37217
	 	7/28/04
	 	8/14/07
	 	$	105,101	 






4. Surety Bonds




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Safeco

	 	 	6232641	 	 	$	500,000	 	 	USAA
	 	Until cancelled
	 	ABF Contract
	Zurich

	 	LPM 8796771
	 	$	134,000	 	 	Illinois
	 	10/24/2006
	 	MedE
America of
Ohio TPA
	Zurich

	 	LPM 8600743
	 	$	100,000	 	 	Nevada
	 	1/1/2007
	 	MedE
America of
Ohio TPA
	Zurich

	 	LPM 8601647
	 	$	85,000	 	 	Texas
	 	6/7/2007
	 	MedE
America of
Ohio TPA
	Zurich

	 	LPM 8600742
	 	$	50,000	 	 	Missouri
	 	5/6/2007
	 	MedE
America of
Ohio TPA
	Zurich

	 	LPM 8601646
	 	$	50,000	 	 	Ohio
	 	6/7/2007
	 	MedE
America of
Ohio TPA
	Hartford

	 	20BDDEC5275
	 	$	500,000	 	 	GA / FL / UT
	 	7/18/2007
	 	MedE
America of
Ohio TPA
	Travelers

	 	 	104736080	 	 	$	5,000	 	 	Arizona
	 	9/19/2007
	 	MedE
America of
Ohio TPA
	Travelers

	 	 	104736081	 	 	$	25,000	 	 	Arkansas
	 	9/19/2007
	 	MedE
America of
Ohio TPA
	Travelers

	 	 	104736082	 	 	$	10,000	 	 	Oklahoma
	 	9/19/2007
	 	MedE
America of
Ohio TPA







20









 








Schedule 6.02(h)

Existing Liens




Dakota Imaging LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	State Department of
Assessments and Taxation,
Maryland	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	AT&T Capital
Leasing
Services, Inc.
	 	UCC

Original
	 	 	150628246	 	 	03/03/95
	 	Equipment pursuant
to
Lease No. 00452589
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	AT&T Capital
Leasing
Services, Inc.
	 	UCC

Original
	 	 	152498479	 	 	09/06/95
	 	Equipment pursuant
to
Lease No. 00485267
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Assignee:
Norwest
Financial
Leasing, Inc.
By Copy
World of
Baltimore Inc.
	 	UCC

Original
	 	 	180308192	 	 	01/30/98
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	IBM Credit

Corporation
	 	UCC

Original
	 	 	180648231	 	 	03/05/98
	 	Equipment pursuant
to
Supplement #422533
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	IBM Credit

Corporation
	 	UCC

Original
	 	 	181048178	 	 	06/01/00
	 	Equipment pursuant
to
Supplement #805989
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	IBM Credit

Corporation
	 	UCC

Original
	 	 	181050592	 	 	06/22/00
	 	Equipment pursuant
to
Supplement #814450
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colonial

Pacific

Leasing
	 	UCC

Original
	 	 	181095826	 	 	09/17/01
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	IBM Credit

Corporation
	 	UCC

Original
	 	 	181131428	 	 	09/25/02
	 	Equipment pursuant
to
Supplement #115260
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	CIT
Technology
Financing
Services, Inc.
	 	UCC

Original
	 	 	181134101	 	 	10/24/02
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	CIT
Technology
Financing
Services, Inc.
	 	UCC

Original
	 	 	181164460	 	 	09/05/03
	 	Equipment






21









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	IBM Credit

LLC
	 	UCC

Original
	 	 	181159547	 	 	10/24/03
	 	Equipment pursuant
to
Supplement #B10256
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	IBM Credit

LLC
	 	UCC

Original
	 	 	181171248	 	 	11/07/03
	 	Equipment pursuant
to
Supplement #B12253
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	CIT
Technology
Financing
Services, Inc.
	 	UCC

Original
	 	 	181171899	 	 	11/17/03
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Howard County, MD

	 	AT&T Capital Leasing
	 	UCC

Original
	 	 	153-508	 	 	03/06/1995
	 	(Copy not available

in Howard County)






Medi, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	Secretary of
State,
California

	 	IBM Credit LLC
	 	UCC Original
	 	03-36060485
	 	12/19/03
	 	Equipment pursuant
to Supplement
#B18923






Claims Processing Service LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Secretary of
State,
Connecticut

	 	Pitney Bowes

Credit Corporation
	 	UCC

Original
	 	 	0002070201	 	 	05/18/01
	 	Equipment pursuant
to Lease dated
01/17/01






Advanced Business Fulfillment, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Secretary of State, Missouri	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce’
Printing
Systems
USA, Inc.
	 	UCC

Original
	 	 	4161613	 	 	05/03/01
	 	Debtor listed is
Anthony, Allan &
Quinn, Inc.; for
Equipment under
Leasing Schedule #
100-0337141-003






22









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC

Amendment
	 	 	20030047131B	 	 	05/05/03
	 	Amendment to change
Debtor Name to
Advanced Business
Fulfillment, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce’
Printing
Systems
USA, Inc.
	 	UCC

Original
	 	 	20018034594F	 	 	09/18/01
	 	Debtor listed is
Anthony, Allan &
Quinn, Inc.; for
Equipment under
Leasing Schedule
#100-0337141-004
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC

Amendment
	 	 	20030047110K	 	 	05/05/03
	 	Amendment to change
Debtor Name to
Advanced Business
Fulfillment, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Stralfors
Inc.
	 	UCC

Original
	 	 	20020133044M	 	 	12/12/02
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Xerox
Capital
Services
LLC
	 	UCC

Original
	 	 	20030025616G	 	 	03/13/03
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
Commerce
Equipment
Finance,
L.L.C.
	 	UCC

Original
	 	 	20030076754F	 	 	07/22/03
	 	Equipment
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Assignee:

Allegiant
Bank
	 	UCC

Amendment
	 	 	20030088686B	 	 	08/26/03
	 	Assignment of
Initial
Financing Statement
#20030076754F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce North
America,
Inc.
	 	UCC

Original
	 	 	20040053343F	 	 	05/17/04
	 	Equipment under
Trial Agmt #T501026
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce
Financial
Services,
Inc.
	 	UCC

Original
	 	 	20040059069G	 	 	06/01/04
	 	Equipment under Trial Agmt #672725
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce North
America,
Inc.
	 	UCC

Original
	 	 	20040087307B	 	 	08/16/04
	 	Equipment under
Purchase Sch
#501026-5758
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce North
America,
Inc.
	 	UCC

Original
	 	 	20040087311H	 	 	08/16/04
	 	Equipment under
Purchase Sch
#501026-5757
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce North
America,
Inc.
	 	UCC

Original
	 	 	20040105722E	 	 	10/06/04
	 	Equipment under
Purchase Sch
#501026-7443
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce’ North
America,
Inc.
	 	UCC

Original
	 	 	20050115621E	 	 	11/18/05
	 	Equipment under
Purchase Sch
#501026-6576






23









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce’ North
America,
Inc.
	 	UCC

Original
	 	 	20050115647B	 	 	11/18/05
	 	Equipment under
Purchase Sch
#501026-7965
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Oce’ North
America,
Inc.
	 	UCC

Original
	 	 	20050117965H	 	 	11/28/05
	 	Equipment under
Trial Agmt #696887






ENVOY/ExpressBill, Inc. (assigned to ExpressBill LLC) 




	 	 	 	 	 	 	 	 	 	 	 
	Secretary of
	 	Bell & Howell	 	  UCC	 	202026541	 	04/19/02	 	In Lieu of
	State,
	 	Financial	 	Original	 	 	 	 	 	Continuation
	Tennessee
	 	Services	 	 	 	 	 	 	 	Filing for #808234
	 
	 	Company	 	 	 	 	 	 	 	filed
	 
	 	 	 	 	 	 	 	 	 	on 08/02/96 with
	 
	 	 	 	 	 	 	 	 	 	Secretary of State of
	 
	 	 	 	 	 	 	 	 	 	Arizona; for equipment







24









 








Schedule 6.06(h)

Existing Investments




None.



25









 





Schedule 6.12

Transactions with Affiliates





	1.	 	Marketing Agreement, dated as of January 31, 2006, by and among Emdeon Corporation, Envoy
Corporation and WebMD Health Corp.






	2.	 	Subcontract Agreement, dated as of September 30, 2004, by and between Vips, Inc. and Envoy
Corporation.






	3.	 	Subcontract Agreement, dated as of January 31, 2005, by and between Vips, Inc. and MedE
America Corporation.






	4.	 	Lease Agreement dated as of September 25, 2006 between PRX Holdings Corp. (an Affiliate of
Parent) and Envoy Corporation.






	5.	 	CDHP Marketing Plan Agreement, dated as of September 25, 2006, by and among EBS Master LLC,
WebMD Health Corp., Envoy Corporation and Advanced Business Fulfillment, LLC, with side
letter.






	6.	 	Amended and Restated Business Services Agreement, dated as of September 25, 2006, by and
among EBS Master LLC, Envoy Corporation and WebMD Health Corp.






	7.	 	Data License Agreement, dated as of September 25, 2006, by and among Emdeon Corporation, EBS
Master LLC and the Business Services Entities as defined therein.






	8.	 	Provisional Patent License Agreement, dated as of September 25, 2006, by and between Envoy
Corporation and WebMD Health Corp.






	9.	 	Database Agreement, dated as of September 25, 2006, by and between Envoy Corporation and
WebMD Health Corp.






	10.	 	Transition Services Agreement, dated as of November 16, 2006, by and between Emdeon
Corporation and Emdeon Business Services LLC.






	11.	 	Trademark Assignment Agreement, dated as of November 16, 2006, by and between HLTH Domain
Corporation, a Delaware corporation and wholly owned subsidiary of Emdeon Corporation, and
Emdeon Business Services LLC.






	12.	 	Assignment and Assumption Agreement, dated as of November 16, 2006, by and between Envoy LLC
and Emdeon Corporation.






	13.	 	Contribution Agreement, dated as of November 13, 2006, by and among ENVOY/ExpressBill, Inc.,
a Tennessee corporation, EBS Master LLC, Emdeon Business Services LLC and ExpressBill LLC, as
amended on November 15, 2006.






26