NINTH AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.1
EXECUTION
COPY
NINTH
AMENDMENT TO CREDIT AGREEMENT
THIS NINTH
AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated December
14, 2007, is made and entered into on the terms and conditions hereinafter
set
forth, by and among I-TRAX, INC., a Delaware corporation (the
"Borrower"), the Subsidiaries of the Borrower who are parties to the
Credit Agreement (as hereinafter defined) as guarantors (the
"Guarantors"), the several lenders who are parties to the Credit
Agreement as lenders (the "Lenders"), and BANK OF AMERICA, N.A., a
national banking association ("Bank of America"), as administrative agent
for the Lenders and the Issuing Bank (in such capacity, the "Administrative
Agent") and as Issuing Bank.
RECITALS:
1. Pursuant
to a Credit Agreement dated as of March 19, 2004, among the Borrower, the
Guarantors, the Lenders and Bank of America, as Administrative Agent and as
Issuing Bank, as heretofore amended by a First Amendment to Credit Agreement
dated June 1, 2004, a Second Amendment to Credit Agreement dated
July 1, 2004, a Third Amendment to Credit Agreement dated August 12,
2004, a Fourth Amendment to Credit Agreement dated October 27, 2004, a
Fifth Amendment to Credit Agreement dated March 31, 2005, a Sixth Amendment
to Credit Agreement dated June 29, 2005, a Seventh Amendment to Credit
Agreement dated May 4, 2006 and an Eighth Amendment to Credit Agreement
dated June 29, 2007, among the Borrower, the Guarantors, the Lenders and Bank
of
America, as Administrative Agent and as Issuing Bank (as the same heretofore
has
been or hereafter may be further amended, restated, supplemented, extended,
renewed, replaced or otherwise modified from time to time, the "Credit
Agreement"), the Lenders agreed to make Loans to the Borrower and to
purchase participations in Letters of Credit issued for the account of the
Borrower, and the Issuing Bank agreed to issue such Letters of Credit, all
as
more specifically described in the Credit Agreement.
2. The
parties hereto desire to amend the Credit Agreement in certain respects as
more
particularly hereinafter set forth.
AGREEMENTS:
NOW,
THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth,
and
for other good and valuable consideration, the receipt and sufficiency of all
of
which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment
of Section 1.1. Section 1.1 of the
Credit Agreement is hereby amended by inserting the following new definitions
in
the appropriate locations according to alphabetical order, or by amending and
restating existing definitions to read as indicated, as applicable:
"Fixed
Charge Coverage Ratio" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, calculated as of any date of determination
for the Last Four Fiscal Quarters, the ratio of (a) EBITDAR, less
the Maintenance Capital Expenditure Adjustment, less income, value-added
and similar tax expenses paid in cash, to (b) the sum of the portion of
Interest Expense that was paid in cash or its equivalent during such period,
plus current maturities of term Indebtedness (other than the Indebtedness
evidenced by the Term Note which was paid during such period in 2008),
plus beginning April 1, 2008 and on the first day of each succeeding
July, October, January and April thereafter, an amount equal to $312,500,
representing the reduction in the Swingline Commitment as required pursuant
to
Seciton 2.4.1.(a) until the Swingline Commitment is reduced to $0.00,
plus Rent Expense; provided, however, that adjustments to
noncash stock-based compensation expense required by GAAP in connection with
changes in the Borrower's stock price shall be disregarded for purposes of
calculating this ratio.
"Ninth
Amendment Coverage Ratio" shall mean the Ninth Amendment to Credit Agreement
dated December __, 2007, among the Borrower, the Guarantors, the Lenders and
Bank of America, as Administrative Agent and as Issuing Bank.
"Pro
Forma Effect" shall mean, in making any calculation of the Funded
Indebtedness to EBITDA Ratio for purposes of Section 2.15 or any
calculation hereunder necessary to determine whether the Borrower is in
compliance with Section 10.1.4 or whether a Default would result
from any Asset Acquisition, (1) any Disposition of any asset(s) of the
Borrower or any of the other Credit Parties made during the twelve (12) month
period ending on and including the date of determination, other than a
Disposition permitted by subsections 9.3(a), (b) or
(d), and any corresponding repayment or incurrence of
Indebtedness, shall
be assumed to have occurred on the first day of such period, (2) any Asset
Acquisition made during the twelve (12) month period ending on and including
the
date of determination, and any corresponding repayment or incurrence of
Indebtedness, shall be assumed to have occurred on the first day of such period,
and (3) any deduction from Consolidated Net Income for the non-recurring
compensation expense for a former employee paid in connection with the
ProFitness Acquisition during the period of determination (which is in an
aggregate amount that shall not exceed $50,000) be added back to EBITDA;
provided that the Administrative Agent has been furnished with annual
audited financial statements or interim financial statements regarding such
Asset Acquisition that are in sufficient detail to provide a basis for
determining the Pro Forma Effect thereof and that otherwise are in form and
substance and prepared by Persons satisfactory to the Administrative
Agent.
"ProFitness"
shall mean Pro Fitness Health Solutions, LLC, a New York limited
liability company.
"ProFitness
Acquisition" shall mean the acquisition by Borrower of 100% of the
membership interests in ProFitness pursuant to the ProFitness Acquisition
Agreement.
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"ProFitness
Acquisition Agreement" shall mean that certain Member Interest Purchase
Agreement dated November 27, 2007, by and among Borrower, ProFitness and Minute
Men, Incorporated.
"Term
Loan Commitments" shall mean, at any time, the commitment of all the
Lenders, collectively, to make Term Loans to the Borrower pursuant to the
provisions of Section 2.2, and the "Term Loan Commitment" of
any Lender at any time shall mean an amount equal to such Lender's Percentage
multiplied by the then effective aggregate Term Loan Commitments. The
Term Loan Commitments are in the aggregate amount set forth in
Section 2.1.
"Term
Loan Facility" shall mean the term loan facility provided by the Lenders
pursuant to the Term Loan Commitments as more particularly set forth in
Section 2.2.
"Term
Loan Maturity Date" shall mean September 30, 2008.
"Term
Loans" shall mean the loans made to the Borrower by the Lenders pursuant to
the provisions of Section 2.2.
"Term
Notes" shall mean the promissory notes, substantially in the form of
Exhibit 2.10A, executed by the Borrower in favor of the Lenders,
evidencing the indebtedness of the Borrower to the Lenders in connection with
the Term Loans.
2. Amendment
of Section 2.1.1. Section 2.1.1 of
the Credit Agreement is hereby amended to read as follows:
2.1.1 Amounts
of Commitments. Subject to reduction as provided
herein:
(a) The
aggregate amount of the Commitments shall be $20,000,000.
(b) The
aggregate amount of the Term Loan Commitments shall be $3,000,000.
(c) The
aggregate amount of the Revolving Credit Commitments at any time shall be
$17,000,000 less the aggregate amount of Letter of Credit Liabilities
outstanding at such time.
(d) The
aggregate amount of the Letter of Credit Commitments at any time shall be an
amount equal to the lesser of: (1) the aggregate amount of the Revolving
Credit Commitments in effect at such time less the aggregate amount of
Revolving Loans outstanding at such time, and (2) $3,000,000.
3. Amendment
of Section 2.2.1. Section 2.2.1 of the Credit Agreement
is hereby amended to read as follows:
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2.2.1 Commitment
to Make Term Loans. Subject to all of the terms and conditions of
Section 6.2 of this Agreement (including the conditions set forth in the Ninth
Amendment) and in reliance upon the representations and warranties of the
Borrower set forth herein and in the Ninth Amendment, each Lender holding a
Term
Loan Commitment hereby severally agrees to make a Term Loan to the Borrower
in
the amount of its respective Term Loan Commitment, for the purposes identified
in Section 2.12. The Term Loans shall be funded in a single
Borrowing on the same Funding Date. Each Lender's Term Loan
Commitment shall expire upon the earlier of the funding of the Term Loans or
December 31, 2007, and the Term Loans shall be paid in full no later than the
Term Loan Maturity Date.
4. Amendment
of Section 2.12. Section 2.12(a) of the Credit
Agreement is hereby amended by substituting the phrase "ProFitness Acquisition"
with the word "Merger".
5. Amendment
of Section 2.15. Section 2.15 of
the Credit Agreement is hereby amended to read as follows:
2.15 Interest
and Fees Margins. For purposes of interest and fee computations
hereunder involving the Applicable Base Rate Margin, the Applicable Eurodollar
Rate Margin, the Applicable Letter of Credit Fee Percentage and the Applicable
Commitment Fee Percentage, such margins and percentages shall be determined
as
follows:
|
Tier
|
Applicable
Eurodollar
Rate
Margin
|
Applicable
Base
Rate
Margin
|
Applicable
Letter
of
Credit
Fee
Percentage
|
Applicable
Commitment
Fee
Percentage
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||||
|
1
|
1.250%
|
0.000%
|
1.250%
|
0.300%
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||||
|
2
|
1.625%
|
0.000%
|
1.625%
|
0.300%
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||||
|
3
|
2.000%
|
0.250%
|
2.000%
|
0.375%
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||||
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4
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2.500%
|
0.500%
|
2.500%
|
0.500%
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Except
as
expressly hereinafter provided, the applicable tier at any time shall be
determined with reference to the Borrower's Funded Indebtedness to EBITDA Ratio,
as follows:
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Tier
|
Funded
Indebtedness to EBITDA Ratio
|
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1
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Less
than 1.50 to 1.00
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2
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Greater
than or equal to 1.50 to 1.00 but less than 2.25 to
1.00
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3
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Greater
than to or equal to 2.25 to 1.00 but less than 2.50 to
1.00
|
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4
|
Equal
to or greater than 2.50 to
1.00
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From
the date hereof to but not
including the first Pricing Tier Determination Date occurring after the date
of
the Ninth Amendment, Tier 4 shall be applicable. Any adjustment in
the margins set forth above shall take effect on the first Pricing Tier
Determination Date following the Fiscal Quarter as of the end of which such
ratio was calculated; provided, however, that following any failure of
the Borrower to deliver to the Administrative Agent any of the financial
statements, financial reports, certificates or other financial information
required by Section 8.1.1 or Section 8.1.2 in a timely
manner and until such failure is cured or corrected, and without limitation
of
or prejudice to any other right or remedy of the Administrative Agent, the
Lenders or the Issuing Bank in respect of such failure, Tier 4 shall be
applicable.
6. Amendments
of Subsection 3.1.2.
(a) Subsection (a)
of Section 3.1.2 of the Credit Agreement is hereby amended to read as
follows:
(a) Scheduled
Principal Payments – Term Loans. The Borrower shall make
principal payments in respect of the Term Loans in amounts and on the dates
set
forth in the following schedule:
|
Payment
Date
|
Principal
Payment Amount
|
|
|
March
31, 2008
|
$ 500,000
|
|
|
June
30, 2008
|
$1,000,000
|
|
|
September
30, 2008
|
$1,500,000
|
(b) Subsection
(c) of Section 3.1.2 of the Credit Agreement is hereby amended by adding the
following sentence at the end subsection (3) contained herein:
Notwithstanding
the foregoing, in the event any Capital Stock shall be issued prior to January
31, 2008 that causes repayment of the outstanding Revolving Loan, as provided
above, such repayment will not result in a corresponding reduction in the
Revolving Credit Commitments.
7. Amendment
of Section 8.21 Section 8.21 of the Credit Agreement is
hereby amended by deleting "Xxxxx X. Xxxx - Chief Financial Officer", and
substituting in lieu thereof "Xxxx X. Wear – Chief Financial
Officer".
8. Amendments
of Section 9.1
(a) Subsection
(c) of Section 9.1 of the Credit Agreement is hereby amended by
deleting the dollar figure “$350,000” and substituting in lieu thereof the
dollar figure “$2,500,000".
(b) Section
9.1 of the Credit Agreement is hereby amended by (a) deleting the word "and"
at
the end of clause (i), (b) relettering clause (j) as clause (m) and (c)
inserting the following new clauses (j), (k) and (l) immediately prior to
relettered clause (m):
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(j) The
$750,000 of Indebtedness of the Borrower incurred as a portion of the purchase
price for the ProFitness Acquisition and payable in accordance with the terms
of
the ProFitness Acquisition Agreement;
(k) Indebtedness
of CHD Meridian Healthcare, LLC (“CHD”) arising out of that certain Promissory
Note dated September 21, 2007 executed by CHD, as borrower, to the order of
De
Xxxx Xxxxxx Financial Services, Inc., as lender;
(l) Indebtedness
arising from Borrower’s obligations to make the Additional Purchase Price
Payment and/or the Make Whole Payment, as such terms are defined in, and
pursuant to, the ProFitness Acquisition Agreement;
9. Amendment
of
Section 10.1.4. Section 10.1.4
of the Credit Agreement is hereby amended to read as follows:
10.1.4. Minimum
EBITDA. Permit EBITDA for each period indicated below, calculated
after giving Pro Forma Effect to any relevant transaction occurring during
such
period, to be less than the amount specified for such period:
|
Period
|
Minimum
EBITDA
|
|
April
1, 2007 – December 31, 2007
|
$4,665,000
|
|
Last
Four Fiscal Quarters ending March 31, 2008
|
$6,720,000
|
|
Last
Four Fiscal Quarters ending June 30, 2008
|
$6,510,000
|
|
Last
Four Fiscal Quarters ending September 30, 2008
|
$7,185,000
|
|
Last
Four Fiscal Quarters ending December 31, 2008
|
$7,865,000
|
|
Last
Four Fiscal Quarters ending March 31, 2009
|
$7,865,000
|
10. Amendment
of Exhibit 2.10A. Exhibit 2.10A of the Credit
Agreement is hereby replaced with Exhibit 2.10A attached to this
Amendment.
11. Fees. In
consideration of the agreements of the Lenders set forth herein, the Borrower
agrees to pay to the Administrative Agent, for distribution to the Lenders
pro rata in accordance with their respective Percentages, such fees as
have been separately agreed upon in writing in the amounts and at the times
so
specified.
12. Conditions
to Effectiveness. This Amendment shall
be effective only upon the satisfaction of the following
conditions:
(a) the
Administrative Agent shall have received and approved the following financial
statements of ProFitness and its Subsidiaries:
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(i) the
audited consolidated balance sheets as of September 30, 2007 for the preceding
21 calendar months, and the related consolidated statements of income,
shareholders’ equity and cash flows for the respective fiscal years then
ended;
(ii) the
unaudited consolidated balance sheets as of December 31, 2005 and the related
consolidated statements of income, shareholders' equity and cash flows for
such
fiscal year then ended; and
(iii) comparison
financial statements of the nine (9) month periods ending September 30, 2006
and
ending September 30, 2007.
(b) the
Lenders shall have received and approved the projected balance sheets,
statements of income and statements of cash flows for the Borrower and its
Subsidiaries on a quarterly basis for Fiscal Years 2008 and 2009, prepared
or
approved by the Borrower which shall incorporate the ProFitness Acquisition
(the
"2008/2009 Projections");
(c) the
Borrower shall have executed and delivered Term Notes, in form and substance
satisfactory to Administrative Agent, evidencing the Term Loans of each
Lender;
(d) the
Borrower, each of the Guarantors, the Administrative Agent, the Issuing Bank
and
the Lenders shall have executed and delivered a counterpart of this
Amendment;
(e) the
Lenders shall have received and approved of the terms and conditions of the
acquisition of ProFitness and all material documents relating thereto,
including, the ProFitness Acquisition Agreement and, if requested by
Administrative Agent, any due diligence materials delivered or generated in
connection therewith;
(f) the
ProFitness Acquisition shall have been substantially consummated in accordance
with the terms of such approved ProFitness Acquisition Agreement and the
documentation required by Section 8.18 of the Credit Agreement shall have been
executed, as applicable, and delivered to the Administrative Agent;
(g) each
of
the representations and warranties of the Borrower contained in
Section 13 shall be true and correct in all material respects as of
the date as of which all of the other conditions contained in this
Section 12 shall have been satisfied;
(h) the
Borrower shall have paid the fees required by Section 11;
and
(i) the
Administrative Agent shall have received such documents, instruments,
certificates, opinions and approvals as it reasonably may have
requested.
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13. Representations
and Warranties of the Borrower and the
Guarantors. As an inducement to the
Lenders, the Issuing Bank and the Administrative Agent to enter into this
Amendment, the Borrower and the Guarantors hereby represent and warrant that,
on
and as of the date hereof, and taking into account the provisions hereof, (a)
in
the opinion of the management of the Borrower, (i) the assumptions used in
the
preparation of the 2008/2009 Projections were reasonable when made and, as
of
the date hereof, the management of the Borrower continues to believe that such
assumptions are reasonable and appropriate and (ii) the 2008/2009 Projections
when prepared represented a reasonable estimate of the future performance and
financial condition of the Borrower and its Subsidiaries for the periods
included therein, subject to the uncertainties and approximations inherent
in
the making of any financial projections and without assurance that the projected
performance and financial condition actually will be achieved and (b) the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects, except for
(i) representations and warranties that expressly relate to an earlier
date, which remain true and correct as of said earlier date,
(ii) representations and warranties that have become untrue or incorrect
solely because of changes permitted by the terms of the Credit Agreement and
the
other Loan Documents, and (iii) the representations and warranties set
forth in paragraphs (a), (d) and (e) of Section 7.5 of the Credit
Agreement, as to which no further representation or warranty is made
herein.
14. Effect
of Amendment; Continuing Effectiveness of Credit Agreement and Loan
Documents.
(a) Neither
this Amendment nor any other indulgences that may have been granted to the
Borrower or any Guarantor by the Administrative Agent, the Issuing Bank or
any
Lender shall constitute a course of dealing or otherwise obligate the
Administrative Agent, the Issuing Bank or any Lender to modify, expand or extend
the agreements contained herein, to agree to any other amendments to the Credit
Agreement or to grant any consent to, waiver of or indulgence with respect
to
any other noncompliance with any provision of the Loan Documents.
(b) Upon
and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to
the
Credit Agreement as modified hereby. This Amendment shall constitute
a Loan Document for all purposes of the Credit Agreement and the other Loan
Documents.
(c) Any
noncompliance by the Borrower or any Guarantor with any of the covenants, terms,
conditions or provisions of this Amendment shall constitute an Event of
Default.
(d) Except
to
the extent amended or modified hereby, the Credit Agreement, the other Loan
Documents and all terms, conditions and provisions thereof shall continue
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in
full
force and effect in all respects and shall be construed in accordance with
the
modifications of the Credit Agreement effected hereby. Without
limiting the generality of the foregoing, the Security Documents and all of
the
Collateral described therein secure and shall continue to secure the payment
of
all Obligations, in each case taking into account the modifications of the
Credit Agreement effected hereby.
(e) Upon
the
satisfaction of the conditions in Section 12, the ProFitness Acquisition
shall be deemed a "Permitted Acquisition" for purposes of Section 9.4 (j) of
the
Credit Agreement and the issuance of the Capital Stock of Borrower and the
Promissory Note that will constitute the "Share Consideration", as such term
is
defined in the ProFitness Acquisition Agreement, will each be considered to
be
an Excluded Prepayment Transaction for purposes of Section 3.1.2 (c) (3) of
the
Credit Agreement.
15. Release
and Waiver. The Borrower and the
Guarantors hereby stipulate, acknowledge and agree that they have no claims
or
causes of action of any kind whatsoever against any of the Lenders, the Issuing
Bank or the Administrative Agent arising out of or relating in any way to any
event, circumstance, action or failure to act with respect to this Amendment,
the Credit Agreement, the other Loan Documents or any matters described or
referred to herein or therein or otherwise related hereto or
thereto. The Borrower and the Guarantors hereby release all of the
Lenders, the Issuing Bank and the Administrative Agent from any and all claims,
causes of action, demands and liabilities of any kind whatsoever, whether direct
or indirect, fixed or contingent, liquidated or unliquidated, disputed or
undisputed, known or unknown, that the Borrower or any Guarantor may now or
hereafter have and that arise out of or relate in any way to any event,
circumstance, action or failure to act on or before the date of this Amendment
with respect to this Amendment, the Credit Agreement, the other Loan Documents
or any matters described or referred to herein or therein or otherwise related
hereto or thereto. The release by the Borrower and the Guarantors
herein, together with the other terms and provisions of this Amendment, are
entered into by the Borrower and the Guarantors advisedly and without
compulsion, coercion or duress, the Borrower and the Guarantors having
determined that this Amendment and all of its terms, conditions and provisions
are in the economic best interests of the Borrower and the
Guarantors. The Borrower and the Guarantors represent that they are
entering into this Amendment freely and with the advice of counsel as to their
legal alternatives.
16. Further
Actions. Each of the parties to this
Amendment agrees that at any time and from time to time upon written request
of
any other party, it will execute and deliver such further documents and do
such
further acts and things as such other party reasonably may request in order
to
effect the intents and purposes of this Amendment.
17. Counterparts. This
Amendment may be executed in multiple counterparts or copies, each of which
shall be deemed an original hereof for all purposes. One or more
counterparts or copies of this Amendment may be executed by one or more of
the
parties hereto, and some different counterparts or copies executed by one or
more of the other parties. Each counterpart or copy hereof executed
by any party hereto shall be binding upon the party executing same even though
other parties may execute one or more different counterparts or copies, and
all
counterparts or copies hereof so executed shall constitute but one and the
same
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agreement. Each
party hereto, by execution of one or more counterparts or copies hereof,
expressly authorizes and directs any other party hereto to detach the signature
pages and any corresponding acknowledgment, attestation, witness or similar
pages relating thereto from any such counterpart or copy hereof executed by
the
authorizing party and affix same to one or more other identical counterparts
or
copies hereof so that upon execution of multiple counterparts or copies hereof
by all parties hereto, there shall be one or more counterparts or copies hereof
to which is(are) attached signature pages containing signatures of all parties
hereto and any corresponding acknowledgment, attestation, witness or similar
pages relating thereto.
18. Miscellaneous.
(a) This
Amendment shall be governed by, construed and enforced in accordance with the
laws of the State of Tennessee, without reference to the conflicts or choice
of
law principles thereof.
(b) The
headings in this Amendment and the usage herein of defined terms are for
convenience of reference only, and shall not be construed as amplifying,
limiting or otherwise affecting the substantive provisions hereof.
(c) All
references herein to the preamble, the recitals or sections, paragraphs,
subparagraphs, annexes or exhibits are to the preamble, recitals, sections,
paragraphs, subparagraphs, annexes and exhibits of or to this Amendment unless
otherwise specified. The words "hereof", "herein" and "hereunder" and
words of similar import, when used in this Amendment, refer to this Amendment
as
a whole and not to any particular provision of this Amendment.
(d) Any
reference herein to any instrument, document or agreement, by whatever
terminology used, shall be deemed to include any and all amendments,
modifications, supplements, extensions, renewals, substitutions and/or
replacements thereof as the context may require.
(e) When
used
herein, (1) the singular shall include the plural, and vice versa, and the
use
of the masculine, feminine or neuter gender shall include all other genders,
as
appropriate, (2) "include", "includes" and "including" shall be deemed to be
followed by "without limitation" regardless of whether such words or words
of
like import in fact follow same, and (3) unless the context clearly indicates
otherwise, the disjunctive "or" shall include the conjunctive
"and".
IN
WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first written above.
[Remainder
of Page Intentionally Left Blank;
Signature
Pages Follow]
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[Signature
Page to Ninth Amendment to Credit Agreement
(I-trax,
Inc.) dated December 14, 2007]
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BORROWER:
|
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I-TRAX,
INC.
|
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By:
|
/s/
Xxxxx X. Xxxxxx
|
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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GUARANTORS:
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I-TRAX
HEALTH MANAGEMENT SOLUTIONS, INC.,
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a
Delaware corporation
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
|
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CONTINUUM
HEALTH MANAGEMENT SOLUTIONS, LLC
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(formerly
I-trax Health Management Solutions, LLC),
|
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a
Delaware limited liability company
|
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BY:
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I-TRAX,
INC., its sole member
|
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
|
|
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Title:
Chairman
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CHD
MERIDIAN HEALTHCARE, LLC,
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a
Delaware limited liability company
|
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BY:
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I-TRAX,
INC., its sole member
|
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By:
|
/s/
Xxxxx X. Xxxxxx
|
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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AMERICAN
OCCUPATIONAL HEALTH MANAGEMENT, INC.,
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a
Delaware corporation
|
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By:
|
/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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MEDICENTER,
INC.,
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an
Oklahoma corporation
|
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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MERIDIAN
COMP OF NEW YORK, INC.,
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a
Delaware corporation
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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CORPORATE
HEALTH DIMENSIONS, INC.,
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a
New York corporation
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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CHDM,
INC.,
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a
Delaware corporation
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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CHDM,
LLC,
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an
Indiana limited liability company
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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[Signature
Page to Ninth Amendment to Credit Agreement
(I-trax,
Inc.) dated December 14, 2007]
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ADMINISTRATIVE
AGENT, LENDER, SWINGLINE LENDER AND ISSUING
BANK:
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BANK
OF AMERICA, N.A.
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By:
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/s/
Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Senior Vice President
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