AGREEMENT AND PLAN OF MERGER Among ATHENAHEALTH, INC., ARIES ACQUISITION CORPORATION, ANODYNE HEALTH PARTNERS, INC. and THE SECURITYHOLDERS’ REPRESENTATIVES Dated as of October 5, 2009Agreement and Plan of Merger • October 5th, 2009 • Athenahealth Inc • Services-business services, nec • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5, 2009, is by and among athenahealth, Inc., a Delaware corporation (“Parent”), Aries Acquisition Corporation, a Delaware corporation (“MergerCo”), Anodyne Health Partners, Inc., a Delaware corporation (the “Company”) and Richard Maclean and Walter Beinecke, as Securityholders’ Representatives (collectively, the “Securityholders’ Representatives”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.
SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement and Limited Waiver • October 5th, 2009 • Athenahealth Inc • Services-business services, nec • Massachusetts
This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER, dated as of October 5, 2009 (this “Amendment”), modifies that certain Credit Agreement, dated as of September 30, 2008 (as amended, restated, amended and restated, extended, supplemented, modified and otherwise in effect from time to time, the “Credit Agreement”), among ATHENAHEALTH, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for itself and the other Lenders, the Swing Line Lender and the L/C Issuer. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.
