SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EBS MASTER LLC DATED AS OF APRIL 6, 2007 AND EFFECTIVE AS OF JANUARY 1, 2007Limited Liability Company Agreement • November 9th, 2007 • HLTH Corp • Services-computer processing & data preparation • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of April 6, 2007 and shall be effective as of January 1, 2007, between EBS Holdco, Inc. (“Holdco 1”), a Delaware corporation and a wholly-owned subsidiary of Emdeon Corporation, a Delaware corporation and its successors (“Parent”), ENVOY/ExpressBill, Inc., a Tennessee corporation and indirect wholly-owned subsidiary of Parent (“Holdco 2,” and, together with Holdco 1, the “Emdeon Members”), EBS Acquisition LLC, a Delaware limited liability company (“Purchaser”), and EBS Executive Incentive Plan LLC, a Delaware limited liability company (the “Plan Member”) as the Members, pursuant to the provisions of the Act, on the following terms and conditions.
