Between MISYS plc. as Company and ValueAct Capital Master Fund, L.P. as Original Lender and ValueAct Capital Management, L.P. as Agent This Agreement is entered into subject to, and with the benefit of, the terms of a Subordination Agreement.Senior Subordinated Credit Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design • England and Wales
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 17, 2008 BY AND AMONG MISYS PLC, MISYS HEALTHCARE SYSTEMS, LLC, ALLSCRIPTS HEALTHCARE SOLUTIONS INC., and PATRIOT MERGER COMPANY, LLCMerger Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2008 (this “Agreement”), by and among Misys plc, a public limited company incorporated under the laws of England (“Parent”), Misys Healthcare Systems, LLC, a North Carolina limited liability company and a wholly-owned indirect subsidiary of Parent (“Safety”), Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Receiver”), and Patriot Merger Company, LLC, a North Carolina limited liability company and a wholly-owned subsidiary of Receiver (“Merger Sub”).
Joint Filing AgreementJoint Filing Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D, and all amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Dated 29 September 2008 MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT MISYS PLC. as Company and HSBC BANK PLC as Agent and HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as Security Agent and OTHERS Ref: BG/JAI Linklaters LLPMulticurrency Revolving Credit Facility Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design • England and Wales
RELATIONSHIP AGREEMENTRelationship Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design
In order to induce Misys plc to acquire the Consideration Shares pursuant to the Merger Agreement, and in consideration of the representations, warranties, covenants and agreements set forth herein and therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, THIS AGREEMENT is entered into on March 17, 2008
FIRST AMENDMENT TO RELATIONSHIP AGREEMENTRelationship Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design
This First Amendment to Relationship Agreement (this “Amendment”) dated as of August 14, 2008 is by and between Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Misys plc, a public limited company incorporated under the laws of England and Wales (“Misys”).
