Exhibit 10.5
August 6, 2008
Allscripts Healthcare Solutions, Inc.
222 Merchandise Mart, Suite 2024
Chicago, Illinois 60654
Ladies and Gentlemen:
Allscripts Healthcare Solutions, Inc. (“Allscripts”) has requested that JPMorgan Chase Bank, National Association (“JPMCB”)
agree to act as administrative agent and that J.P. Morgan Securities Inc. (“JPMorgan”) agree to act as sole lead arranger and
sole book manager with respect to an amendment and restatement of your existing credit facility dated as of December 31, 2007
(the “Existing Credit Facility”) with JPMCB and JPMorgan. You have requested the amendment and restatement of the Existing
Credit Facility in connection with that certain Agreement and Plan of Merger dated as of March 17, 2008 (the “Merger
Agreement”) between Allscripts, Patriot Merger Company, LLC, a wholly-owned subsidiary of Allscripts (“Patriot”), Misys plc
(“Misys”), and Misys Healthcare Systems, LLC, a wholly-owned subsidiary of Misys (“MHS”), pursuant to which the
following transactions (collectively, the “Acquisition”) are contemplated: (i) Patriot will merge with and into MHS, with MHS
surviving as a wholly-owned subsidiary of Allscripts, and with Misys or one of its subsidiaries receiving shares of Allscripts
common stock in consideration thereof which, when taken together with the shares to be issued pursuant to clause (ii) of this
sentence, will result in Misys or such subsidiary owning 54.5% of Allscripts’ post-transaction fully-diluted number of shares of
common stock and (ii) Misys or one of its subsidiaries will purchase either, at Misys’ election, 18,957,142 shares of Allscripts
common stock for $331,750,000 or 18,857,142 shares of Allscripts common stock for $330,000,000. In connection with the
Acquisition and pursuant to the terms of Section 3.3 of the Merger Agreement, Allscripts will pay a special cash dividend (the
“Special Cash Dividend”) of between approximately $4.84 per share (assuming that, prior to the record date for such special
cash d