Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

 

CUSIP No.		01988P108

CUSIP No.		01988P108

CUSIP No.		01988P108

INTRODUCTORY STATEMENT

     This Amendment No. 3 (this “Amendment”) amends the Schedule 13D initially filed on October 20, 2008 (the “Original Filing”), as amended by Amendment No. 1 filed on February 11, 2009 (the “First Amendment”) and by Amendment No. 2 filed on February 26, 2010 (the “Second Amendment”), each relating to the common stock, par value $0.01, of Allscripts-Misys Healthcare Solutions, Inc. (the “Company”). Information reported in the Original Filing, as amended or superseded by information contained in the First Amendment and the Second Amendment, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

          The disclosure in Item 3 of the Second Amendment is hereby amended and supplemented by adding the following statement after the final paragraph thereof:

     Misys plc (“Misys”) has repaid in full all financial indebtedness incurred under both the Multicurrency Revolving Credit Agreement and the Senior Subordinated Credit Agreement with funds drawn from a £210 million term and multicurrency revolving credit facilities agreement dated May 26, 2009 (as amended on June 23, 2009, amended and restated on March 5, 2010 and amended on April 29, 2010) among Misys, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch (the “Term and Revolving Credit Agreement”). Misys obtained consents and releases of security from the lenders under the Term and Revolving Credit Agreement to allow it to complete the Coniston Transactions (defined and described in Item 6 below). The amended and restated Term and Revolving Credit Agreement and the subsequent amendment thereto are attached hereto as Exhibits 99.8 and 99.9, respectively, and incorporated by reference herein.

ITEM 4. PURPOSE OF TRANSACTION

          The disclosure in Item 4 of this Schedule 13D is hereby amended and restated as follows:

     Misys, through its wholly owned subsidiaries Misys Holdings Inc. (“MHI”) and Misys Patriot Limited (“MPL”), acquired 82,886,017 shares of common stock of the Company, par value $0.01 per share (“Company Common Stock”) on October 10, 2008 with the purpose of controlling the Company and realizing an economic benefit from increased value to be created by synergies between Misys Healthcare Systems, LLC and the Company. On October 10, 2008, MHI made a capital contribution of 64,028,875 shares of Company Common Stock to Misys Patriot US Holdings LLC (“MPUSH”).

     Framework Agreement

     On June 9, 2010, Misys entered into a Framework Agreement (the “Framework Agreement”) with the Company. Pursuant to the Framework Agreement, Misys and the Company agreed, among other things and subject to certain conditions, that the Company would repurchase from Misys and certain of its affiliates 24,442,083 shares of Company Common Stock and that Misys and certain of its affiliates would concurrently sell in a registered public secondary offering at least 36 million additional shares of Company Common Stock. The effect of these transactions would be to reduce Misys’ existing indirect ownership interest in the Company. As of April 7, 2010, Misys held indirectly 79,811,511 shares of Company Common Stock, representing approximately 54.6% of the aggregate voting power of the Company’s capital stock. Upon completion of the Coniston Transactions described below, Misys will hold, directly or indirectly through one of more of its subsidiaries, a maximum of 19,369,428 shares of Company Common Stock.

     Subject to the terms and conditions of the Framework Agreement, Misys and the Company have agreed that:

	•		100% of the issued and outstanding shares of an indirect subsidiary of Misys (“Newco”), which will hold 61,308,295 shares of Company Common Stock, will be transferred to the Company in exchange for 61,308,295 newly issued shares of Company Common Stock (such newly issued shares being referred to as the “Exchange Shares” and the transaction described in this bullet being referred to as the “Exchange”);
	•		The Company will repurchase from Misys or from one or more of its indirect subsidiaries 24,442,083 shares of Company Common Stock at an aggregate purchase price of $577.4 million (the “Share Repurchase”), which includes a premium of $117.4 million for the agreement by Misys to divest its control over the Company;

	•		Misys, directly or through one or more of its subsidiaries, will sell additional shares of Company Common Stock in an underwritten secondary public offering (the “Secondary Offering”); and
	•		if the Merger (as defined in Item 4) is completed, Misys will have the right to require that the Company repurchase from Misys or from one or more of its indirect subsidiaries 5,313,808 additional shares of Company Common Stock at an aggregate purchase price of $101.6 million (the “Contingent Share Repurchase”), which right may be exercised for up to 10 days after the closing of the Merger.

     The Exchange, Share Repurchase and Secondary Offering are referred to collectively as the “Coniston Transactions.”

     The closing of the Coniston Transactions is subject to certain conditions, including (i) approval of the Coniston Transactions by the shareholders of Misys, (ii) the sale of no fewer than 36 million shares of Company Common Stock in the Secondary Offering at a public offering price of no less than $16.50 per share and (iii) completion of the financing contemplated by the Commitment Letter (described below). The Framework Agreement also provides for certain termination rights for both the Company and Misys, including the right of either party to terminate the Framework Agreement if the closing of the Coniston Transactions has not been completed on or prior to December 9, 2010.

     In addition, pursuant to the terms of the Framework Agreement, Misys has also agreed to approve, by written consent, certain amendments to the Company’s Second Amended and Restated Certificate of Incorporation that would (i) increase the total number of shares of stock of all classes that the Company is authorized to issue from 200,000,000 to 350,000,000, (ii) upon the closing of the Coniston Transactions, change the name of the Company from “Allscripts-Misys Healthcare Solutions, Inc.” to “Allscripts Healthcare Solutions, Inc.”, eliminate the ability of the Company’s stockholders to act by written consent and elect that the Company be governed by Section 203 of the General Corporation Law of the State of Delaware, among other things, and (iii) upon the closing of the Merger, establish certain committee structures to implement certain agreements in the Merger Agreement and the Amended and Restated Relationship Agreement (described below) related to the board of directors.

     The Framework Agreement also provides that, in connection with potential contingent tax exposures relating to the structuring of the transactions, Misys will indemnify the Company for transaction taxes imposed on the Company or any of its affiliates as a result of the Company’s acquisition of Newco in connection with the Exchange. Misys will provide a bank guarantee in the amount of $168 million to secure this indemnification obligation. Misys will also indemnify the Company for historical taxes imposed on Newco for periods prior to the closing of the Coniston Transactions, and will provide a $45 million bank guarantee to secure this indemnification obligation.

     The Framework Agreement also provides that, upon the completion of the Exchange and the Share Repurchase, the Company and Misys will amend and restate the Relationship Agreement entered into on March 17, 2008, as amended on August 14, 2008 and January 5, 2009 (the “Amended and Restated Relationship Agreement”). Under the existing Relationship Agreement, Misys is entitled to nominate six out of the ten members of the Company’s board of directors, including the chairman of the board. When the Company and Misys enter into the Amended and Restated Relationship Agreement, Misys will be entitled to nominate two directors, which will be permanently reduced to one director if at any time Misys owns fewer than 15.5 million shares of Company Common Stock for a period of ten consecutive business days, and which right will be permanently eliminated if Misys owns fewer than 5.0% of the then outstanding shares of Company Common Stock for ten consecutive business days. The Amended and Restated Relationship Agreement will also contain a customary standstill provision, restricting Misys’ ability to acquire securities of the Company for a period of five years after the closing of the Coniston Transactions. In addition, for a period of eighteen months after the closing of the Coniston Transactions, Misys would be obligated, subject to certain exceptions, not to deploy, sell, license or market any electronic medical health record or physician practice management software, related applications or solutions in any country in the world where the Company is conducting such operations on the date of the Framework Agreement, or utilize the name “Misys” or any trade name, trademark, brand name, domain name or logo containing or associated with the name “Misys” in connection with any healthcare information technology solutions.

     The foregoing descriptions of the Framework Agreement and the Form of Amended and Restated Relationship Agreement are qualified in their entirety by the terms and conditions of the Framework Agreement and the Form of Amended and Restated Relationship Agreement, the full text of which are filed as Exhibits 99.10 and 99.11 to this report, respectively, and are incorporated herein by reference.

     Misys currently expects that at the closing of the Coniston Transactions, Kelly Barlow, Sir Dominic Cadbury, Cory Eaves and J. Michael Lawrie will resign from the board of directors of the Company and that John King and Stephen Wilson will continue as directors nominated by Misys.

     Misys currently plans to return the net proceeds of the Coniston Transactions to its shareholders, after transaction fees and a paydown of £75 million of Misys’ debt.

     Registration Rights Agreement

     In connection with the Framework Agreement, Misys and certain of its affiliates also entered into a registration rights agreement with the Company (the “Registration Rights Agreement”), which provides that for so long as Misys and its affiliates hold at least 5% of the then outstanding number of shares of Company Common Stock, Misys and its affiliates will have the right to require the Company, on not more than three occasions, to file a registration statement under the federal securities laws registering the sale of all or a portion of the shares of Company Common Stock owned by Misys and its affiliates that are not otherwise freely tradable. For a period of three years after the date of the Registration Rights Agreement, the Company also agreed to allow Misys to participate in any registration statement proposed to be effected by the Company, subject to restrictions in the event that Misys’ participation would adversely affect the Company’s registration.

     The foregoing description of the Registration Rights Agreement is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, the full text of which is filed as Exhibit 99.12 to this report and is incorporated herein by reference.

     Voting Agreements

     In connection with the Merger, Misys and certain of its affiliates entered into a voting agreement with the Company and Eclipsys pursuant to which Misys and its affiliates agreed to vote 15.5 million shares of Company Common Stock owned or held by them in favor of the Company Share Issuance.

     In connection with the Framework Agreement, Misys, the Company and Eclipsys entered into a voting agreement with ValueAct Capital Master Fund L.P. (“ValueAct”), a shareholder of Misys, pursuant to which ValueAct agreed, among other things, to vote its shares of Misys (approximately 25.7% of Misys’ outstanding shares) at the Misys general meeting in support of the transactions contemplated by the Framework Agreement.

     The foregoing descriptions of the voting agreement among Misys and certain of its affiliates, the Company and Eclipsys, and the voting agreement among Misys, ValueAct, the Company and Eclipsys, are qualified in their entirety by the terms and conditions of such voting agreements, the full texts of which are filed as Exhibits 99.13 and 99.14 to this report, respectively, and are incorporated herein by reference.

     Amendment of Shared Services Agreement

     On June 9, 2010, Misys and the Company entered into an Extension and Amendment Agreement (the “Shared Services Amendment”) to the Shared Services Agreement dated March 1, 2009 and effective as of October 10, 2008 between Misys and the Company (the “Shared Services Agreement”), which (i) extends the term of the Shared Services Agreement until the earlier of October 10, 2010 and the closing of the Coniston Transactions and (ii) provides for certain amendments to the services to be provided and the terms of service thereunder.

     The foregoing description of the Shared Services Amendment is not intended to be complete and is qualified in its entirety by reference to the Shared Services Amendment, the full text of which is filed as Exhibit 99.15 to this report and is incorporated herein by reference.

     Transitional Services Agreement

     Misys and the Company will enter into a Transitional Services Agreement to be effective from the date of closing of the Coniston Transactions (the “Transitional Services Agreement”). Pursuant to the Transitional Services Agreement, (i) the Company will provide Misys with certain financial services, tax services and information systems services and (ii) Misys will provide the Company with certain support services for its Manila facility, R&D services and information systems services. The services will be provided for varying lengths of time at fully arms-length commercially agreed rates, in each case as set out in the schedules to the Transitional Services Agreement.

     The foregoing description of the Transitional Services Agreement is not intended to be complete and is qualified in its entirety by reference to the Transitional Services Agreement, the full text of which is filed as Exhibit 99.16 to this report and is incorporated herein by reference.

     On June 9, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eclipsys Corporation, a Delaware corporation (“Eclipsys”), and Arsenal Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Eclipsys, with Eclipsys surviving as a wholly owned subsidiary of the Company (the “Merger”).

     Subject to the terms and conditions of the Merger Agreement, which has been approved and adopted by the boards of directors of both the Company and Eclipsys, at the effective time of the Merger (the “Effective Time”), each share of Eclipsys common stock, par value $0.01 per share (“Eclipsys Common Stock”), issued and outstanding immediately prior to the Effective Time, other than those shares owned by the Company, Eclipsys or any of their respective subsidiaries, will be converted into the right to receive 1.2 shares (the “Exchange Ratio”) of Company Common Stock.

     Completion of the Merger is also subject to certain conditions, including (i) adoption of the Merger Agreement by Eclipsys’ stockholders, (ii) approval of the issuance of Company Common Stock in connection with the Merger (the “Company Share Issuance”) by the Company’s stockholders, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and (iv) closing of the Coniston Transactions. The Merger Agreement also provides for certain termination rights for both the Company and Eclipsys, including the right of either party to terminate the Merger Agreement if the Merger has not been completed on or prior to December 16, 2010. Upon termination of the Merger Agreement under specified circumstances, the Company and Eclipsys may be required to pay the other party’s transaction expenses up to $5,000,000, or a termination fee of $17,675,000 or $40,000,000, depending on the date on which the Merger Agreement is terminated and the reasons for termination.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

          Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof:

     The response to Item 4 above of this Third Amendment is hereby incorporated by reference in its entirety into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     Item 7 of the Original Filing is hereby amended to add the following:

Exhibit 99.8		£210 million Term and Multicurrency Revolving Credit Facilities Agreement, dated May 26, 2009 and amended and restated on March 5, 2010, among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch.
Exhibit 99.9		Amendment, dated April 29, 2010, to £210 million Term and Multicurrency Revolving Credit Facilities Agreement dated May 26, 2009 and amended and restated on March 5, 2010 among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch.
Exhibit 99.10		Framework Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.
Exhibit 99.11		Form of Amended and Restated Relationship Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.
Exhibit 99.12		Registration Rights Agreement, dated as of June 9, 2010, by and among Misys plc, Kapiti Limited, ACT Sigmex Limited and Allscripts-Misys Healthcare Solutions, Inc.
Exhibit 99.13		Voting Agreement, dated as of June 9, 2010, by and among Misys plc, Misys Patriot US Holdings LLC, Misys Patriot Limited, Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation.
Exhibit 99.14		ValueAct Agreement, dated as of June 9, 2010, by and among Misys plc, ValueAct Capital Master Fund L.P., Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation.
Exhibit 99.15		Extension and Amendment Agreement to the Shared Services Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.
Exhibit 99.16		Form of Transitional Services Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 10, 2010

INDEX OF EXHIBITS

Exhibit No.		Description
99.8		£210 million Term and Multicurrency Revolving Credit Facilities Agreement, dated May 26, 2009 and amended and restated on March 5, 2010, among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch.
99.9		Amendment, dated April 29, 2010, to £210 million Term and Multicurrency Revolving Credit Facilities Agreement dated May 26, 2009 and amended and restated on March 5, 2010 among Misys plc, The Royal Bank of Scotland plc, HSBC Bank plc, Barclays Capital, Clydesdale Bank plc (trading as Yorkshire Bank) and KfW IPEX-Bank GmbH, London Branch.
99.10		Framework Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.
99.11		Form of Amended and Restated Relationship Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.
99.12		Registration Rights Agreement, dated as of June 9, 2010, by and among Misys plc, Kapiti Limited, ACT Sigmex Limited and Allscripts-Misys Healthcare Solutions, Inc.
99.13		Voting Agreement, dated as of June 9, 2010, by and among Misys plc, Misys Patriot US Holdings LLC, Misys Patriot Limited, Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation.
99.14		ValueAct Agreement, dated as of June 9, 2010, by and among Misys plc, ValueAct Capital Master Fund L.P., Allscripts-Misys Healthcare Solutions, Inc. and Eclipsys Corporation.
99.15		Extension and Amendment Agreement to the Shared Services Agreement, dated as of June 9, 2010, by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.
99.16		Form of Transitional Services Agreement to be entered into by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc.

Exhibit 99.8

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT

dated 5 March 2010

for

MISYS PLC

with

HSBC BANK PLC

acting as Agent

RELATING TO A FACILITY AGREEMENT DATED

26 May 2009

Ref: L-162358

Linklaters LLP

CONTENTS

CLAUSE						PAGE
	1.			Definitions and interpretation			1
	2.			Representations			1
	3.			Amendment			2
	4.			Transaction expenses			2
	5.			Miscellaneous			2
	6.			Governing law			2

THE SCHEDULES

SCHEDULE		PAGE
SCHEDULE 1 Form of Amended Agreement			4

THIS AGREEMENT is dated 5 March 2010 and made between:

(1)		MISYS PLC a company incorporated in England and Wales with company number 1360027 for itself and as agent of the Obligors (the “Company”); and
(2)		HSBC BANK PLC as agent of the Lenders (the “Agent”).

IT IS AGREED as follows:

1.		DEFINITIONS AND INTERPRETATION
1.1		Definitions
		In this Agreement:
		“Amended Agreement” means the Original Facility Agreement, as amended by this Agreement.
		“Original Facility Agreement” means the £210,000,000 term and multicurrency revolving credit facilities agreement dated 26 May 2009 as amended on 23 June 2009 between the Company, certain Subsidiaries of the Company as borrowers and guarantors, the Agent, the Arrangers named in it and the Lenders named in it.
		“Party” means a party to this Agreement.
1.2		Incorporation of defined terms
(a)		Unless a contrary indication appears, terms defined in the Original Facility Agreement have the same meaning in this Agreement.
(b)		The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.
1.3		Third Party Rights
		A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
1.4		Designation
		In accordance with the Original Facility Agreement, each of the Company and the Agent designate this Agreement as a Finance Document.
2.		REPRESENTATIONS
2.1		Repeating Representations
		Each Obligor makes the Repeating Representations, and the representations and warranties in Clause 19.5 (Validity and admissibility in evidence) and 19.7 (No filing or stamp taxes) of the Original Facility Agreement, by reference to the facts and circumstances then existing on the date of this Agreement but as if references in Clause 19 (Representations) of the Original Facility Agreement to “the Finance Documents” were instead to this Agreement and to the Amended Agreement.

2.2		Information
		The Company represents and warrants that all information supplied by or on behalf of it to the Lenders in connection with this Agreement and the Amended Agreement is true and accurate in all material respects and no information has been given or withheld that results in the information contained in this Agreement and the Amended Agreement being untrue or misleading in any material respect either when provided or as at the date of this Agreement.
3.		AMENDMENT
3.1		Amendment
		With effect from the date hereof the Original Facility Agreement shall be amended and restated in the form set out in Schedule 1 (Form of Amended Agreement).
3.2		Continuing obligations
		The provisions of the Original Facility Agreement and the other Finance Documents (including the guarantee and indemnity of each Guarantor) shall, save as amended by this Agreement, continue in full force and effect.
4.		TRANSACTION EXPENSES
		The Company shall within three Business Days of demand reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.
5.		MISCELLANEOUS
5.1		Incorporation of terms
		The provisions of Clause 31 (Notices) and Clause 38 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.
5.2		Counterparts
		This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
6.		GOVERNING LAW
		This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

Form of Amended Agreement

SIGNATURES TO AMENDMENT AND RESTATEMENT AGREEMENT

MISYS PLC

for itself and as agent for each of the other Obligors

HSBC BANK PLC

in its capacity as Agent for an on behalf of the Lenders

Dated 26 May 2009
as amended on 23 June 2009 and as amended and restated on 5 March 2010

£210,000,000

TERM AND MULTICURRENCY REVOLVING CREDIT FACILITIES AGREEMENT

for

MISYS PLC
as Company

arranged by
THE ROYAL BANK OF SCOTLAND PLC, HSBC BANK PLC, BARCLAYS CAPITAL
CLYDESDALE BANK PLC (trading as YORKSHIRE BANK)
and KFW IPEX-BANK GMBH LONDON BRANCH

with

HSBC BANK PLC
as Agent

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED
as Security Agent

Ref: BG/JAI/KN

Linklaters LLP

CONTENTS

CLAUSE				PAGE
SECTION 1
INTERPRETATION
1.		Definitions and interpretation			1
SECTION 2
THE FACILITIES
2.		The Facilities			23
3.		Purpose			25
4.		Conditions of utilisation			26
SECTION 3
UTILISATION
5.		Utilisation			28
6.		Optional Currencies			29
SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
7.		Repayment			31
8.		Prepayment and cancellation			31
SECTION 5
COSTS OF UTILISATION
9.		Interest			36
10.		Interest Periods			36
11.		Changes to the calculation of interest			37
12.		Fees			38
SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
13.		Tax gross-up and indemnities			40
14.		Increased Costs			46
15.		Other indemnities			47
16.		Mitigation by the Lenders			48
17.		Costs and expenses			48
SECTION 7
GUARANTEE
18.		Guarantee and indemnity			50
SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
19.		Representations			58
20.		Information undertakings			63
21.		Financial covenants			69
22.		General undertakings			73
23.		Events of Default			81
SECTION 9
CHANGES TO PARTIES
24.		Changes to the Lenders			86
25.		Changes to the Obligors			92

CLAUSE				PAGE
SECTION 10
THE FINANCE PARTIES
26.		Role of the Agent, the Security Agent and the Arranger			96
27.		Conduct of Business by the Finance Parties			102
28.		Sharing among the Lenders			102
SECTION 11
ADMINISTRATION
29.		Payment mechanics			104
30.		Set-off			107
31.		Notices			107
32.		Calculations and certificates			109
33.		Partial invalidity			109
34.		Remedies and waivers			109
35.		Amendments and waivers			109
36.		Counterparts			110
SECTION 12
GOVERNING LAW AND ENFORCEMENT
37.		Governing law			111
38.		Enforcement			111

THE SCHEDULES

SCHEDULE		PAGE
SCHEDULE 1 Original Parties			112
SCHEDULE 2 Conditions precedent			113
SCHEDULE 3 Requests			119
SCHEDULE 4 Mandatory Cost formulae			121
SCHEDULE 5 Form of Transfer Certificates			124
SCHEDULE 6 Form of Accession Letter			130
SCHEDULE 7 Form of Resignation Letter			131
SCHEDULE 8 Form of Compliance Certificate			132
SCHEDULE 9 Timetables			135
SCHEDULE 10 Form of Borrower Transfer Agreement			136
SCHEDULE 11 Security Agency Provisions			138
SCHEDULE 12 Form of Increase Confirmation			142

THIS AGREEMENT is dated 26 May 2009 and made between:

(1)		MISYS PLC. a company incorporated in England and Wales with company number 1360027 (the “Company”);
(2)		THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 (Original Parties) as original guarantors (together with the Company the “Original Obligors”);
(3)		THE ROYAL BANK OF SCOTLAND PLC, HSBC BANK PLC, BARCLAYS CAPITAL CLYDESDALE BANK PLC (trading as YORKSHIRE BANK) and KFW IPEX-BANK GMBH LONDON BRANCH as mandated lead arrangers (whether acting individually or together, the “Arranger”);
(4)		THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (Original Parties) as original lenders (the “Original Lenders”);
(5)		HSBC BANK PLC as agent of the Lenders (the “Agent”); and
(6)		HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as security agent for the Finance Parties (the “Security Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.		DEFINITIONS AND INTERPRETATION
1.1		Definitions
		In this Agreement:
		“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investor Services Limited.
		“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or in any other form agreed between the Company and the Agent.
		“Acquisition” has the meaning given to it in Clause 22.12 (Prohibited acquisitions).
		“Additional Borrower” means a company or partnership which becomes an Additional Borrower in accordance with Clause 25 (Changes to the Obligors).
		“Additional Guarantor” means a company or partnership which becomes an Additional Guarantor in accordance with Clause 25 (Changes to the Obligors).
		“Additional Obligor” means an Additional Borrower or an Additional Guarantor.
		“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company and, in respect of Clydesdale Bank PLC (trading as Yorkshire Bank) only, includes National Australia Bank Limited (ABN 12 004 044 937).

		“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day.
		“Agreed Form” means, in relation to a document, that:

	(a)		it is in a form initialled by or on behalf of the Company and the Agent on or before the signing of this Agreement for the purposes of identification; or
	(b)		if not falling within paragraph (a) above, it is in form and substance satisfactory to the Agent (acting reasonably) and initialled by or on behalf of the Agent for the purposes of identification.

		“Amendment Agreement” means the amendment and restatement agreement dated 5 March 2010, and entered into between the Company (for itself and on behalf of the Obligors) and the Agent as agent of the Lenders, pursuant to which this Agreement is amended and restated.
		“Allscripts” means Allscripts-Misys Healthcare Solutions, Inc.
		“Allscripts Group” means Allscripts together with its Subsidiaries from time to time.
		“Allscripts Holding Companies” means Misys Patriot Limited and Misys Patriot US Holdings LLC.
		“Anti-Terrorism Law” has the meaning given to it in Clause 19.17 (U.S. matters).
		“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
		“Availability Period” means:

	(a)		in relation to a Loan advanced for the Refinancing Purpose, the period from and including the date of this Agreement to and including the date falling 14 days after the date of this Agreement; and
	(b)		in relation to a Facility B Loan advanced for any other purpose, the period from and including the date of this Agreement to and including the date falling one month before the Termination Date applicable to Facility B.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

	(a)		the Base Currency Amount of its participation in any outstanding Loans under that Facility; and
	(b)		in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Utilisation under Facility B only, that Lender’s participation in any Facility B Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

		“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.
		“Base Case” means the economic base case model in relation to the Group, prepared by the Company dated April 2009.
		“Base Currency” or “£” means pounds sterling.
		“Base Currency Amount” means the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment or prepayment of the Loan.
		“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).
		“Borrower” means a Facility A Borrower or a Facility B Borrower.
		“Borrower Transfer Agreement” means an agreement effecting a transfer of Loans between Borrowers in accordance with Clause 25.8 (Transfer of Loans between Borrowers) in the form of Schedule 10 (Form of Borrower Transfer Agreement) with such amendments as the Agent and the Company may agree.
		“Break Costs” means the amount (if any) by which:

(a)

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

		“Budget” means each budget supplied under and complying with Clause 20.4 (Annual Budget).
		“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and:

	(a)		(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or
	(b)		(in relation to any date for payment or purchase of euro) any TARGET Day.

		“Charged Assets” means the assets over which Security is expressed to be created pursuant to any Security Document.
		“Code” means, at any date, the United States Internal Revenue Code of 1986, as the same may be in effect at such date.

“Commitment” means a Facility A Commitment or Facility B Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Company, any Obligor, the Group, the Finance Documents or a Facility in respect of which a Finance Party becomes aware in its capacity as a Finance Party or which is received by a Finance Party in relation to the Finance Documents or the Facilities from either:

	(a)		any member of the Group or any of its advisers, or
	(b)		another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

	(i)		is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of a Finance Document or any confidentiality undertaking; or
	(ii)		is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
	(iii)		is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the form recommended by the LMA or in any other form agreed between the Company and the Agent.

“CTA” means the Corporation Tax Act 2009.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

	(a)		purchases by way of assignment or transfer;
	(b)		enters into any sub-participation in respect of; or
	(c)		enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

	(a)		which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);
	(b)		which has otherwise rescinded or repudiated a Finance Document; or
	(c)		with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

	(A)		administrative or technical error; or
	(B)		a Disruption Event; and

			payment is made within five Business Days of its due date; or
	(ii)		the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Disruption Event” means either or both of:

	(a)		a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
	(b)		the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

	(i)		from performing its payment obligations under the Finance Documents; or
	(ii)		from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dormant Company” means a company:

	(a)		which has been dormant since its incorporation or since the end of its previous financial year (and for this purpose “dormant” has the meaning given to it in Section 1169(1) of the Companies Act 2006);
	(b)		the value of whose total assets is less than £5,000 (or its equivalent in another currency or currencies); and
	(c)		which holds no shares in any other person (other than another Dormant Company).

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law in any jurisdiction in which any member of the Restricted Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health.

“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Restricted Group conducted on or from the properties owned or used by the relevant member of the Restricted Group.

“Equity Offering” means the issue after the date of this Agreement by a member of the Restricted Group of any share capital or any option, warrant or other right to call for the issue of or allotment of, subscribe for, purchase or otherwise acquire any of its share capital (including any right of pre-emption, conversion or exchange) by way of public offer, private placement or rights issue other than to another member of the Restricted Group.

“Equity Offering Proceeds” means the cash proceeds of any Equity Offering received by a member of the Restricted Group (other than to the extent such proceeds constitute Net Debt Proceeds) after deducting:

	(a)		fees and transaction costs properly incurred in connection with that Equity Offering; and
	(b)		any Taxes payable or reserved against in accordance with GAAP in connection with that Equity Offering,

but ignoring any Equity Offering where the cash proceeds of such Equity Offering (after the applicable deductions specified above) do not exceed £1,500,000.

“ERISA” means, at any date, the United States Employee Retirement Income Security Act of 1974, and the regulations promulgated and rulings issued under it, all as the same may be in effect at such date.

“ERISA Affiliate” means, in relation to the Company, any person (as defined in section 3(9) of ERISA) which, together with the Company, is treated as a “single employer” under sections 414(b), (c), (m) or (o) of the Code.

“EURIBOR” means, in relation to any Loan in euro:

	(a)		the applicable Screen Rate; or
	(b)		(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.

“Event of Default” means any event or circumstance specified as such in Clause 23 (Events of Default).

“Existing Financial Indebtedness” means all existing Financial Indebtedness incurred by any member of the Group, under the Existing Revolving Facility Agreement and the Existing Subordinated Facility Agreement.

“Existing Revolving Facility Agreement” means the multicurrency revolving credit agreement dated 29 September 2008 (as amended) between, amongst others, the Company and certain financial institutions.

“Existing Security” means all security interests granted by Misys Holdings Limited or Misys Holdings Inc. to the Security Agent under or pursuant to the Existing Revolving Facility Agreement.

“Existing Subordinated Facility Agreement” means the subordinated loan agreement dated 29 September 2008 (as amended) between, among others, the Company and Value Act Capital Master Fund, L.P.

“Facility” means Facility A or Facility B.

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

“Facility A Borrower” means:

	(a)		the Company; and
	(b)		any Additional Borrower under Facility A,

unless it has ceased to be a Facility A Borrower in accordance with Clause 25 (Changes to the Obligors).

“Facility A Commitment” means:

	(a)		in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility A Commitment” in Part II of Schedule 1 (Original Parties) and the amount of any other Facility A Commitment transferred or assigned to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and
	(b)		in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred or assigned to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility A Lender” means:

	(a)		any Original Lender; and
	(b)		any bank, financial institution, trust, fund or other entity which has become a Facility A Lender in accordance with Clause 2.2 (Increase) or Clause 24 (Changes to the Lenders),

which, in each case, has not ceased to be a Facility A Lender in accordance with this Agreement.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility B” means the revolving credit facility made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).

“Facility B Borrower” means:

	(a)		the Company; and
	(b)		any Additional Borrower under Facility B,

unless it has ceased to be a Facility B Borrower in accordance with Clause 25 (Changes to the Obligors).

“Facility B Commitment” means:

	(a)		in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility B Commitment” in Part II of Schedule 1 (Original Parties) and the amount of any other Facility B Commitment transferred or assigned to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and
	(b)		in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred or assigned to it under this Agreement,

to the extent not cancelled, reduced, transferred or assigned by it under this Agreement.

“Facility B Lender” means:

	(a)		any Original Lender; and
	(b)		any bank, financial institution, trust, fund or other entity which has become a Facility B Lender in accordance with Clause 2.2 (Increase) or Clause 24 (Changes to the Lenders),

which, in each case, has not ceased to be a Facility B Lender in accordance with this Agreement.

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means each letter dated on or about the date hereof between, as the case may be, the Agent and the Company (or the Security Agent and the Company or the Arranger and the Company) setting out the fees referred to in Clause 12 (Fees) or paragraph (e) of Clause 2.2 (Increase).

“Finance Document” means this Agreement, any Fee Letter, any Accession Letter, any Security Document, any Resignation Letter, any Borrower Transfer Agreement and any other document designated as such by the Agent and the Company.

“Finance Party” means the Agent, the Arranger, the Security Agent or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

	(a)		moneys borrowed;
	(b)		any amount raised by acceptance under any acceptance credit facility;
	(c)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)		the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;
	(e)		receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis);
	(f)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing other than a purchase agreement for assets or services (i) acquired in the ordinary course of trading, or (ii) under which the purchase price is payable 90 days or less after the supply of those goods or services;
	(g)		any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
	(h)		any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
	(i)		any amount raised by the issue of redeemable shares; or
	(j)		(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above,

excluding any indebtedness owed by one member of the Restricted Group to another.

A certificate signed by both the Company and the Agent specifying that certain indebtedness is, or is not, Financial Indebtedness shall be conclusive.

“Financial Quarter” means the period commencing on the day immediately following a Quarter Date and ending on the next Quarter Date.

“Funds Flow Memorandum” means the sources and uses report showing the funds flow on the Refinancing Completion Date in the Agreed Form prepared by the Company.

“GAAP” means, in relation to an Obligor, generally accepted accounting principles in its jurisdiction of incorporation including IFRS.

“Group” means, at any time, the Company and its Subsidiaries from time to time.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 25 (Changes to the Obligors).

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged or received under the laws applicable to any Obligor or any Finance Party which are presently in effect or, to the extent allowed by law, under such

applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means the international financial accounting standards issued by the International Accounting Standards Board, part of the International Accounting Standards Committee Foundation as adopted by the European Union.

“Impaired Agent” means the Agent at any time when:

	(a)		it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
	(b)		the Agent otherwise rescinds or repudiates a Finance Document;
	(c)		(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or
	(d)		an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by:

	(A)		administrative or technical error; or
	(B)		a Disruption Event; and

			payment is made within five Business Days of its due date; or
	(ii)		the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to it in Clause 2.2 (Increase).

“Information Memorandum” means the document concerning the Group which is to be prepared, at the Company’s request and on its behalf, in relation to this transaction and approved by the Company.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

	(a)		is dissolved (other than pursuant to a consolidation, amalgamation or merger);
	(b)		becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
	(c)		makes a general assignment, arrangement or composition with or for the benefit of its creditors;
	(d)		institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding

			seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
	(e)		has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

	(i)		results in a judgement of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
	(ii)		is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

	(f)		has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;
	(g)		has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
	(h)		seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
	(i)		has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
	(j)		causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or
	(k)		takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence, in any of the foregoing acts.

“ITA” means the Income Tax Act 2007.

“Interest Period” means:

	(a)		in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods); and
	(b)		in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

“IRS” means the United States Internal Revenue Service (or any successor thereto).

“Lender” means a Facility A Lender or a Facility B Lender.

“Liabilities” has the meaning given to that term in the Security Documents.

“LIBOR” means, in relation to any Loan:

	(a)		the applicable Screen Rate; or
	(b)		(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.

“LMA” means the Loan Market Association.

“Loan” means a Facility A Loan or a Facility B Loan.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Majority Lenders” means a Lender or Lenders whose participations in Loans and undrawn Commitments aggregate more than 66⅔ per cent. of the aggregate of all the Loans then outstanding and the then undrawn Total Commitments.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae).

“Margin” means:

	(a)		prior to the delivery of the first Compliance Certificate pursuant to Clause 20.2 (Compliance Certificate), 3.25 per cent. per annum;
	(b)		until the date falling six months after the first Utilisation Date of Facility A, the higher of the rate per annum specified in paragraph (a) above and the rate per annum specified by reference to the ratio of Net Borrowings to Adjusted EBITDA, as per the table below (calculated by reference to the most recent Compliance Certificate); and
	(c)		after the date falling six months after the first Utilisation Date of Facility A, the rate per annum specified by reference to the ratio of Net Borrowings to Adjusted EBITDA, as per the table below;

Ratio of Net Borrowings to Adjusted		Margin
EBITDA		(%)
Greater than 2.50 : 1			3.50
Greater than 2.00 : 1 but less than or equal to 2.50 : 1			3.25

Ratio of Net Borrowings to Adjusted		Margin
EBITDA		(%)
Greater than 1.50 : 1 but less than or equal to 2.00 : 1			2.75
Less than or equal to 1.50 : 1			2.50

For the purpose of determining the Margin:

	(i)		each of “Adjusted EBITDA”, “Net Borrowings” and “Relevant Period” has the meaning given to it in Clause 21.1 (Financial definitions);
	(ii)		the ratio of Net Borrowings to Adjusted EBITDA shall be determined by reference to the most recent Compliance Certificate delivered to the Agent pursuant to Clause 20.2 (Compliance Certificate); and
	(iii)		any adjustment to the Margin shall take effect from the date falling three Business Days after receipt by the Agent of a Compliance Certificate delivered to it pursuant to Clause 20.2 (Compliance Certificate) save for an adjustment resulting from the occurrence of an Event of Default or from a Compliance Certificate not being delivered in accordance with Clause 20.2 (Compliance Certificate), which shall apply immediately upon the date the relevant Event of Default or, as the case may be, non-delivery occurs,

provided that the Margin shall be the highest rate specified in the relevant table if and for so long as an Event of Default is continuing or any Compliance Certificate has not been delivered in accordance with Clause 20.2 (Compliance Certificate).

“Margin Regulations” means Regulations T, U and X of the Board.

“Margin Stock” means “margin stock” or “margin security” within the meaning of the Margin Regulations.

“Material Adverse Effect” means a material adverse effect on:

	(a)		the business, assets or financial condition of the Restricted Group taken as a whole;
	(b)		the ability of the Obligors taken as a whole to perform and comply with their payment obligations and the financial covenants under any Finance Document; or
	(c)		the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority and ranking of any of that Security.

“Merger” means the merger of a wholly owned subsidiary of Allscripts with and into Misys Healthcare Systems, LLC on 10 October 2008.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

	(a)		(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(b)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(c)		if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

“Net Debt Proceeds” means the cash or cash equivalent proceeds received by a member of the Restricted Group in connection with any Financial Indebtedness borrowed or issued after the date of this Agreement other than:

	(i)		under the Finance Documents;
	(ii)		from another member of the Group;
	(iii)		under hedging or other derivative transactions entered into in the ordinary course of trading for non-speculative transactions;
	(iv)		working capital facilities made available in the United States in a principal amount not exceeding $6,000,000;
	(v)		working capital facilities made available in the United Kingdom in a principal amount not exceeding £15,000,000,

after deducting:

	(a)		any transaction costs and up-front fees properly incurred in connection with the raising of that Financial Indebtedness; and
	(b)		any amount of such proceeds that are raised to refinance existing Financial Indebtedness of any member of the Restricted Group.

“Net Proceeds” means Equity Offering Proceeds, Net Debt Proceeds or Net Sale Proceeds.

“Net Sale Proceeds” means the cash or cash equivalent proceeds (including, when received, the cash or cash equivalent proceeds of any deferred consideration, whether by way of adjustment to the purchase price or otherwise, and any amount received in repayment of any intercompany debt owed by any Subsidiary that is subject to the relevant disposal) received by a member of the Restricted Group in connection with the sale, transfer or other disposal by any member of the Restricted Group to a person that is not a member of the Restricted Group of an asset (but excluding any sale, transfer or other disposal which constitutes a Permitted Buyback) for a cash consideration exceeding £3,500,000 per disposal (or its equivalent in another currency or currencies) in respect of any disposal falling within paragraphs (b)(ii), (iii), (v), (viii) or (ix) of Clause 22.5 (Disposals)) but excluding any sale, transfer or other disposal which constitutes a Permitted Buyback, and after deducting:

	(a)		any Taxes payable or reserved against in accordance with GAAP in connection with the relevant sale, transfer or disposal;
	(b)		any transaction costs incurred in connection with the relevant sale, transfer or disposal; and
	(c)		if applicable, an amount equal to any provision which the Company reasonably determines it is required to make in its financial statements in accordance with GAAP to reflect its potential liability under the representations, undertakings or indemnities given in connection with the relevant sale, transfer or disposal,

provided further, for the purposes of Clause 8.3 (Net Proceeds) only, that such proceeds have not been applied within six months of receipt towards the purchase of other assets for use in the Group’s core business or related activities.

“Obligor” means a Borrower or a Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means:

	(a)		in relation to the Company, its audited consolidated financial statements for its financial year ended 31 May 2008; and
	(b)		in relation to each Additional Obligor, its financial statements delivered by it pursuant to Part II of Schedule 2 (Conditions precedent), if any, or the first set of audited financial statements delivered pursuant to Clause 20.1 (Financial statements).

“Original Obligor” means the Company or an Original Guarantor.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement and includes its successors in title, permitted assigns and permitted transferees.

“Pensions Notice” means:

	(a)		a contribution notice issued under section 38 or section 47 of the Pensions Act 2004; or
	(b)		a financial support direction issued under section 43 of the Pensions Act 2004,

in each case issued by the Pensions Regulator to an Obligor in respect of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993).

“Pensions Regulator” means the Pensions Regulator to be established under section 1 of the Pensions Act 2004.

“Permitted Buyback” means a buy back of shares by Allscripts, provided that the Restricted Group shall immediately following such buy back own at least 54.5% of the share capital of Allscripts on a fully diluted basis.

“Phase One Guarantor” means Kapiti Limited, Summit Systems International Limited, Misys International Banking Systems Limited, Misys IQ Limited, Misys Holdings Limited and Misys Holdings Inc.

“Phase Two Guarantor” means an Additional Guarantor incorporated, organised or existing under the laws of a Phase Two Jurisdiction, which is not a Phase One Guarantor.

“Phase Two Jurisdiction” means England and Wales, any state of the United States, Germany and Luxembourg.

“Phase Three Guarantor” means an Additional Guarantor incorporated, organised or existing under the laws of any jurisdiction other than a Phase Two Jurisdiction..

“Principal Subsidiary” means, at any time, a member of the Restricted Group (other than the Company) whose total gross assets (less goodwill), gross revenues or operating profits represent 5 per cent. or more of the consolidated total gross assets (less goodwill), gross revenues or operating profits of the Restricted Group (calculated on a consolidated basis).

For the purpose of determining whether or not a member of the Restricted Group is a Principal Subsidiary:

	(a)		in the case of a member of the Restricted Group which itself has Subsidiaries within the Restricted Group, the calculation shall be made by comparing the consolidated total gross assets (less goodwill), gross revenues or operating profits of it and its Restricted Subsidiaries to those of the Restricted Group;
	(b)		revenues which arise from transactions between members of the Restricted Group and which would be eliminated in the consolidated accounts of the Group shall be excluded;
	(c)		the total gross assets (less goodwill), gross revenues or operating profits of a member of the Restricted Group shall be calculated by reference to its financial statements which were consolidated into the Original Financial Statements of the Company or the Company’s most recent audited consolidated financial statements delivered pursuant to Clause 20.1 (Financial statements);
	(d)		the total gross assets (less goodwill), gross revenues or operating profits of the Restricted Group shall be calculated by reference to the Original Financial Statements of the Company or its most recent consolidated audited financial statements delivered pursuant to Clause 20.1 (Financial statements), adjusted as appropriate to reflect the total gross assets (less goodwill), gross revenues or operating profits of any person which has become or ceased to be a member of the Restricted Group after the end of the financial period to which those accounts relate;
	(e)		on a Principal Subsidiary of the Restricted Group transferring all or substantially all of its assets to another member of the Restricted Group, the transferor (if it is not the Holding Company of the transferee) shall cease to be a Principal Subsidiary and (if the

transferee is not the Company or a Principal Subsidiary) the transferee shall become a Principal Subsidiary;

	(f)		a member of the Restricted Group (if not already a Principal Subsidiary) shall become a Principal Subsidiary on completion of any other intra-Group transfer or reorganisation if it would fulfil any of the tests in the first paragraph of this definition, were all relevant accounts to be prepared as at the completion of that transfer or reorganisation on the basis of the Original Financial Statements of the Company or its most recent consolidated audited financial statements delivered pursuant to Clause 20.1 (Financial statements), adjusted as appropriate to reflect the matters referred to in paragraph (d) above and to reflect all such transfers or reorganisations after the date of those then latest audited consolidated accounts of the Group;
	(g)		except as provided in paragraph (e) above, once a person has become a Principal Subsidiary, it shall remain one until it has been demonstrated to the reasonable satisfaction of the Majority Lenders that it has ceased to fulfil the requirements of this definition; and
	(h)		a certificate signed by a director of the Company that a member of the Restricted Group is or is not a Principal Subsidiary or certifying any adjustment referred to in paragraph (d) above shall, in the absence of manifest error, be conclusive and binding on all Parties.

“Qualifying Lender” has the meaning given to it in Clause 13 (Tax gross-up and indemnities).

“Quarter Date” means each of 28 February, 31 May, 31 August and 30 November.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

	(a)		(if the currency is sterling) the first day of that period;
	(b)		(if the currency is euro) two TARGET Days before the first day of that period; or
	(c)		(for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Reference Banks” means, in relation to LIBOR, EURIBOR and Mandatory Cost, the principal London offices of The Royal Bank of Scotland plc., HSBC Bank plc, Barclays Bank PLC and Clydesdale Bank PLC.

“Refinancing” means the refinancing in full of all Existing Financial Indebtedness in accordance with the Funds Flow Memorandum together with the release of all Existing Security.

“Refinancing Completion Date” means the first Utilisation Date of Facility A.

“Refinancing Costs” means all fees, costs and expenses and stamp, registration, notarial and similar Taxes or charges and all breakage and other refinancing costs incurred by the Company in connection with the Refinancing.

“Refinancing Purpose” means the purpose set out in paragraphs (a) and (b)(i) of Clause 3.1 (Purpose).

“Regulation D” means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation D Cost” means, in relation to a Lender’s participation in a Loan made to a Borrower (or deposits maintained by a Lender to fund that participation), any amount certified by that Lender from time to time to be the actual cost to it of complying with Regulation D (or any similar US reserve requirement) in respect of that participation or deposit without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. It is agreed that, for the purpose of calculating any Regulation D Cost, the relevant participation or deposit shall be deemed to constitute “Eurocurrency Liabilities” under Regulation D and to be subject to such reserve requirements without the benefit of, or credit for, proration, exceptions or offsets which may be available from time to time under Regulation D.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Interbank Market” means, in relation to euro, the European interbank market and in relation to any other currency, the London interbank market.

“Relevant Period” has the meaning specified in Clause 21.1 (Financial definitions).

“Repeating Representations” means each of the representations set out in Clauses 19.1 (Status) to 19.6 (Governing law and enforcement) and, subject to paragraph (a) of Clause 19 (Representations), Clause 19.17 (U.S. matters).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restricted Group” means the Company and its Subsidiaries from time to time, excluding the Allscripts Group.

“Restricted Subsidiary” means a member of the Restricted Group (other than the Company).

“Rollover Loan” means one or more Facility B Loans:

	(a)		made or to be made on the same day that one or more maturing Facility B Loans are due to be repaid;
	(b)		the aggregate amount of which is equal to or less than the maturing Facility B Loan(s);
	(c)		in the same currency as the maturing Facility B Loan(s) (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

(d)

made or to be made to the same Borrower for the purpose of refinancing a maturing Facility B Loan(s).

“Screen Rate” means:

	(a)		in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period; and
	(b)		in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Document” means any agreement or instrument entered or to be entered into by an Obligor under which security is expressed to be created in favour of the Finance Parties in respect of the obligations of one or more Obligors under the Finance Documents.

“Security Release Date” has the meaning given to it in Clause 25.7(a) (Release of Guarantors).

“Security Release Notice” has the meaning given to it in Clause 25.7(a) (Release of Guarantors).

“Security Release Satisfaction Date” means the first date on which a Compliance Certificate is delivered by the Company showing that the ratio of Net Borrowings to Adjusted EBITDA has been below 2.00:1 for the Relevant Periods ending on either (i) the first three consecutive testing dates falling immediately after the date hereof or thereafter (ii) four consecutive Test Dates.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods) in relation to Facility A.

“Share Buy Backs” means the purchase of shares in the Company by the Company.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables).

“Subsidiary” means, in relation to any company, a company:

	(a)		which is controlled, directly or indirectly, by the first mentioned company;
	(b)		more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company; or
	(c)		which is a Subsidiary of another Subsidiary of the first mentioned company,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body or similarly directs its affairs.

“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system and the European Central Bank’s payment mechanism which began operations on 4 January 1999.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means:

	(a)		until such time as TARGET is permanently closed down and ceases operations, any day on which both TARGET and TARGET2 are; and
	(b)		following such time as TARGET is permanently closed down and ceases operations, any day on which TARGET2 is,

open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Taxes Act” means the Income and Corporation Taxes Act 1988.

“Termination Date” means the date which is 36 months after the date of this Agreement.

“Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being £210,000,000 at the date of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being £80,000,000 at the date of this Agreement.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being £130,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in one of the forms set out in Schedule 5 (Form of Transfer Certificates) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to a transfer, the later of:

	(a)		the proposed Transfer Date specified in the Transfer Certificate; and
	(b)		the date on which the Agent executes the Transfer Certificate.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” and “United States” mean the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

“U.S. Borrower” means a Borrower that is a U.S. Debtor or a U.S. Person.

“U.S. Debtor” means an Obligor that is created or organised under the laws of the United States or any State of the United States that has a place of business or property in the United States.

“U.S. Guarantor” means a Guarantor that is a U.S. Debtor or a U.S. Person

“U.S. Person” means a “United States person” as defined in Section 7701(a)(30) of the Code.

“USA Patriot Act” has the meaning given to it in Clause 19.17 (U.S. matters).

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

	(i)		the “Agent”, the “Arranger”, the “Security Agent”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
	(ii)		“assets” includes present and future properties, revenues and rights of every description;
	(iii)		a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;
	(iv)		“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
	(v)		a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
	(vi)		a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
	(vii)		the “equivalent” on any date in one currency (the “first currency”) of an amount denominated in another currency (the “second currency”) is a reference to the amount of the first currency which could be purchased with the amount of the second currency at the spot rate of exchange quoted by the Agent at or about 11.00 a.m. on such date for the purchase of the first currency with the second currency;
	(viii)		a provision of law is a reference to that provision as amended or re-enacted;
	(ix)		a time of day is a reference to London time; and
	(x)		“Barclays Capital” means Barclays Capital the investment banking division of Barclays Bank PLC.

(b)		Mentioning anything after “include”, “includes” or “including” does not limit what else might be included.
(c)		Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(d)		Section, Clause and Schedule headings are for ease of reference only.
(e)		Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(f)		A Default or an Event of Default is “continuing” if it has not been remedied or waived.
(g)		A reference to an Obligor’s jurisdiction of incorporation shall, in the case of a partnership, be construed as a reference to such partnership’s jurisdiction of formation or registration.
(h)		A reference to the “Adjusted EBITDA”, “Borrowings”, “Cash and Cash Equivalents”, “consolidated gross revenues”, “consolidated total gross assets (less goodwill)”, “EBITDA”, “Net Borrowings”, “Net Interest Payable”, “operating profits” or “PBIT” of the Restricted Group (or any member of it) shall be to that of the Restricted Group (or any member of it) excluding and without consolidating the Adjusted EBITDA, Borrowings, Cash and Cash Equivalents, consolidated gross revenues, consolidated total gross assets (less goodwill), EBITDA, Net Borrowings, Net Interest Payable, operating profits or PBIT (as applicable) of each member of the Allscripts Group.
1.3		Currency symbols and definitions
		A reference to:

	(a)		“$” and “dollars” is a reference to the lawful currency of the United States;
	(b)		“£” and “sterling” is a reference to the lawful currency of the United Kingdom; and
	(c)		“EUR” and “euro” is a reference to the single currency unit of the Participating Member States.

1.4		Third party rights
(a)		Except as provided in a Finance Document, the terms of a Finance Document may be enforced only by a party to it and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
(b)		Notwithstanding any provision of any Finance Document, the Parties to a Finance Document do not require the consent of any third party to rescind or vary any Finance Document at any time.

SECTION 2

THE FACILITIES

2.		THE FACILITIES
2.1		The Facilities
		Subject to the terms of this Agreement:
(a)		the Lenders make available to the Facility A Borrowers a term loan facility in the Base Currency in an aggregate amount equal to the Total Facility A Commitments; and
(b)		the Lenders make available to the Facility B Borrowers a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility B Commitments.
2.2		Increase
(a)		The Company may by giving prior notice to the Agent by no later than the date falling 45 Business Days after the effective date of a cancellation of:

	(i)		the Available Commitments of a Defaulting Lender in accordance with Clause 8.9 (Right of cancellation in relation to a Defaulting Lender); or
	(ii)		the Commitments of a Lender in accordance with Clause 8.1 (Illegality),

request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

	(iii)		the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Company (each of which shall not be a member of the Group and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;
	(iv)		each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;
	(v)		each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;
	(vi)		the Commitments of the other Lenders shall continue in full force and effect; and
	(vii)		any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)

An increase in the Total Commitments will only be effective on:

	(i)		the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and
	(ii)		in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such increase to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender.

(c)		Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement.
(d)		Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £1,750 and the Company shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2.
(e)		The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.
(f)		Clause 24.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

	(i)		an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;
	(ii)		the “New Lender” were references to that “Increase Lender”; and
	(iii)		a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.3		Lenders’ rights and obligations
(a)		The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b)		The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
(c)		A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.4		Obligors’ agent
(a)		Each Obligor (other than the Company) irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

	(i)		the Company on its behalf to supply all information concerning itself contemplated by the Finance Documents to the Finance Parties and to give and receive all notices, consents and instructions (including Utilisation Requests), to agree, accept and execute on its behalf all documents in connection with the Finance Documents (including amendments and variations of, and consents under, any Finance Document) and to execute any new Finance Document and to take such other action as may be necessary or desirable under, or in connection with, the Finance Documents; and
	(ii)		each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company.

(b)

Each Obligor (other than the Company) confirms that:

	(i)		it will be bound by any action taken by the Company under, or in connection with, any Finance Document; and
	(ii)		each Finance Party may rely on any action purported to be taken by the Company on behalf of that Obligor.

2.5		Acts of the Company
(a)		The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

	(i)		any actual or purported irregularity in any act done, or failure to act, by the Company;
	(ii)		the Company acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or
	(iii)		any actual or purported failure by, or inability of, the Company to inform any Obligor of receipt by it of any notification under the Finance Documents.

(b)		In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.
3.		PURPOSE
3.1		Purpose
(a)		Each Facility A Borrower shall apply all amounts borrowed by it under Facility A towards:

	(i)		repaying in full the Existing Financial Indebtedness; and
	(ii)		financing the Refinancing Costs;

in each case in accordance with the Funds Flow Memorandum.

(b)

Each Facility B Borrower shall apply all amounts borrowed by it under Facility B towards:

(i)

(A)

repaying in full the Existing Financial Indebtedness; and

(B)

financing the Refinancing Costs; and

			in each case in accordance with the Funds Flow Memorandum; and
	(ii)		the general corporate purposes of the Restricted Group.

3.2		Monitoring
		No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4.		CONDITIONS OF UTILISATION
4.1		Initial conditions precedent
		The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if, on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.
4.2		Further conditions precedent
		The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if, on each of the date of the Utilisation Request and the proposed Utilisation Date:

	(a)		in relation to a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan, and, in relation to any other Loan, no Default is continuing or would result from the proposed Loan; and
	(b)		the Repeating Representations to be made by each Obligor are true in all material respects.

4.3		Conditions relating to Optional Currencies
(a)		A currency will constitute an Optional Currency in relation to a Loan if:

	(i)		it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and
	(ii)		it has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan except that no such approval shall be required for that Loan if it is to be denominated in dollars or euro.

(b)

If, by the Specified Time, the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

	(i)		whether or not the Lenders have granted their approval; and
	(ii)		if approval has been granted, the minimum amount (and, if required, whole multiples) for any subsequent Utilisation in that currency.

4.4		Maximum number of Loans
(a)		A Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation:

	(i)		more than two Facility A Loans would be outstanding; or
	(ii)		more than five Facility B Loans would be outstanding.

(b)		Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.
4.5		Drawing of Facilities
		Facility B shall not be utilised unless Facility A has been utilised in full or (in respect of the first Utilisation of Facility B under this Agreement) will be utilised in full on the same date).

SECTION 3

UTILISATION

5.		UTILISATION
5.1		Delivery of a Utilisation Request
		A Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.
5.2		Completion of a Utilisation Request
(a)		Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

	(i)		it identifies the Facility to be utilised;
	(ii)		it identifies the relevant Borrower;
	(iii)		the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;
	(iv)		the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
	(v)		the proposed Interest Period complies with Clause 10 (Interest Periods); and
	(vi)		it specifies the account and bank (which must be in the principal financial centre of the country of the currency of the Utilisation or, in the case of euro, the principal financial centre of a Participating Member State in which banks are open for general business on that day or London) to which the proceeds of the Utilisation are to be credited.

(b)		Only one Loan may be requested in each Utilisation Request.
5.3		Currency and amount
(a)		The currency specified in a Utilisation Request must be the Base Currency or, in relation to Facility B only, an Optional Currency.
(b)		The amount of the proposed Loan must be:

(i)

if the currency of the proposed Loan is to be the Base Currency:

	(A)		a minimum of £10,000,000 and a whole multiple of £5,000,000 for Facility A; and
	(B)		a minimum of £1,000,000 and a whole multiple of £500,000 for Facility B,

			or, if less, the Available Facility (or such other amount as may be agreed between the Company and the Agent);
	(ii)		if the currency selected is dollars, a minimum of $3,000,000 and a whole multiple of $1,000,000 of Facility B or in either case, if less, the Available Facility (or such other amount as may be agreed between the Company and the Agent);
	(iii)		if the currency selected is euro, a minimum of EUR 2,000,000 and a whole multiple of EUR 1,000,000 of Facility B or in either case, if less, the Available Facility (or such other amount as may be agreed between the Company and the Agent); or

	(iv)		if the currency selected is an Optional Currency other than dollars or euro, the minimum amount (or a whole multiple, if required) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility; and
	(v)		in any event, such that its Base Currency Amount is less than or equal to the Available Facility.

5.4		Lenders’ participation
(a)		If the conditions set out in this Agreement have been met, each Lender participating in a Facility shall make its participation in each Loan under that Facility available by the Utilisation Date through its Facility Office.
(b)		The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately prior to making the Loan.
(c)		The Agent shall determine the Base Currency Amount of each Facility B Loan which is to be made in an Optional Currency and shall by the Specified Time notify:

	(i)		each Facility A Lender of the amount of each Facility A Loan and the amount of its participation in that Loan; and
	(ii)		each Facility B Lender of the amount, currency and the Base Currency Amount of each Facility B Loan and the amount of its participation in that Loan.

5.5		Cancellation of Commitment
(a)		The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A.
(b)		The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B.
6.		OPTIONAL CURRENCIES
6.1		Selection of currency
		A Facility B Borrower (or the Company on behalf of a Facility B Borrower) shall select the currency of a Facility B Loan in the Utilisation Request for that Loan.
6.2		Unavailability of a currency
		If before the Specified Time on the relevant date specified in Schedule 9 (Timetables):

	(a)		the Agent has received notice from a Facility B Lender that the Optional Currency requested (unless that Optional Currency is dollars or euro) is not readily available to it in the amount required; or
	(b)		a Facility B Lender notifies the Agent that compliance with its obligation to participate in a Facility B Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Facility B Borrower to that effect by the Specified Time on that day. In this event, any Facility B Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s

proportion of the Base Currency Amount of that Loan or an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

7.		REPAYMENT
7.1		Repayment of Facility A Loans
(a)		Each Borrower which has drawn a Facility A Loan shall (and the Company shall ensure that those Borrowers shall) repay that Loan on the Termination Date.
(b)		No Borrower may reborrow any part of Facility A which is repaid.
7.2		Repayment of Facility B Loans
(a)		Each Borrower which has drawn a Facility B Loan shall repay that Loan on the last day of its Interest Period.
(b)		At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Facility B Loans then outstanding will be automatically extended to the Termination Date in relation to Facility B and will be treated as separate Facility B Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.
(c)		A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving three Business Days’ prior written notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (c) to the Defaulting Lender concerned as soon as practicable on receipt.
(d)		Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.
(e)		The terms of this Agreement relating to Facility B Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (b) to (d) above, in which case those paragraphs shall prevail in respect of any Separate Loan.
8.		PREPAYMENT AND CANCELLATION
8.1		Illegality
		If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by any Finance Document or to fund or maintain its participation in any Loan:

	(a)		that Lender shall promptly notify the Agent upon becoming aware of that event;
	(b)		upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and
	(c)		each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

8.2		Change of Control
(a)		If Control of the Company is acquired (or is deemed by section 416(2) of the Taxes Act to be held) by any person who does not, or any group of connected persons (within the meaning of section 839 of that Act) or any persons acting in concert who do not, have (and would not be so deemed to have) such Control at the date of this Agreement:

	(i)		the Company shall promptly notify the Agent upon becoming aware of that event;
	(ii)		a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and
	(iii)		if a Lender so requires and notifies the Agent within 15 Business Days after the date of an acquisition of Control as referred to above, the Agent shall on the date falling 25 Business Days after the date of the change of Control of the Company, cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitments of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

(b)		For the purpose of paragraph (a) above “Control” has the meaning given to it in section 416(2) of the Taxes Act.
(c)		For the purpose of paragraph (a) above “acting in concert” has the meaning given to it in the City Code on Takeovers and Mergers.
8.3		Net Proceeds
(a)		If any member of the Restricted Group receives Net Proceeds and the ratio (the “Relevant Ratio”) of Net Borrowings (as at the last day of the month ending on or most recently prior to the date of receipt of such Net Proceeds (the “Relevant Month End”)) to Adjusted EBITDA (for the most recently ended Relevant Period (the “Applicable Relevant Period”) in respect of which a Compliance Certificate has been delivered) was greater than 2.5:1, the Company shall ensure that the Facility is prepaid and cancelled in accordance with Clause 8.5 (Application of partial prepayments) by an amount equal to the lesser of:

	(i)		the amount of such Net Proceeds; and
	(ii)		the amount required to ensure that if such prepayment had been made on the Relevant Month End the Relevant Ratio would have been 2.5:1,

provided that:

(a)

when calculating Net Borrowings:

	(A)		to the extent the relevant Net Proceeds are Net Debt Proceeds, the Financial Indebtedness to which those Net Debt Proceeds relate will be included on a pro forma basis;
	(B)		the relevant Net Proceeds will be excluded from Cash and Cash Equivalents; and
	(C)		to the extent the relevant Net Proceeds are applied towards an Acquisition of a business or company at the same time as they are received by a member of the Restricted Group, then the Net Borrowings assumed by a member of the

Restricted Group from the acquired company or business or remaining in the acquired business or company at the date of the Acquisition will be taken into account on a pro forma basis; and

(b)

when calculating Adjusted EBITDA:

	(A)		to the extent the relevant Net Proceeds are applied towards an Acquisition of a business or company at the same time as they are received by a member of the Restricted Group, then the EBITDA for the acquired business or company for the Applicable Relevant Period will be taken into account on a pro forma basis (taking into account synergies which are reasonable and realisable within 12 months of the proposed Acquisition); and
	(B)		to the extent the Net Proceeds are Net Sale Proceeds, the EBITDA for the Applicable Relevant Period that is attributable to the asset disposed of will be deducted on a pro forma basis.

For the avoidance of doubt:

	(x)		if the Company has procured a prepayment and cancellation of the Facility pursuant to any one of this Clause 8.3 (each a “Prepayment Clause”) in respect of an amount of Net Sale Proceeds, it shall not be required to make a further prepayment or cancellation of the Facility under any other Prepayment Clause in respect of those Net Sale Proceeds; and
	(y)		if a Prepayment Clause requires the Company to procure a prepayment and cancellation of the Facility in respect of an amount of Net Sale Proceeds, it shall not have the ability to purchase assets in lieu of prepayment or cancellation in respect of those Net Sale Proceeds even if permitted to do so under a different Prepayment Clause.

8.4		Mandatory cancellation
(a)		On the date falling two years after the date of this Agreement, to the extent the aggregate Facility A Commitments exceed £40,000,000, they shall automatically be reduced so as to be equal to £40,000,000 and the Company shall procure that the applicable Borrowers make such prepayments as are necessary to ensure that the aggregate Facility A Loans do not exceed the aggregate Facility A Commitments as so reduced.
(b)		The Company may select the Loans to be prepaid within Facility A and in the absence of such selection the prepayment shall be applied pro rata against Loans under Facility A.
(c)		The reduction in Facility A Commitments specified in paragraph (a) above, shall reduce each Lender’s Facility A Commitment pro rata.
8.5		Application of partial prepayments
		Each amount to be applied in prepayment and cancellation of the Facility under Clause 8.3 (Net Proceeds), shall be applied in the following order, in each case until the relevant Loans or other liabilities have been satisfied or (as the case may be) cancelled in full:

	(i)		first, in prepayment and permanent reduction of the Facility A Loans (including permanent cancellation of the Facility A Commitments that relate to the Facility A Loans (or part thereof) that are prepaid under this paragraph);
	(ii)		secondly, in prepayment and permanent reduction of the Facility B Loans (including permanent cancellation of the Facility B Commitments that relate to the Facility B Loans (or part thereof) that are prepaid under this paragraph); and
	(iii)		thirdly, in cancellation pro rata of any Available Commitment under Facility B.

		The Company may select the Loans to be prepaid within the Facility and in the absence of such selection the prepayment shall be applied pro rata against outstanding Loans under the Facility. Each prepayment shall be made no later than the last day of the current Interest Period of the Loans to be prepaid, and the Company shall give the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice of any such prepayment.
8.6		Voluntary cancellation
		The Company may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of £500,000) of any Available Facility. Any cancellation under this Clause 8.6 shall reduce the Commitments of the Lenders rateably under that Facility.
8.7		Voluntary prepayment
		The Borrower to whom a Loan has been made may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of £500,000 and a whole multiple of £500,000).
8.8		Right of repayment and cancellation in relation to a single Lender
(a)		If:

	(i)		any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); or
	(ii)		any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased Costs),

		the Company may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.
(b)		On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c)		On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to whom a Loan is outstanding shall repay that Lender’s participation in that Loan.

8.9		Right of cancellation in relation to a Defaulting Lender
(a)		If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of each Available Commitment of that Lender.
(b)		On receipt of the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.
(c)		The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.
8.10		Restrictions
(a)		Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
(b)		Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
(c)		No Borrower may reborrow any part of Facility A which is prepaid.
(d)		Unless a contrary indication appears in this Agreement, any part of Facility B which is prepaid may be reborrowed in accordance with the terms of this Agreement.
(e)		The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
(f)		Subject to Clause 2.2 (Increase) no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
(g)		If the Agent receives a notice under this Clause 8 (Prepayment and cancellation), it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

SECTION 5

COSTS OF UTILISATION

9.		INTEREST
9.1		Calculation of interest
		The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

	(a)		Margin;
	(b)		LIBOR or, in relation to any Loan in euro, EURIBOR; and
	(c)		Mandatory Cost, if any.

9.2		Payment of interest
		The Borrower to whom a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).
9.3		Default interest
(a)		If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate one per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.
(b)		Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.
9.4		Notification of rates of interest
		The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.
9.5		Highest Lawful Rate
		Notwithstanding any other provision herein, in no event shall the rate of interest payable by any Obligor with respect to any Loan exceed the Highest Lawful Rate.
10.		INTEREST PERIODS
10.1		Selection of Interest Periods
(a)		A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b)		Each Selection Notice for a Facility A Loan is irrevocable and must be delivered to the Agent by the Borrower (or the Company on behalf of a Borrower) to which that Facility A Loan was made not later than the Specified Time.
(c)		If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be three Months.
(d)		Subject to this Clause 10 (Interest Periods), a Borrower (or the Company) may select an Interest Period of one, two, three or six Months or any other period, not exceeding 12 months agreed between the Company and the Agent (who, if such Interest Period shall exceed six months, shall act on the instructions of all the Lenders) in relation to the relevant Loan.
(e)		An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.
(f)		Each Interest Period for a Facility A Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.
(g)		A Facility B Loan has one Interest Period only.
10.2		Non-Business Days
		If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
11.		CHANGES TO THE CALCULATION OF INTEREST
11.1		Absence of quotations
		Subject to Clause 11.2 (Market disruption), if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.
11.2		Market disruption
(a)		If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

	(i)		the Margin;
	(ii)		the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and
	(iii)		the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)

In this Agreement “Market Disruption Event” means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent

			to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period; or
	(ii)		before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

11.3		Alternative basis of interest or funding
(a)		If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.
(b)		Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.
11.4		Break Costs
(a)		Each Borrower shall, within three Business Days of demand by the Agent on behalf of a Finance Party, pay to the Agent on behalf of that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.
(b)		Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
12.		FEES
12.1		Commitment fee
(a)		The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency, accruing daily on that Lender’s Available Commitment under Facility A and Facility B during the Availability Period applicable to that Facility and computed at the rate per annum of 50 per cent. of the Margin applicable to that Facility at the relevant time.
(b)		The accrued fee under paragraph (a) above is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.
(c)		No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.
12.2		Arrangement fee
		The Company shall pay to the Agent (for the account of each Arranger) an arrangement fee in the amount and at the times agreed in a Fee Letter.
12.3		Agency fee
		The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4		Security Agency fee
		The Company shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13.

TAX GROSS-UP AND INDEMNITIES

13.1

Definitions

(a)		In this Agreement:
		“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax, in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
		“Qualifying Lender” means:

(i)

a Lender (other than a Lender within paragraph (ii) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(A)

a Lender:

	1.		which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document; or
	2.		in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made,

			and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or
	(B)		a Lender which is:

	1.		a company resident in the United Kingdom for United Kingdom tax purposes;
	2.		a partnership each member of which is:

	(a)		a company resident in the United Kingdom for United Kingdom tax purposes; or
	(b)		a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

3.

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in

computing its chargeable profits (within the meaning of section 19 of the CTA); or

(C)

a Treaty Lender; or

	(ii)		a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document; or
	(iii)		in respect of an advance under a Finance Document to a U.S. Obligor, a U.S. Qualifying Lender.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

	(i)		a company resident in the United Kingdom for United Kingdom tax purposes; or
	(ii)		a partnership each member of which is:

	(a)		a company so resident in the United Kingdom; or
	(b)		a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

		“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
		“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
		“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).
		“Treaty Lender” means a Lender which is beneficially entitled to interest payable to it in respect of the relevant advance and which:

	(i)		is treated as a resident of a Treaty State for the purposes of the Treaty;
	(ii)		does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and
	(iii)		satisfies any other criteria necessary for it to benefit from full exemption under the relevant Treaty from tax imposed by the United Kingdom on interest.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

		“UK Non-Bank Lender” means any Lender which becomes a Party to this Agreement after the date of this Agreement and which gives a Tax Confirmation in the relevant Transfer Certificate which it executes on becoming a Party.
		“U.S. Obligor” means a Borrower that is a U.S. Person, and any Guarantor making a payment on behalf of such Borrower.
		“U.S. Qualifying Lender” means a Lender which is on the date a payment falls due a person which:

	(i)		is a U.S. Person; or
	(ii)		is not a U.S. Person but is entitled to a complete exemption from withholding of US federal income tax on interest paid to it under a Finance Document.

(b)

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

13.2

Tax gross-up

(a)		Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b)		The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.
(c)		If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d)		A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

	(i)		the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or
	(ii)		the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

(A)

an officer of HM Revenue & Customs has given (and not revoked) a direction under section 931 of the ITA (a “Direction”) which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; or

(B)

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

	(A)		the relevant Lender has not given a Tax Confirmation to the Company; and
	(B)		the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(iv)

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (h) below.

(e)		An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the United States from a payment of interest on a Loan, if on the date on which the payment falls due the payment could have been made to the relevant Lender without a Tax Deduction if it was a U.S. Qualifying Lender, but on that date that Lender is not or has ceased to be a U.S. Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority.
(f)		If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(g)		Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
(h)		A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.
(i)		A UK Non-Bank Lender shall:

	(i)		give a Tax Confirmation to the Company in the Transfer Certificate signed by it; and
	(ii)		promptly notify the Company and the Agent if there is any change in the position from that set out in its Tax Confirmation.

13.3

Tax indemnity

(a)

The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be

		or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
(b)		Paragraph (a) above shall not apply with respect to any Tax assessed on a Finance Party:

	(i)		under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
	(ii)		under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party.

(c)		Paragraph (a) above shall not apply to the extent that a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up) or would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated for solely because one of the exclusions in paragraphs (d) and (e) of that Clause applied.
(d)		A Protected Party making, or intending to make a claim pursuant to paragraph (a) above shall notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.
(e)		A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Agent.

13.4		Tax Credit
		If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

	(a)		a Tax Credit is attributable to that Tax Payment or to the circumstances giving rise to the Obligor’s obligations to make that Tax Payment; and
	(b)		that Finance Party has obtained, utilised and retained that Tax Credit,

		the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by the Obligor.
13.5		Stamp taxes
		The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
13.6		VAT

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration

		for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
(b)		If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.
(c)		Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d)		Any reference in this Clause 13.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

13.7

U.S. Withholding Taxes

(a)		On or prior to the first Utilisation Date (or, if the Lender is not an Original Lender, on or prior to the date such Lender becomes a party to any Finance Document), each Lender that is not a U.S. Person shall supply to the Agent and the U.S. Obligor to which such Lender has made an advance (or its designee) the U.S. IRS forms that would enable payments to be made to that Lender under the Finance Documents without any deduction or withholding in respect of any Tax in the United States and each Lender that is a U.S. Person must supply to the Agent and such U.S. Obligor (or its designee) a U.S. IRS Form W-9 (or any successor form) and any necessary attachments thereto. In addition, each Lender shall provide such forms as soon as practicable after receiving a written request for such forms by the relevant U.S. Obligor or the Agent.
(b)		A Lender is not obliged to supply any form under paragraph (b) above if it is legally unable to do so.
(c)		An Obligor is not obliged to pay any Tax Payment under this Clause 13 (Tax gross up and indemnities) to a Lender if that Tax Payment would not have been payable if that Lender had complied with its obligations under Clause 13.7(a), unless that Lender was unable to deliver such form as a result of any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation or any published practice or concession of any relevant taxing authority.

14.

INCREASED COSTS

14.1

Increased Costs

(a)		Subject to Clause 14.3 (Exceptions), the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.
(b)		Each Borrower shall, promptly upon demand by a Lender, pay to such Lender the amount of any Regulation D Costs actually incurred by such Lender in respect of its participation to any Loan made by it to such Borrower (or deposits maintained by such Lender to fund that participation).
(c)		In this Agreement “Increased Costs” means:

	(i)		a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
	(ii)		an additional or increased cost; or
	(iii)		a reduction of any amount due and payable under any Finance Document,

		which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
14.2		Increased Cost claims

(a)		A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.
(b)		Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs which provides reasonable details of the calculation of those Increased Costs.

14.3

Exceptions

(a)

Clause 14.1 (Increased Costs) does not apply to the extent any Increased Cost is:

	(i)		attributable to a Tax Deduction required by law to be made by an Obligor;
	(ii)		compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because the exclusion in paragraph (b) or (c) of Clause 13.3 (Tax indemnity) applied);
	(iii)		compensated for by the payment of the Mandatory Cost; or
	(iv)		attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)

In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

15.

OTHER INDEMNITIES

15.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

	(i)		making or filing a claim or proof against that Obligor; or
	(ii)		obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

		that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
(b)		Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2		Other indemnities
		The Company shall (or shall procure that an Obligor shall), within three Business Days of demand, indemnify each Lender against any cost, loss or liability incurred by that Lender as a result of:

	(a)		the occurrence of any Event of Default;
	(b)		a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Lenders);
	(c)		funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or
	(d)		a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

15.3		Indemnity to the Agent and the Security Agent
		The Company shall promptly indemnify the Agent and the Security Agent against any cost, loss or liability incurred by the Agent or the Security Agent (acting reasonably) as a result of:

	(a)		investigating any event which it reasonably believes is a Default;
	(b)		entering into or performing any foreign exchange contract for the purposes of Clause 6 (Optional Currencies);

	(c)		acting or relying on any notice, request or instruction from an Obligor which it reasonably believes to be (but which is not) genuine, correct and appropriately authorised;
	(d)		taking, holding, protecting or enforcing any Security created pursuant to any Finance Document; or
	(e)		exercising any of the rights, powers, discretions or remedies vested in it under any Finance Document or by law.

16.

MITIGATION BY THE LENDERS

16.1

Mitigation

(a)		Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
(b)		Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

16.2

Limitation of liability

(a)		The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).
(b)		A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17.

COSTS AND EXPENSES

17.1		Transaction expenses
		The Company shall promptly on demand pay the Agent, the Arranger and the Security Agent the amount of all costs and expenses (including legal fees up to an amount agreed by the Company and the Original Lenders prior to the date of this Agreement) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

	(a)		this Agreement and any other documents referred to in this Agreement; and
	(b)		any other Finance Documents executed at the request of an Obligor after the date of this Agreement.

17.2		Amendment costs
		If:

	(a)		an Obligor requests an amendment, waiver or consent; or
	(b)		an amendment is required pursuant to Clause 29.10 (Change of currency),

the Company shall, within three Business Days of demand, reimburse the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent or the Security Agent in responding to, evaluating, negotiating or complying with that request or requirement.

17.3		Enforcement costs
		The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.
17.4		Security Agent expenses

(a)		The Company shall promptly on demand pay the Security Agent the amount of all costs and expenses (including legal fees) properly incurred by it in connection with the administration or release of any Security created pursuant to any Security Document.
(b)		No Finance Party shall have any duty or obligation, whether as fiduciary for any Finance Party or otherwise, to recover any payment made or required to be made under paragraph (a) above.
(c)		The Company agrees that no Finance Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in paragraph (a) above except for any such liability, damages, loss, cost or expense incurred by the Company that results directly from any breach by that Finance Party of any Finance Document which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Finance Party.
(d)		Notwithstanding paragraph (c) above, no Finance Party shall be responsible or have any liability for or in connection with anything referred to in paragraph (a) above to the Company or any of its Affiliates or anyone else for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, goodwill, reputation, business opportunity or anticipated saving), whether or not foreseeable.

SECTION 7

GUARANTEE

18.

GUARANTEE AND INDEMNITY

18.1		Guarantee and indemnity
		Each Guarantor irrevocably and unconditionally jointly and severally:

	(a)		guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;
	(b)		undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
	(c)		agrees with each Finance Party that if, for any reason, any amount claimed by a Finance Party under this Clause 18 is not recoverable on the basis of a guarantee, it will be liable to indemnify that Finance Party against any cost, loss or liability it incurs as a result of a Borrower not paying any amount when due under or in connection with any Finance Document. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

18.2		Continuing guarantee
		This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
18.3		Reinstatement
		If as a result of insolvency or any similar event:

	(a)		any payment by an Obligor is avoided or reduced or must be restored; or
	(b)		any discharge or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made in whole or in part on the basis of any payment, security or other thing which is avoided or reduced or must be restored,

	(i)		the liability of each Obligor shall continue or be reinstated as if the payment, discharge or arrangement had not occurred; and
	(ii)		each Finance Party shall be entitled to recover the value or amount of that payment or security from each Obligor as if the payment, discharge or arrangement had not occurred.

18.4		Waiver of defences
		The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

	(b)		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
	(d)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
	(e)		any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
	(f)		any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
	(g)		any insolvency or similar proceedings.