EX-10.1 VOTING AMENDMENT DAETD 11-5-06



 





EXECUTION VERSION




VOTING AGREEMENT




          VOTING AGREEMENT, dated as of November 5, 2006 (this “Agreement”), by and among VALUEACT
CAPITAL MASTER FUND, L.P., VA PARTNERS, L.L.C., VALUEACT CAPITAL MANAGEMENT, L.P. (each of the
foregoing, a “Stockholder” and, collectively, the “Stockholders”), MCKESSON CORPORATION, a Delaware
corporation (“Parent”), and solely for the purposes of Section 5.02 hereof, PER-SE TECHNOLOGIES,
INC., a Delaware corporation (the “Company”).




          WHEREAS, concurrently with the execution of this Agreement, Parent, Packet Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, are
entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended,
supplemented, restated or otherwise modified from time to time, the “Merger Agreement”) pursuant to
which, among other things, Merger Sub will merge with and into the Company (the “Merger”) and each
outstanding share of the common stock, par value $0.01 per share, of the Company (the “Common
Stock”) will be converted into the right to receive the merger consideration specified therein.




          WHEREAS, as of the date hereof, each Stockholder Beneficially Owns the number of shares of
Common Stock set forth opposite such Stockholder’s name on Schedule I hereto, and the
Stockholders Beneficially Own, in the aggregate, of 6,051,644 shares of Common Stock.




          WHEREAS, as a condition and inducement to Parent entering into the Merger Agreement, Parent
has required that the Stockholder agree, and the Stockholder has agreed, to enter into this
agreement and abide by the covenants and obligations with respect to the Covered Shares (as
hereinafter defined) set forth herein.




          NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:




ARTICLE I




DEFINITIONS




          Section 1.01 Capitalized Terms. For the purposes of this Agreement, capitalized terms
used and not defined herein shall have the respective means ascribed to them in the Merger
Agreement




          Section 1.02 Other Definitions. The following capitalized terms, as used in this
Agreement, shall have the meanings set forth below.




          (a) “Affiliate” of any person means another person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such first
person.




 









 








          (b) “Beneficial Ownership” by a person of any securities includes ownership by any person who,
directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting
of, such security; and/or (ii) investment power which includes the power to dispose, or to direct
the disposition, of such security; and shall otherwise be interpreted in accordance with the term
“beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended; provided that for purposes of
determining Beneficial Ownership, a person shall be deemed to be the Beneficial Owner of any
securities which such person has, at any time during the term of this Agreement, the right to
acquire upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise
(irrespective of whether the right to acquire such securities is exercisable immediately or only
after the passage of time, including the passage of time in excess of 60 days, the satisfaction of
any conditions, the occurrence of any event or any combination of the foregoing). The terms
"Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.




          (c) “control” (including the terms “controlled by” and “under common control with”), with
respect to the relationship between or among two or more persons, means the possession, directly or
indirectly, of the power to direct or cause the direction of the affairs or management of a person,
whether through the ownership of voting securities, as trustee or executor, by contract or any
other means.




          (d) “Covered Shares” means, with respect to any Stockholder, such Stockholder’s Existing
Shares, together with any shares of Common Stock or other voting capital stock of the Company and
any securities convertible into or exercisable or exchangeable for shares of Common Stock or other
voting capital stock of the Company, in each case that such Stockholder acquires Beneficial
Ownership of on or after the date hereof.




          (e) “Encumbrance” means any security interest, pledge, mortgage, lien (statutory or other),
charge, option to purchase, lease or other right to acquire any interest or any claim, restriction,
covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any
kind or any preference, priority or other security agreement or preferential arrangement of any
kind or nature whatsoever (including any conditional sale or other title retention agreement),
excluding restrictions under securities laws.




          (f) “Existing Shares” means, with respect to each Stockholder, the number of shares of Common
Stock Beneficially Owned (and except as may be set forth on Schedule I hereto, owned of
record) by such Stockholder, as set forth opposite such Stockholder’s name on Schedule I
hereto.




          (g) “person” means any individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity, or any group
comprised of two or more of the foregoing.




          (h) “Representatives” means the officers, directors, employees, agents, advisors and
Affiliates of a person.




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          (i) “Subsidiary” of any person, means any person (i) of which such person directly or
indirectly owns, securities or other equity interests representing more than fifty percent (50%) of
the aggregate voting power or (ii) of which a person possesses the right to elect more than fifty
percent (50%) of the directors or persons holding similar positions.




          (j) “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of (by merger (including by conversion into securities or other
consideration), by tendering into any tender or exchange offer, by testamentary disposition, by
operation of law or otherwise), or to enter into any contract, option or other arrangement or
understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance,
hypothecation or similar disposition of (by merger, by tendering into any tender or exchange offer,
by testamentary disposition, by operation of law or otherwise).




ARTICLE II




VOTING




          Section 2.01 Agreement to Vote. Each Stockholder hereby irrevocably and
unconditionally agrees that during the term of this Agreement, at the Stockholders Meeting and at
any other meeting of the stockholders of the Company, however called, including any adjournment or
postponement thereof, and in connection with any written consent of the stockholders of the
Company, such Stockholder shall, in each case to the fullest extent that the Covered Shares are
entitled to vote thereon or consent thereto:




          (a) appear at each such meeting or otherwise cause the Covered Shares as to which such
Stockholder controls the right to vote to be counted as present thereat for purposes of calculating
a quorum; and




          (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered)
a written consent covering, all of the Covered Shares as to which such Stockholder controls the
right to vote (i) in favor of the adoption of the Merger Agreement; (ii) against any action or
agreement that is in opposition to, or competitive or inconsistent with, the Merger or that would
result in a breach of any covenant, representation or warranty or any other obligation or agreement
of the Company contained in the Merger Agreement, or of such Stockholder contained in this
Agreement; and (iii) against any Takeover Proposal and against any other action, agreement or
transaction that is prohibited by the Merger Agreement or that would otherwise interfere with,
delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other
transactions contemplated by the Merger Agreement or this Agreement or the performance by the
Company of its obligations under the Merger Agreement or by such Stockholder of its obligations
under this Agreement, including: (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or its Subsidiaries (other than
the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company or any of
its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of
its Subsidiaries; (C) an election of new members to the board of directors of the Company, other
than nominees to the board of directors of the Company in office on the date of this Agreement; (D)
any change in the present capitalization or dividend policy of the Company or any amendment or
other change to the

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Company’s certificate of incorporation or bylaws, except if approved by Parent; or (E) any
other change in the Company’s corporate structure or business.




          Section 2.02 No Inconsistent Agreements. Each Stockholder hereby covenants and agrees
that, except for this Agreement, such Stockholder (a) has not entered into, and shall not enter
into at any time while this Agreement remains in effect, any voting agreement or voting trust with
respect to the Covered Shares, (b) has not granted, and shall not grant at any time while this
Agreement remains in effect, a proxy, consent or power of attorney with respect to the Covered
Shares and (c) has not taken and shall not knowingly take any action that would make any
representation or warranty of such Stockholder contained herein untrue or incorrect or have the
effect of preventing or disabling such Stockholder from performing any of its obligations under
this Agreement.




ARTICLE III




REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER




          Each Stockholder hereby represents and warrants, jointly and severally, to Parent as follows:




          Section 3.01 Organization; Authorization; Validity of Agreement; Necessary Action.
Each Stockholder that is not an individual is duly organized and is validly existing and in good
standing under the laws of the jurisdiction of its incorporation. Each Stockholder has full power
and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery by
such Stockholder of this Agreement, the performance by it of its obligations hereunder and the
consummation by it of the transactions contemplated hereby have been duly and validly authorized by
such Stockholder and no other actions or proceedings on the part of such Stockholder or any
stockholder thereof are necessary to authorize the execution and delivery by it of this Agreement,
the performance by it of its obligations hereunder or the consummation by it of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and,
assuming this Agreement constitutes a valid and binding obligation of the other parties hereto,
constitutes a legal, valid and binding obligation of such Stockholder, enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or similar laws affecting the rights of creditors generally and the availability of
equitable remedies (regardless of whether such enforceability is considered in a proceeding in
equity or at law).




          Section 3.02 Ownership. Schedule I sets forth, opposite each Stockholder’s
name, the number of shares of Common Stock over which such Stockholder has beneficial ownership as
of the date hereof. Each Stockholder’s Existing Shares are, and all of the Covered Shares owned by
such Stockholder from the date hereof through and on the Closing Date will be, Beneficially Owned
by such Stockholder. Each Stockholder has good and marketable title to such Stockholder’s Existing
Shares, free and clear of any Encumbrances. As of the date hereof, such Stockholder’s Existing
Shares constitute all of the shares of Common Stock Beneficially Owned or owned of record by such
Stockholder. No Stockholder nor any Affiliate of a Stockholder owns or holds any right to acquire
any additional shares of any class of capital stock

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of the Company or other securities of the Company or any interest therein or any voting rights
with respect to any securities of the Company.




          Section 3.03 No Violation. The execution and delivery of this Agreement by each
Stockholder does not, and the performance by such Stockholder of its obligations under this
Agreement will not, (i) conflict with or violate the certificate of incorporation, bylaws or other
comparable governing documents, as applicable, of such Stockholder, (ii) conflict with or violate
any law, ordinance or regulation of any Governmental Entity applicable to the Stockholder or by
which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or
constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any Encumbrance on the properties or assets of the Stockholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Stockholder is a party or by which such Stockholder or
any of its assets or properties is bound, except for any of the foregoing as could not reasonably
be expected, either individually or in the aggregate, to impair the ability of such Stockholder to
perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely
basis.




          Section 3.04 Consents and Approvals. The execution and delivery of this Agreement by
each Stockholder does not, and the performance by such Stockholder of its obligations under this
Agreement and the consummation by it of the transactions contemplated hereby will not, require such
Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with
or notification to, any Governmental Entity.




          Section 3.05 Absence of Litigation. There is no Action pending or, to the knowledge
of any Stockholder, threatened against or affecting any Stockholder or any of their respective
Affiliates before or by any Governmental Entity that could reasonably be expected to impair the
ability of any Stockholder to perform its obligations hereunder or to consummate the transactions
contemplated hereby on a timely basis.




          Section 3.06 Finder’s Fees. No investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect
of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholders.




          Section 3.07 Reliance by Parent and Merger Sub. Each Stockholder understands and
acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon
each Stockholder’s execution and delivery of this Agreement and the representations and warranties
of such Stockholder contained herein.




ARTICLE IV




OTHER COVENANTS




          Section 4.01 Prohibition on Transfers, Other Actions. Each Stockholder hereby agrees
not to (i) Transfer any of its Covered Shares, Beneficial Ownership thereof or any other

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interest therein; (ii) enter into any agreement, arrangement or understanding with any person,
or take any other action, that violates or conflicts with or would reasonably be expected to
violate or conflict with, or result in or give rise to a violation of or conflict with, such
Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii)
take any action that could restrict or otherwise affect such Stockholder’s legal power, authority
and right to comply with and perform its covenants and obligations under this Agreement. Any
Transfer in violation of this provision shall be void. Each Stockholder also agrees not to engage
in any transaction with respect to any of the Covered Shares with the primary purpose of depriving
Parent of the intended benefits of this Agreement.




          Section 4.02 Stock Dividends, etc. In the event of a stock split, stock dividend or
distribution, or any change in the Common Stock by reason of any split-up, reverse stock split,
recapitalization, combination, reclassification, exchange of shares or the like, the terms
“Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well
as all such stock dividends and distributions and any securities into which or for which any or all
of such shares may be changed or exchanged or which are received in such transaction.




          Section 4.03 No Solicitation. Each Stockholder hereby agrees that during the term of
this Agreement it shall not, and shall not permit any of its Subsidiaries, Affiliates or
Representatives to, directly or indirectly through another person, (i) solicit, initiate or
knowingly encourage, or take any other action designed to, or which would reasonably be likely to,
result in or facilitate, any Takeover Proposal or the making or consummation thereof, (ii) enter
into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to
any person any information in connection with, or otherwise cooperate in any way with, any Takeover
Proposal or (iii) waive, terminate, modify or fail to enforce any provision of any “standstill” or
similar obligation of any person other than Parent, (iv) make or participate in, directly or
indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the U.S.
Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to
advise or influence any person with respect to the voting of, any shares of Common Stock in
connection with any vote or other action on any matter, other than to recommend that stockholders
of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly
provided in this Agreement, (v) approve, adopt or recommend, or publicly propose to approve, adopt
or recommend, or allow any of its Subsidiaries to execute or enter into, any letter of intent,
memorandum of understanding, agreement in principle, merger agreement, acquisition agreement,
option agreement, joint venture agreement, partnership agreement or other similar Contract
constituting or related to, or that is intended to or could reasonably be expected to lead to, any
Takeover Proposal, or (vi) agree or publicly propose to do any of the foregoing. Each Stockholder
hereby represents that, as of the date hereof, it is not engaged in any discussions or negotiations
with respect to any Takeover Proposal and agrees immediately to cease and cause to be terminated
all discussions or negotiations with any person conducted heretofore with any person other than
Parent with respect to any possible Takeover Proposal, and will take the necessary steps to inform
its Affiliates and Representatives of the obligations undertaken by such Stockholder pursuant to
this Agreement, including this Section 4.03. Each Stockholder also agrees that any violation of
this Section 4.03 by any of its Affiliates or Representatives shall be deemed to be a violation by
such Stockholder of this Section 4.03.




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          Section 4.04 Notice of Acquisitions, Proposals Regarding Prohibited Transactions.




          (a) Each Stockholder hereby agrees to notify Parent in writing of the number of any additional
shares of Common Stock or other securities of the Company of which such Stockholder acquires
Beneficial Ownership on or after the date hereof, such notice to be delivered by such Stockholder
as promptly as practicable (and in any event within three Business Days of such acquisition.




          (b) Each Stockholder hereby agrees to notify Parent as promptly as practicable (and in any
event within 24 hours after receipt) in writing of any inquiries or proposals which are received
by, any information which is requested from, or any negotiations or discussions which are sought to
be initiated or continued with, such Stockholder or any of its Affiliates with respect to any
Takeover Proposal or any other matter referred to in Section 4.03 (including the material terms
thereof and the identity of such person(s) making such inquiry or proposal, requesting such
information or seeking to initiate or continue such negotiations or discussions, as the case may
be). Such Stockholder will keep Parent fully informed in all material respects of apprised of any
related developments, discussions and negotiations relating to the matters described in the
preceding sentence (including any change to the proposed terms thereof) and shall provide to Parent
as soon as practicable after receipt or delivery thereof copies of all correspondence and other
written materials sent or provided to such Stockholder or any of its Subsidiaries from any person
that describes the terms or conditions of any Takeover Proposal or other proposal that is the
subject of any such inquiry, proposals or information requests.




          Section 4.05 Waiver of Appraisal Rights. To the fullest extent permitted by
applicable law, each Stockholder hereby waives any rights of appraisal or rights to dissent from
the Merger that it may have under applicable Law.




          Section 4.06 Further Assurances. From time to time, at Parent’s request and without
further consideration, each Stockholder shall execute and deliver such additional documents and
take all such further action as may be reasonably necessary or desirable to effect the actions and
consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each
Stockholder hereby authorizes Parent and the Company to publish and disclose in any announcement or
disclosure required by the SEC and in the Proxy Statement such Stockholder’s identity and ownership
of its Covered Shares and the nature of such Stockholder’s obligations under this agreement.




ARTICLE V




MISCELLANEOUS




          Section 5.01 Termination. This Agreement shall remain in effect until the earlier to
occur of (i) the Effective Time and (ii) the date of termination of the Merger Agreement in
accordance with its terms, and after the occurrence of such applicable event this Agreement shall
terminate and be of no further force; provided, however, that (A) each Stockholder
shall have the right to terminate this Agreement by written notice to Parent if the terms of the
Merger Agreement are amended or waived without the written consent of such




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Stockholder, but only if such amendment or waiver creates any additional condition to the
consummation of the Merger, changes the Merger Consideration, changes the form of the Merger
Consideration or otherwise adversely affects such Stockholder in any material respect (provided
that for the purposes of this clause (A), the term “Merger Agreement” shall mean the Agreement and
Plan of Merger by and among Parent, Merger Sub and the Company of even date herewith, as in effect
on the date hereof, and capitalized terms used in this clause (A) shall have the meaning given such
terms therein) and (B) the provisions of this Section 5.01 and of Sections 5.05 through 5.13 shall
survive any termination of this Agreement. Nothing in this Section 5.01 and no termination of this
Agreement shall relieve or otherwise limit any party of liability for breach of this Agreement.




          Section 5.02 Legends; Stop Transfer Order.




          In furtherance of this Agreement, each Stockholder hereby authorizes and instructs the Company
to instruct its transfer agent to enter a stop transfer order with respect to all of such
Stockholder’s Covered Shares and to legend the share certificates. The Company agrees that as
promptly as practicable after the date of this Agreement it shall give such stop transfer
instructions to the transfer agent for the Common Stock and to legend the share certificates. The
Company agrees that, following the termination of this Agreement, the Company will cause any stop
transfer instructions imposed pursuant to this Section 5.02 to be lifted and any legended
certificates delivered pursuant to this Section 5.02 to be replaced with certificates not bearing
such legend.




          Each certificate representing Covered Shares shall bear the following legend on the face
thereof:




          “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING,
TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN VOTING AGREEMENT DATED AS OF
NOVEMBER 5, 2006, AMONG THE STOCKHOLDER PARTIES THERETO, MCKESSON CORPORATION AND, SOLELY FOR THE
PURPOSES OF SECTION 5.02 THEREOF, PER-SE TECHNOLOGIES, INC., AS THE SAME MAY BE AMENDED FROM TIME
TO TIME, COPIES OF WHICH VOTING AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF PER-SE
TECHNOLOGIES, INC.”




          Each Stockholder will cause all of its Existing Shares and any securities that become Covered
Shares after the date hereof to be delivered to the Company for the purpose of applying such legend
(if not so endorsed upon issuance). The Company shall return to the delivering party, as promptly
as possible, any securities so delivered. The delivery of such securities by the delivering party
shall not in any way affect such party’s rights with respect to such securities.




          Section 5.03 No Control. Nothing contained in this Agreement shall give Parent the
right to control or direct the Company or the Company’s operations.




          Section 5.04 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with

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respect to any Covered Shares. All rights, ownership and economic benefits of and relating to
the Covered Shares shall remain vested in and belong to the Stockholders, and Parent shall have no
authority to direct any Stockholder in the voting or disposition of any of the Covered Shares,
except as otherwise provided herein.




          Section 5.05 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation
of receipt), on the first Business Day following the date of dispatch if delivered by a recognized
next day courier service or on the third Business Day following the date of mailing if delivered by
registered or certified mail, return receipt requested, post prepaid. All notices hereunder shall
be delivered as set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:



(a) if to Parent, to:



McKesson Corporation

1 Post Street

San Francisco, CA 94104

Fax: (415) 983-8826

Attention: Executive Vice President and General Counsel



with a copy to:



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Fax: (212) 455-2502

Attention: Robert E. Spatt

                  William E. Curbow



(b) if to any Stockholder, to:



VA Partners, LLC

435 Pacific Ave., 4th Floor

San Francisco, CA 94133

Fax: (415) 362-5727

Attention: Allison Bennington

                  General Counsel, ValueAct Capital



with a copy to:



Dechert, LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

Fax: (215) 994-2222

Attention: Christopher D. Karras




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(c) if to the Company, to:



Per-Se Technologies, Inc.

1145 Sanctuary Parkway, Suite 200

Alpharetta, GA 30004

Fax: (770) 237-6961

Attention: Paul J. Quiner




with a copy to:





King & Spalding LLP

1180 Peachtree Street, N.E.

Atlanta, Georgia 30309-3521

Fax: (404) 572-5100

Attention: John D. Capers, Jr.

                 G. Roth Kehoe II




          Section 5.06 Interpretation. The words “hereof,” “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Section references are to this Agreement unless
otherwise specified. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of
such terms. The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This
Agreement is the product of negotiation by the parties having the assistance of counsel and other
advisers. It is the intention of the parties that this Agreement not be construed more strictly
with regard to one party than with regard to the others.




          Section 5.07 Counterparts. This Agreement may be executed by facsimile and in
counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.




          Section 5.08 Entire Agreement. This Agreement and, to the extent referenced herein,
the Merger Agreement, together with the several agreements and other documents and instruments
referred to herein or therein or annexed hereto or thereto, embody the complete agreement and
understanding among the parties hereto with respect to the subject matter hereof and supersede and
preempt any prior understandings, agreements or representations by or among the parties, written
and oral, that may have related to the subject matter hereof in any way.




          Section 5.09 Governing Law; Specific Performance; Consent to Jurisdiction; Waiver of Jury
Trial.




          (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the
State of Delaware, regardless of the Laws that might otherwise govern under applicable principles
of conflicts of Laws thereof.




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          (b) The parties agree that irreparable damage would occur and that the parties would not have
any adequate remedy at law in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court
of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the
Federal courts of the United States of America located in the State of Delaware, this being in
addition to any other remedy to which they are entitled at law or in equity. In addition, each of
the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of
Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the
Federal courts of the United States of America located in the State of Delaware in the event any
dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii)
agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court and (iii) agrees that it will not bring any action relating
to this Agreement or the transactions contemplated by this Agreement in any court other than the
Court of Chancery of the State of Delaware or a Federal court of the United States of America
located in the State of Delaware.




          (c) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any
right it may have to a trial by jury in respect of any suit, action or other proceeding arising out
of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no
representative, agent or attorney of any other party has represented, expressly or otherwise, that
such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing
waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into
this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.09.




          Section 5.10 Amendment; Waiver. This Agreement may not be amended except by an
instrument in writing signed by Parent and each Stockholder. Each party may waive any right of
such party hereunder by an instrument in writing signed by such party and delivered to Parent and
the Stockholders.




          Section 5.11 Remedies.




          (a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in
the event that any covenant or agreement in this Agreement is not performed in accordance with its
terms, and it is therefore agreed that, in addition to and without limiting any other remedy or
right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any
such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees
not to oppose the granting of such relief in the event a court determines that such a breach has
occurred, and to waive any requirement for the securing or posting of any bond in connection with
such remedy.




          (b) All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative,

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and the exercise or beginning of the exercise of any thereof by any party shall not preclude
the simultaneous or later exercise of any other such right, power or remedy by such party.




          Section 5.12 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest extent permitted by
applicable Law in an acceptable manner to the end that the transactions contemplated by this
Agreement are fulfilled to the extent possible.




          Section 5.13 Successors and Assigns; Third Party Beneficiaries. Neither this
Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned,
in whole or in part (by operation of law or otherwise), by any party without the prior written
consent of the other parties hereto. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of and be enforceable by the parties hereto and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any
person other than the parties hereto or their respective successors and permitted assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement.




[Remainder of Page Left Blank Intentionally]





-12-










 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where
applicable, by their respective officers or other authorized person thereunto duly authorized) as
of the date first written above.



	 	 	 	 	 
	 	MCKESSON CORPORATION

 	 
	 	By:  	/S/ JOHN H. HAMMERGREN
 	 
	 	 	Name:  	John H. Hammergren 	 
	 	 	Title:  	Chairman of the Board, President

and Chief Executive Officer 	 
	 


[SIGNATURE
PAGE — VOTING AGREEMENT]




 









 








	 	 	 	 	 
	 	VALUEACT CAPITAL MASTER FUND, L.P.

By: VA Partners, LLC, its General Partner

 	 
	 	By:  	/S/ JEFFREY W. UBBEN
 	 
	 	 	Name:  	Jeffrey W. Ubben 	 
	 	 	Title:  	Managing Member 	 
	 
	 	VA PARTNERS, LLC

 	 
	 	By:  	/S/ JEFFREY W. UBBEN
 	 
	 	 	Name:  	Jeffrey W. Ubben 	 
	 	 	Title:  	Managing Member 	 
	 
	 	VALUEACT CAPITAL MANAGEMENT, L.P.
 	 
	 	By:  	ValueAct Capital Management, LLC, its

General Partner

 	 
	 	By:  	/S/ JEFFREY W. UBBEN
 	 
	 	 	Name:  	Jeffrey W. Ubben 	 
	 	 	Title:  	Managing Member 	 
	 


[SIGNATURE
PAGE — VOTING AGREEMENT]




 









 








	 	 	 	 	 
	 	PER-SE TECHNOLOGIES, INC.

(solely for purposes of Section 5.02)

 	 
	 	By:  	/S/ PHILIP M. PEAD
 	 
	 	 	Name:  	Philip M. Pead 	 
	 	 	Title:  	Chairman, President & CEO 	 
	 


[SIGNATURE
PAGE — VOTING AGREEMENT]




 









 








SCHEDULE I




Ownership of Common Stock




	 	 	 	 	 	 	 	 	 
	 	 	Existing Shares
	Name and Address of Stockholder	 	Beneficially Owned	 	Held of Record*
	ValueAct Capital Master Fund, L.P.
	 	 	6,051,644	1,2	 	 	—	 
	VA Partners, L.L.C.
	 	 	6,051,644	1,2	 	 	—	 
	ValueAct Capital Management, L.P.
	 	 	6,051,644	1,2	 	 	—	 








 




			
	* 	 	 The 6,021,644 shares owned directly by
ValueAct Capital Master Fund, L.P are held in “street name” such
that ValueAct Capital Master Fund, L.P technically is not the record owner of
such shares.
	 
	1	 	A total of 6,021,644 shares are owned directly
by ValueAct Capital Master Fund, L.P and may be deemed to be beneficially
owned by (i) VA Partners, LLC as General Partner of ValueAct Capital
Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager
of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital
Management, LLC as General Partner of ValueAct Capital Management, L.P.
Jeffrey W. Ubben is a director of Per-Se Technologies, Inc. and a Managing
Member of VA Partners, LLC and ValueAct Capital Management, LLC. Peter H.
Kamin and George F. Hamel, Jr. are Managing Members of VA Partners, LLC
and ValueAct Capital Management, LLC. The reporting persons disclaim
beneficial ownership of the reported stock except to the extent of their
pecuniary interest therein.
	 
	2	 	This amount includes options to purchase
30,000 shares of common stock that are currently exercisable. Under an
agreement with ValueAct Capital Master Fund, L.P., Jeffrey W. Ubben is
deemed to hold the options for the benefit of ValueAct Capital Master
Fund, L.P. and indirectly for (i) VA Partners, LLC as General Partner of
ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P.
as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct
Capital Management, LLC as General Partner of ValueAct Capital Management,
L.P.