EX-10.3



 Exhibit 10.3 
 FIRST AMENDMENT 
 FIRST AMENDMENT, dated as of February 19, 2013 (this
“Amendment”), to the CREDIT AGREEMENT, dated as of August 20, 2010 and amended and restated as of March 31, 2011 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation, ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (individually and collectively, the “Borrower”), the several banks and other financial
institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and the other agents party thereto. 

W I T N E S S E T H: 
 WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; 
 WHEREAS, the Borrower has requested that the Required Lenders approve certain provisions of the Credit Agreement as set forth herein; and 

WHEREAS, pursuant to such request, the Required Lenders are willing to consent to such amendments on the terms set forth herein;

 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Administrative
Agent and the Required Lenders hereby agree as follows: 
 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 2.
Amendments to Section 1.01 (Defined Terms). 
 (a) Section 1.01 of the Credit Agreement is hereby amended by
adding the following definitions in proper alphabetical order: 
 “ACS Agreement”: the Agreement
entered into between Affiliated Computer Services, Inc. and Allscripts Healthcare, LLC on March 31, 2011 to provide services to support the Borrower’s remote hosting services for Sunrise acute care clients along with the related sale of a
portion of its hosting equipment and infrastructure for approximately $20 million. 
 “First Amendment Effective
Date”: February [    ], 2013 
 (b) The definition of “Applicable Pricing Grid” is hereby
amended by replacing the table appearing therein in its entirety with the following table: 








															
	 	  	 Total Leverage Ratio
	  	Applicable Margin
for 
Eurodollar Loans	 	 	Applicable Margin
for ABR
Loans	 	 	Commitment
Fee Rate	 
	 Level I
	  	Greater than 2.50 to 1.00	  	 	2.75	% 	 	 	1.75	% 	 	 	0.45	% 
	 Level II
	  	Greater than 2.00 to 1.00 but equal to or less than 2.50 to 1.00	  	 	2.50	% 	 	 	1.50	% 	 	 	0.40	% 
	 Level III
	  	Greater than 1.50 to 1.00 but equal to or less than 2.00 to 1.00	  	 	2.00	% 	 	 	1.00	% 	 	 	0.35	% 
	 Level IV
	  	Greater than 1.00 to 1.00 but equal to or less than 1.50 to 1.00	  	 	1.75	% 	 	 	0.75	% 	 	 	0.30	% 
	 Level V
	  	Equal to or less than 1.00 to 1.00	  	 	1.50	% 	 	 	0.50	% 	 	 	0.25	% 

 (c) The definition of “EBIT” is hereby amended by (i) deleting the word “and”
immediately preceding clause (c) thereof and substituting “;” in lieu thereof and (ii) inserting the following new clauses (d) and (e) before the second proviso therein: 

“(d) for the Borrower’s fiscal quarters ended during the fiscal year ending December 31, 2013, cash charges recorded
during such quarters by the Borrower or any of its Subsidiaries in connection with any facility closures, work force reductions, relocations and product consolidation (provided, that the aggregate amount of cash charges permitted to be added
back for all such quarters pursuant to this clause (d) shall not exceed $[29,000,000]) and (e) charges up to the amounts set forth on Schedule 1.1(D) recorded during the fiscal periods specified therein and relating to the items specified
therein;”. 
 (d) The definition of “EBITDA” is hereby amended by (i) deleting the word “and”
immediately preceding clause (c) thereof and substituting “;” in lieu thereof and (ii) inserting the following new clauses (d) and (e) before the second proviso therein: 

“(d) for the Borrower’s fiscal quarters ended during the fiscal year ending December 31, 2013, cash charges recorded
during such quarters by the Borrower or any of its Subsidiaries in connection with any facility closures, work force reductions, relocations and product consolidation (provided, that the aggregate amount of cash charges permitted to be added
back for all such quarters pursuant to this clause (d) shall not exceed $29,000,000) and (e) charges up to the amounts set forth on Schedule 1.1(D) recorded during the fiscal periods specified therein and relating to the items specified
therein;”. 
 (e) The definition of “Indebtedness” is hereby amended by adding the following
sentence at the end thereof: 

  
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 “Notwithstanding anything to the contrary set forth herein, in no event
shall payment or any other debt obligations as classified under GAAP of the Borrower pursuant to the ACS Agreement, as in effect on the First Amendment Effective Date, constitute Indebtedness of the Borrower under this Agreement.” 

(f) The definition of “Permitted Acquisition” is hereby amended by deleting the ratio “2.0 to 1.0” in clause
(f) thereof and substituting in lieu thereof the ratio “2.5 to 1.0”. 
 3. Amendment to Section 7.6(d)
(Restricted Payments). Section 7.6(d) of the Credit Agreement is hereby amended by deleting the ratio “2.00 to 1.0” therein and substituting in lieu thereof the ratio “2.50 to 1.0”. 

4. New Schedule to the Credit Agreement. The Credit Agreement is hereby amended by adding Schedule 1.1(D) (Specified Add-Backs) to
the Credit Agreement in the form attached hereto as Annex A. 
 5. Effectiveness. This Amendment shall become effective
on the date (the “First Amendment Effective Date”) on which all of the following conditions precedent have been satisfied or waived: 
 (a) Amendment. The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Borrower, the Required Lenders and
the Administrative Agent. 
 (b) Acknowledgement and Consent. The Administrative Agent shall have received
an executed Acknowledgement and Confirmation, in the form attached hereto as Annex B, from an authorized officer of each Loan Party. 
 (c) Representations and Warranties and No Default. The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the
Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2 of the Credit Agreement as of such date. 
 (d) Fees. The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the First Amendment Effective Date for which invoices have been presented,
including all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document and (ii) a consent fee payable for
the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on February 12, 2013 (the “Consent
Deadline” and each such Lender, a “Consenting Lender”) equal to 0.10% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline and (y) the
aggregate amount of the Revolving Commitment, if any, of such Consenting Lender as of the Consent Deadline. 
 6. Continuing
Effect of the Credit Agreement. This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on
the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement and each other Loan Document are and shall remain in full force
and effect. The Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document. 

  
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 7. Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy
or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 
 8.
GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO
HEREBY AGREES AS SET FORTH IN SECTION 10.18 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. 
 9.
Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the
transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 [rest of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
		
	By	 	 /s/ RICHARD J POULTON

		 	Name: Richard J. Poulton
		 	Title: Chief Financial Officer
	
	ALLSCRIPTS HEALTHCARE, LLC
		
	By	 	 /s/ RICHARD J POULTON

		 	Name: Richard J. Poulton
		 	Title: Chief Financial Officer









 
			
	JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent and as a Lender
		
	By	 	 /S/ KRYS SZREMSKI

		 	Name: Krys Szremski
		 	Title: Vice President
	
	PT. Bank Negara Indonesia (Persero) Tbk., as a Lender
		
	By:	 	 /s/ YUDAYAT MOHAMMAD

		 	Name: Yudayat Mohammad
		 	Title: General Manager
		
	By:	 	 /s/ JERRY PHILLIPS

		 	Name: Jerry Phillips
		 	Title: Credit Manager
	
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ W. J. BOWNE

		 	Name: W. J. Bowne
		 	Title: Senior Vice President
	
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	 /s/ DAVID J. SANCHEZ SR.

		 	Name: David J. Sanchez Sr.
		 	Title: Authorized Signer









 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ RYAN WHITE

		 	Name: Ryan White
		 	Title: Managing Director
	
	EAST WEST BANK, as a Lender
		
	By:	 	 /s/ ANDREW MARIA

		 	Name: Andrew Maria
		 	Title: Vice President
	
	Bank of America, N.A., as a Lender
		
	By:	 	 /s/ JEREMY SCHMITT

		 	Name: Jeremy Schmitt
		 	Title: Vice President
	
	RBS Citizens, as a Lender
		
	By:	 	 /s/ KRISTEN L. LENDA 

		 	Name: Kristen L. Lenda
		 	Title: Vice President
	
	HSBC Bank USA, N.A., as a Lender
		
	By:	 	 /s/ KIM PUSZCZEWICZ

		 	Name: Kim Puszczewicz
		 	Title: Vice President









 
			
	CHANG HWA COMMERCIAL BANK, LTD LOS ANGELES BRANCH, as a Lender
		
	By:	 	 /s/ YEN-MAO FANG

		 	Name: Yen-Mao Fang
		 	Title: AVP & Manager
	
	Taiwan Cooperative Bank, Ltd., Seattle Branch. Seattle Washington, as a Lender
		
	By:	 	 /s/ MING-CHIH CHEN

		 	Name: Ming-Chih Chen
		 	Title: V.P. and General Manager
	
	Sumitomo Mitsui Banking Corporation, as a Lender
		
	By:	 	 /s/ DAVID W. KEE

		 	Name: David W. Kee
		 	Title: Managing Director
	
	TD Bank, N.A., as a Lender
		
	By:	 	 /s/ SHREYA SHAH

		 	Name: Ms. Shreya Shah
		 	Title: Senior Vice President
	
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ VANESSA A. KURBATSKIY 

		 	Name: Vanessa A. Kurbatskiy
		 	Title: Vice President









 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ CHARLES RANDOLPH

		 	Name: Charles Randolph
		 	Title: Senior Vice President
	
	BMO Harris Bank, N.A., as a Lender
		
	By:	 	 /s/ JOHN RASKE 

		 	Name: John Raske
		 	Title: Managing Director
	
	Citibank, N.A., as a Lender
		
	By:	 	 /s/ PATRICIA GUERRA HEH

		 	Name: Patricia Guerra Heh
		 	Title: Vice President
	
	Deutsche Bank Trust Company Americas, as a Lender
		
	By:	 	 /s/ SHIREEN LOH

		 	Name: Shireen Loh
		 	Title: Assistant Vice President
		
	By:	 	 /s/ SCOTTYE LINDSEY

		 	Name: Scottye Lindsey
		 	Title: Director









 
			
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ LANA GIFAS

		 	Name: Lana Gifas
		 	Title: Director
		
	By:	 	 /s/ DAVID URBAN

		 	Name: David Urban
		 	Title: Associate Director
	
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ SUKANYA V. RAJ

		 	Name: Sukanya V. Raj
		 	Title: Vice President & Portfolio Manager
	
	First Tennessee Bank National Association, as a Lender
		
	By:	 	 /s/ JAMES H. MOORE, JR.

		 	Name: James H. Moore, Jr.
		 	Title: Senior Vice President
	
	FIRST HAWAIIAN BANK, as a Lender
		
	By:	 	 /s/ DAWN HOFMANN

		 	Name: Dawn Hofmann
		 	Title: Senior Vice President
	
	Bank of China, Los Angeles Branch, as a Lender
		
	By:	 	 /s/ HAIYONG YANG

		 	Name: Haiyong Yang
		 	Title: Vice President & Branch Manager









 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ NATHANIEL E. SHER

		 	Name: Nathaniel E. Sher
		 	Title: Vice President
	
	U.S. Bank, National Association, as a Lender
		
	By:	 	 /s/ NATHAN M. HALL

		 	Name: Nathan M. Hall
		 	Title: Assistant Vice President
	
	E.Sun Commercial Bank, Ltd., Los Angeles Branch, as a Lender
		
	By:	 	 /s/ HOMER HOU

		 	Name: Homer Hou
		 	Title: V.P. & Credit Manager
	
	The Northern Trust Company, as a Lender
		
	By:	 	 /s/ SARA BRAVO 

		 	Name: Sara Bravo
		 	Title: Second Vice President









 
			
	The Bank of East Asia, Limited, New York Branch, as a Lender
		
	By:	 	 /s/ JAMES HUA 

		 	Name: James Hua
		 	Title: SVP
		
	By:	 	 /s/ KITTY SIN

		 	Name: Kitty Sin
		 	Title: SVP
	
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ JOHN CAPPELLARI

		 	Name: John Cappellari
		 	Title: Director
	
	UNION BANK, N.A., as a Lender
		
	By:	 	 /s/ SARAH WILLETT

		 	Name: Sarah Willett
		 	Title: Vice President
	
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
		
	By:	 	 /s/ JAIME SUSSMAN

		 	Name: Jaime Sussman
		 	Title: Vice President
	
	MIZUHO CORPORATE BANK, LTD., as a Lender
		
	By:	 	 /s/ BERTRAM H. TANG

		 	Name: Bertram H. Tang
		 	Title: Authorized Signatory









 ANNEX A 
 Schedule 1.1(D) 
 Specified Add-Backs 

 

																	
	 	  	Fiscal Quarter
Ended March 31,
2012	 	  	Fiscal Quarter
Ended June 30,
2012	 	  	Fiscal Quarter
Ended September 30,
2012	 	  	Fiscal Quarter
Ended December 31,
2012	 
	 Executive related (severance/retention)
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	$	5,000,000	  
	 Other severance/retention
	  	 	—  	  	  	$	1,800,000	  	  	$	600,000	  	  	$	700,000	  
	 Shareholder litigation/strategic alternatives/board matters
	  	$	3,100,000	  	  	$	2,700,000	  	  	$	2,900,000	  	  	$	2,800,000	  
	 Merger related/other
	  	$	1,500,000	  	  	$	1,300,000	  	  	$	800,000	  	  	$	200,000	  
	 Bad debt reserve in respect of aged accounts receivable
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	$	9,700,000	  
	 Total
	  	$	4,600,000	  	  	$	5,800,000	  	  	$	4,300,000	  	  	$	18,400,000	  








 ANNEX B 
 ACKNOWLEDGEMENT AND CONFIRMTATION 
 Each of the parties hereto hereby acknowledges
and consents to the First Amendment, dated as of February     , 2013 (the “Amendment”), to the Credit Agreement, dated as of August 20, 2010 and amended and restated as of March 31, 2011 (as amended,
supplemented or modified from time to time, the “Credit Agreement”; capitalized terms used herein, but not defined, shall have the meanings set forth in the Credit Agreement), among ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware
corporation, ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company, the several banks and other financial institutions or entities from time to time parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent, and agrees
with respect to each Loan Document to which it is a party: 
 (a) all of its obligations, liabilities and indebtedness under such
Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of the Amendment; and 

(b) all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous
basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of the Amendment, as
collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents. 
 THIS ACKNOWLEDGMENT AND CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK. 
 This Acknowledgment and Confirmation may be executed by one or more of the parties to this
Acknowledgement and Confirmation on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgement and
Confirmation by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 

[Remainder of page intentionally left blank.] 

 

			
	[LOAN PARTIES]
		
	By	 	  

		 	Name:
		 	Title: