FIRST AMENDMENT

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.

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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/ XXXXXXX X XXXXXXX
		Name: Xxxxxxx X. Xxxxxxx
		Title: Chief Financial Officer
ALLSCRIPTS HEALTHCARE, LLC
By		/s/ XXXXXXX X XXXXXXX
		Name: Xxxxxxx X. Xxxxxxx
		Title: Chief Financial Officer

JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent and as a Lender
By		/S/ XXXX XXXXXXXX
		Name: Xxxx Xxxxxxxx
		Title: Vice President
PT. Bank Negara Indonesia (Persero) Tbk., as a Lender
By:		/s/ YUDAYAT XXXXXXXX
		Name: Yudayat Xxxxxxxx
		Title: General Manager
By:		/s/ XXXXX XXXXXXXX
		Name: Xxxxx Xxxxxxxx
		Title: Credit Manager
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ X. X. XXXXX
		Name: X. X. Xxxxx
		Title: Senior Vice President
Xxxxx Fargo Bank, N.A., as a Lender
By:		/s/ XXXXX X. XXXXXXX XX.
		Name: Xxxxx X. Xxxxxxx Xx.
		Title: Authorized Signer

THE BANK OF NOVA SCOTIA, as a Lender
By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Managing Director
EAST WEST BANK, as a Lender
By:		/s/ XXXXXX XXXXX
		Name: Xxxxxx Xxxxx
		Title: Vice President
Bank of America, N.A., as a Lender
By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
RBS Citizens, as a Lender
By:		/s/ XXXXXXX X. XXXXX
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President
HSBC Bank USA, N.A., as a Lender
By:		/s/ XXX XXXXXXXXXXX
		Name: Xxx Xxxxxxxxxxx
		Title: Vice President

XXXXX XXX 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-XXXX XXXX
		Name: Ming-Xxxx Xxxx
		Title: V.P. and General Manager
Sumitomo Mitsui Banking Corporation, as a Lender
By:		/s/ XXXXX X. XXX
		Name: Xxxxx X. Xxx
		Title: Managing Director
TD Bank, N.A., as a Lender
By:		/s/ XXXXXX XXXX
		Name: Ms. Xxxxxx Xxxx
		Title: Senior Vice President
BARCLAYS BANK PLC, as a Lender
By:		/s/ XXXXXXX X. XXXXXXXXXX
		Name: Xxxxxxx X. Xxxxxxxxxx
		Title: Vice President

COMPASS BANK, as a Lender
By:		/s/ XXXXXXX XXXXXXXX
		Name: Xxxxxxx Xxxxxxxx
		Title: Senior Vice President
BMO Xxxxxx Bank, N.A., as a Lender
By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Managing Director
Citibank, N.A., as a Lender
By:		/s/ XXXXXXXX XXXXXX HEH
		Name: Xxxxxxxx Xxxxxx Heh
		Title: Vice President
Deutsche Bank Trust Company Americas, as a Lender
By:		/s/ XXXXXXX XXX
		Name: Xxxxxxx Xxx
		Title: Assistant Vice President
By:		/s/ XXXXXXX XXXXXXX
		Name: Xxxxxxx Xxxxxxx
		Title: Director

UBS LOAN FINANCE LLC, as a Lender
By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Director
By:		/s/ XXXXX XXXXX
		Name: Xxxxx Xxxxx
		Title: Associate Director
KEYBANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ XXXXXXX X. XXX
		Name: Xxxxxxx X. Xxx
		Title: Vice President & Portfolio Manager
First Tennessee Bank National Association, as a Lender
By:		/s/ XXXXX X. XXXXX, XX.
		Name: Xxxxx X. Xxxxx, Xx.
		Title: Senior Vice President
FIRST HAWAIIAN BANK, as a Lender
By:		/s/ XXXX XXXXXXX
		Name: Xxxx Xxxxxxx
		Title: Senior Vice President
Bank of China, Los Angeles Branch, as a Lender
By:		/s/ XXXXXXX XXXX
		Name: Xxxxxxx Xxxx
		Title: Vice President & Branch Manager

FIFTH THIRD BANK, as a Lender
By:		/s/ XXXXXXXXX X. XXXX
		Name: Xxxxxxxxx X. Xxxx
		Title: Vice President
U.S. Bank, National Association, as a Lender
By:		/s/ XXXXXX X. XXXX
		Name: Xxxxxx X. Xxxx
		Title: Assistant Vice President
E.Sun Commercial Bank, Ltd., Los Angeles Branch, as a Lender
By:		/s/ XXXXX XXX
		Name: Xxxxx Xxx
		Title: V.P. & Credit Manager
The Northern Trust Company, as a Lender
By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Second Vice President

The Bank of East Asia, Limited, New York Branch, as a Lender
By:		/s/ XXXXX XXX
		Name: Xxxxx Xxx
		Title: SVP
By:		/s/ KITTY SIN
		Name: Kitty Sin
		Title: SVP
SUNTRUST BANK, as a Lender
By:		/s/ XXXX XXXXXXXXXX
		Name: Xxxx Xxxxxxxxxx
		Title: Director
UNION BANK, N.A., as a Lender
By:		/s/ XXXXX XXXXXXX
		Name: Xxxxx Xxxxxxx
		Title: Vice President
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By:		/s/ XXXXX XXXXXXX
		Name: Xxxxx Xxxxxxx
		Title: Vice President
MIZUHO CORPORATE BANK, LTD., as a Lender
By:		/s/ XXXXXXX X. XXXX
		Name: Xxxxxxx X. Xxxx
		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.

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[LOAN PARTIES]

By

Name:

Title: