FIRST AMENDMENT

EX-10.3 3 d465897dex103.htm EX-10.3 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:

 

2


“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.

 

3


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]

 

4


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: