Second Amendment to the Amended and Restated Credit Agreement



 Exhibit 10.4 
 AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENT 
 This Amendment Number Two to Amended
and Restated Credit Agreement (“Amendment”) is entered into as of October 1, 2007, by and among WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the Lenders set forth in the
signature pages of this Amendment (in such capacity, the “Agent”) and the Lenders, on the one hand, and THE TRIZETTO GROUP, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries
identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the
“Borrowers”), on the other hand, in light of the following: 
 A. Agent, Lenders and Borrowers have previously entered into
that certain Amended and Restated Credit Agreement, dated as of January 10, 2007 (as amended, the “Agreement”). 
 B.
Borrowers, Agent and Lenders desire to amend the Agreement as provided for and on the conditions herein. 
 NOW, THEREFORE, Borrowers, Agent
and Lenders hereby amend and supplement the Agreement as follows: 
 1. DEFINITIONS. All initially capitalized terms used
in this amendment shall have the meanings given to them in the agreement unless specifically defined herein. 
 2. AMENDMENTS TO THE
AGREEMENT. 
 (a) Sections 2.2(a) and (b) of the Agreement are hereby amended to read as follows:

 “(a) Subject to and upon the terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees (severally, not
jointly or jointly and severally) to make one or more term loans (collectively, all such term loans by all such Lenders, the “Term Loan”) to Borrowers in an aggregate principal amount equal to such Lender’s Pro Rata Share of
the Term Loan Amount. The Term Loan may be made pursuant to 2 or more draws by the Borrowers (each a “Term Loan Draw”). The first Term Loan Draw shall be funded on the Closing Date and shall be in a minimum amount of $75,000,000.
Borrowers may request additional Term Loan Draws at any time after the Closing Date through and including March 31, 2008. The aggregate amount of all Term Loan Draws shall not exceed the Term Loan Amount. The maximum amount of any Term Loan
Draw may not exceed, when funded, the Term Loan Availability on such date. Each Term Loan Draw shall be in a minimum amount of $10,000,000 and integral multiples of $500,000 in excess thereof, or the remaining unfunded amount of the Term Loan.

 (b) Commencing on June 30, 2007 and continuing on the first day of each calendar quarter thereafter through the Maturity Date,
Borrowers shall repay the Term Loan in an amount equal to the quotient obtained by dividing (a) the outstanding principal balance of the Term Loan as of the end of business on June 30, 2007 by (b) 28; provided, however,
that the repayment amount shall be recalculated after each Term Loan Draw (each such date, a “Term Loan Draw Date”) and the amount of each quarterly payment thereafter shall be equal to the quotient obtained by dividing:
(y) the outstanding principal balance of the Term Loan as of such Term Loan Draw Date (after giving effect to the Term Loan Draw on such Term Loan Draw Date) divided by (z) the difference of 28 minus the number of any scheduled principal
payments of the Term Loan made on or before the Term Loan Draw Date. The outstanding 

  

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unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earliest of (i) the Maturity Date,
(ii) the date of the acceleration of the Term Loan in accordance with the terms hereof, and (iii) the date of termination of this Agreement pursuant to Section 8.1(c). All principal of, interest on, and other amounts payable in
respect of the Term Loan shall constitute Obligations.” 
 (b) The definitions of Share Repurchases and Term Loan
Availability in Schedule 1.1 of the Agreement is hereby amended to read as follows: 
 “Share Repurchases” means a
transaction or series of transactions whereby Parent repurchases Stock of Parent, (i) pursuant to Parent’s Stock repurchase plan approved by the Board of Directors (the “Plan Share Repurchases”), as long as: (x) no Default
or Event of Default shall have occurred and be continuing either before or immediately after giving effect to a Plan Share Repurchase, (y) both before and immediately after giving effect to any Plan Share Repurchase, Borrowers would have
Liquidity in excess of $30,000,000 and (z) the aggregate amount of consideration paid for such Plan Share Repurchases shall not exceed $5,000,000; (ii) pursuant to repurchase rights exercisable in connection with the termination of service
of any service provider to any Borrower (the “Other Share Repurchases”), provided: (y) no Default or Event of Default shall have occurred and be continuing or would result from any Other Share Repurchase and (z) the aggregate
amount of consideration paid for such Other Share Repurchase shall not exceed $500,000 in any one fiscal year; and (iii) pursuant to Plan Share Repurchases (in addition to those permitted under clause (i) above and referred to herein as
the “Additional Plan Share Repurchases”) as long as: (w) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to an Additional Plan Share Repurchase, (x) both
before and immediately after giving effect to any Additional Plan Share Repurchase, Borrowers would have Liquidity in excess of $80,000,000, (y) the aggregate amount of consideration paid for such Additional Plan Share Repurchases shall not
exceed $100,000,000, and (z) all such Additional Plan Share Repurchases described in this clause (iii) shall be consummated on or before March 31, 2008. 
 “Term Loan Availability” means, as of any date of determination, the difference of (A) the lesser of: (i) the EBITDA Term Loan Limit or the (ii) Term Loan Amount, minus (B) an
amount equal to the principal amount of all Term Loan Draws made prior to such date. 
 (c) Section 2.11(b) of the
Agreement is hereby amended to read as follows: 
 “(b) Unused Term Loan Commitment Fee. On the first day of each month
commencing on the first Business Day of the month following the Closing Date and continuing through April 1, 2008, an unused term loan commitment fee in an amount equal to 0.30% per annum times the result of (i) the Term Loan
Amount, less (ii) the outstanding balance of the Term Loan on such date.” 
 3. REPRESENTATIONS AND WARRANTIES. Each
Borrower hereby affirms to Agent and Lenders that all of such Borrower’s representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof. 
 4. NO DEFAULTS. Borrowers hereby affirm to the Lender Group that no Event of Default has occurred and is continuing as of the date hereof.

 5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon receipt by Agent of a fully
executed copy of this Amendment. 
  

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 6. COSTS AND EXPENSES. Borrowers shall pay to Agent all of Agent’s out-of-pocket costs
and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other
fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents. 
 7. LIMITED
EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended
and supplemented hereby, shall remain in full force and effect. 
 8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. 
 [Signatures on next page] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

  

			
	WELLS FARGO FOOTHILL, INC.,
	a California corporation, as Agent and a Lender
		
	By:	 	/s/ Lendell Thompson
	Name:	 	Lendell Thompson
	Title:	 	Vice President


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	BORROWERS:
	
	THE TRIZETTO GROUP, INC.,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	DIOGENES, INC.,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	INFOTRUST COMPANY,
	an Illinois corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	NOVALIS CORPORATION,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	NOVALIS DEVELOPMENT & LICENSING CORPORATION,
	an Indiana corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	NOVALIS DEVELOPMENT CORPORATION,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	NOVALIS SERVICES CORPORATION,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	OPTION SERVICES GROUP, INC.,
	an Illinois corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	DIGITAL INSURANCE SYSTEMS CORPORATION,
	an Ohio corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	FINSERV HEALTH CARE SYSTEMS, INC.,
	a New York corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	CREATIVE BUSINESS SOLUTIONS, INC.,
	a Texas corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	HEALTHCARE MEDIA ENTERPRISES, INC.,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	HEALTH NETWORKS OF AMERICA, INC.,
	a Maryland corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	HEALTHWEB, INC.,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	MARGOLIS HEALTH ENTERPRISES, INC.,
	a California corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	TRIZETTO APPLICATION SERVICES, INC.,
	a Colorado corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	WINTHROP FINANCIAL GROUP, INC.,
	an Illinois corporation.
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	CAREKEY, INC.,
	a Delaware corporation
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	PLAN DATA MANAGEMENT, INC.,
	a Delaware corporation.
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	QUALITY CARE SOLUTIONS, INC.,
	a Nevada corporation.
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer
	
	QCSI PUERTO RICO, INC.,
	a Delaware corporation.
		
	By:	 	/s/ Robert G. Barbieri
	Name:	 	Robert G. Barbieri
	Title:	 	Chief Financial Officer


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	BANK OF THE WEST,
	as a Lender
		
	By:	 	/s/ Cecile Segovia
	Name:	 	Cecile Segovia
	Title:	 	Vice President


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	UBS LOAN FINANCE LLC,
	as a Lender
		
	By:	 	/s/ David B. Julie
	Name:	 	David B. Julie
	Title:	 	Associate Director Banking Products Services, US
		
	By:	 	/s/ Irja R. Otsa
	Name:	 	Irja R. Otsa
	Title:	 	Associate Director Banking Products Services, US


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	UNION BANK OF CALIFORNIA, N.A.,
	as a Lender
		
	By:	 	/s/ James Heim
	Name:	 	James Heim
	Title:	 	Vice President


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	JPMORGAN CHASE BANK, N.A,
	as a Lender
		
	By:	 	/s/ Anthony Galea
	Name:	 	Anthony Galea
	Title:	 	Vice President


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	E* TRADE BANK,
	as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	BMO CAPITAL MARKETS FINANCING, INC.,
	as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	COMERICA BANK,
	as a Lender
		
	By:	 	/s/ Wayne Liao
	Name:	 	Wayne Liao
	Title:	 	Corporate Banking Officer


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	ALLIED IRISH BANKS, p.l.c.,
	as a Lender
		
	By:	 	/s/ Jean Pierre Knight
	Name:	 	Jean Pierre Knight
	Title:	 	Vice President
		
	By:	 	/s/ Eanna P. Mulkere
	Name:	 	Eanna P. Mulkere
	Title:	 	Assistant Vice President


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as a Lender
		
	By:	 	/s/ Bond Harberts
	Name:	 	Bond Harberts
	Title:	 	SVP


 Amendment Number Two to Amended and Restated Credit Agreement 








			
	AIB DEBT MANAGEMENT LIMITED,
	as a Lender
		
	By:	 	/s/ Jean Pierre Knight
	Name:	 	Jean Pierre Knight
	Title:	 	 Vice President
 Investment Advisor to AIB Management,
Limited

		
	By:	 	/s/ Eanna P. Mulkere
	Name:	 	Eanna P. Mulkere
	Title:	 	 Assistant Vice President
 Investment Advisor to AIB
Management, Limited



 Amendment Number Two to Amended and Restated Credit Agreement 








			
	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Raed Y. Alfayoumi
	Name:	 	Raed Y. Alfayoumi
	Title:	 	Vice President


 Amendment Number Two to Amended and Restated Credit Agreement