1st Amendmt to Amended and Restated Credit Agmt., Dated 07/01/2007



 Exhibit 10.7 
 AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT 
 This Amendment Number One to Amended
and Restated Credit Agreement (“Amendment”) is entered into as of July 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 October 1, 2007. 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 and on October 2, 2007 (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 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) 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 October 2, 2007, 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.” 
 (c) Section 6.1(h) of the Agreement is hereby amended to read as follows: 
 “(h)
Indebtedness in connection with the issuance by Parent of unsecured convertible notes more specifically described in: (i) the Prospectus attached hereto as Exhibit D and made a part hereof by this reference (the “Convertible
Notes”) and (ii) the Prospectus attached hereto as Exhibit 6.1(h) and made a part hereof by this reference (the “2007 Notes”).” 
 (d) Section 6.7(a) of the Agreement is hereby amended by the adding the following language at the end of that section: 
 “and (iv) Indebtedness under the 2007 Notes so long as: (1) no Default or Event of Default exists before and immediately after giving
effect to such prepayment, (2) such prepayments are permitted by the terms of the 2007 Notes and the indenture under which the 2007 Notes are issued and (3) Borrowers will have liquidity of no less than $100,000,000 before and immediately
after giving effect to such prepayment.” 
 (e) The following definitions in Schedule 1.1 are hereby amended to read as follows:

 “‘Bank Product’ means any financial accommodation extended to Administrative Borrower or its Subsidiaries by a Bank
Product Provider (other than pursuant to the Agreement) including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including
controlled disbursement, accounts or services, or (g) transactions under Hedge Agreements; provided, however, that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under
Section 2.4 the applicable Bank Product Provider and Borrower must have previously provided written notice to Agent of (i) the existence of such Bank Product, (ii) the maximum dollar amount of obligations arising thereunder to be
included as a Bank Product Reserve (“Bank Product Amount”), and (iii) the methodology to be used by such parties in determining the Bank Product debt owing from time to time. The Bank Product Amount may be changed from time to
time upon written notice to Agent by the applicable Bank Product Provider or Borrower. No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve in such amount would cause an
Overadvance. 
  

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 ‘Bank Product Provider’ means Wells Fargo, any Lender, and any of their
Affiliates.” 
 (f) The following definitions are hereby added to Schedule 1.1 in the appropriate alphabetical order: 

“2007 Notes” has the meaning specified therefor in Section 6.1(h). 
 “Term Loan Draw Date” has the meaning specified therefor in Section 2.2(b). 
 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. 
 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 Thomson

	Name:	 	Lendell Thompson
	Title:	 	Vice President


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	BORROWERS:
	
	 THE TRIZETTO GROUP, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 DIOGENES, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 INFOTRUST COMPANY,
 an Illinois corporation


		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 NOVALIS CORPORATION,
 a Delaware corporation


		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 NOVALIS DEVELOPMENT & LICENSING CORPORATION,
 an Indiana corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	NOVALIS DEVELOPMENT CORPORATION,
	a Delaware corporation
		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 NOVALIS SERVICES CORPORATION,
 a Delaware
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 OPTION SERVICES GROUP, INC.,
 an Illinois
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 DIGITAL INSURANCE SYSTEMS CORPORATION,
 an Ohio corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 FINSERV HEALTH CARE SYSTEMS, INC.,
 a New
York corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 CREATIVE BUSINESS SOLUTIONS, INC.,
 a Texas
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	HEALTHCARE MEDIA ENTERPRISES, INC.,
	a Delaware corporation
		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 HEALTH NETWORKS OF AMERICA, INC.,
 a Maryland
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 HEALTHWEB, INC.,
 a Delaware
corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 MARGOLIS HEALTH ENTERPRISES, INC.,
 a
California corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 TRIZETTO APPLICATION SERVICES, INC.,
 a
Colorado corporation

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 WINTHROP FINANCIAL GROUP, INC.,
 an Illinois
corporation.

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	CAREKEY, INC.,
	a Delaware corporation
		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 PLAN DATA MANAGEMENT, INC.,
 a Delaware
corporation.

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 QUALITY CARE SOLUTIONS, INC.,
 a Nevada
corporation.

		
	By:	 	 /s/ Jeffrey H. Margolis

	Name:	 	Jeffrey H. Margolis
	Title:	 	Chairman & CEO
	
	 QCSI PUERTO RICO, INC.,
 a Delaware
corporation.

		
	By:	 	 /s/ Ronald L. Scarboro

	Name:	 	Ronald L. Scarboro
	Title:	 	President


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	BANK OF THE WEST,
	as a Lender
		
	By:	 	 /s/ Cecile Segovia

	Name:	 	Cecile Segovia
	Title:	 	Vice Presdient


  

 Amendment Number One 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 Product Services, US
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director Banking Product Services, US


  

 Amendment Number One 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 One 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 One to Amended and Restated Credit Agreement 









			
	E* TRADE BANK,
	as a Lender
		
	By:	 	 /s/ Sam Crow

	Name:	 	Sam Crow
	Title:	 	Senior Manager


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	BMO CAPITAL MARKETS FINANCING, INC.,
	as a Lender
		
	By:	 	 /s/ Michael D. Pincus

	Name:	 	Michael D. Pincus
	Title:	 	Managing Director


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	COMERICA BANK,
	as a Lender
		
	By:	 	 /s/ Wayne Liao

	Name:	 	Wayne Liao
	Title:	 	Corporate Banking Officer


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	ALLIED IRISH BANKS, p.l.c.,
	as a Lender
		
	By:	 	 /s/ Martin Chin

	Name:	 	Martin Chin
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Eanna Mulkere

	Name:	 	Eanna Mulkere
	Title:	 	Assistant Vice President


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as a Lender
		
	By:	 	 /s/ Dwayne Coker

	Name:	 	Dwayne Coker
	Title:	 	Duly Authorized Signatory


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	AIB DEBT MANAGEMENT LIMITED,
	as a Lender
		
	By:	 	 /s/ John Farrace

	Name:	 	John Farrace
	Title:	 	Director
		
	By:	 	 /s/ Eanna Mulkere

	Name:	 	Eanna Mulkere
	Title:	 	Assistant Vice President


  

 Amendment Number One to Amended and Restated Credit Agreement 









			
	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Raed Y. Alfaydumi

	Name:	 	Raed Y. Alfaydumi
	Title:	 	Vice President


  

 Amendment Number One to Amended and Restated Credit Agreement