AMENDMENT NUMBER THREE TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NUMBER THREE TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment Number Three to Amended and Restated Credit Agreement (“Amendment”) is entered into as of March 31, 2008, 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) Section 6.16(a)(iii) of the Agreement is hereby amended to read as follows:
(iii) Minimum TTM Recurring Revenues. TTM Recurring Revenues, measured on the last day of each fiscal quarter, of at least the required amount set forth in the following table for the applicable measurement date set forth opposite thereto:
| Applicable Amount | Measurement Date | |
| $222,600,000 | March 31, 2008 | |
| $214,500,000 | June 30, 2008 | |
| $208,500,000 | September 30, 2008 | |
| $209,700,000 | December 31, 2008 and the last day of each calendar quarter thereafter |
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 t`his 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 Three to Amended and Restated Credit Agreement
| BORROWERS: | ||
| THE TRIZETTO GROUP, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| DIOGENES, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| INFOTRUST COMPANY, | ||
| an Illinois corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| NOVALIS CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| NOVALIS DEVELOPMENT & LICENSING CORPORATION, | ||
| an Indiana corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
Amendment Number Three to Amended and Restated Credit Agreement
| NOVALIS DEVELOPMENT CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| NOVALIS SERVICES CORPORATION, | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| OPTION SERVICES GROUP, INC., | ||
| an Illinois corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| DIGITAL INSURANCE SYSTEMS CORPORATION, | ||
| an Ohio corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| FINSERV HEALTH CARE SYSTEMS, INC., | ||
| a New York corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| CREATIVE BUSINESS SOLUTIONS, INC., | ||
| a Texas corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
Amendment Number Three to Amended and Restated Credit Agreement
| HEALTHCARE MEDIA ENTERPRISES, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| HEALTH NETWORKS OF AMERICA, INC., | ||
| a Maryland corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| HEALTHWEB, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| MARGOLIS HEALTH ENTERPRISES, INC., | ||
| a California corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| TRIZETTO APPLICATION SERVICES, INC., | ||
| a Colorado corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| WINTHROP FINANCIAL GROUP, INC., | ||
| an Illinois corporation. | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
Amendment Number Three to Amended and Restated Credit Agreement
| CAREKEY, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| PLAN DATA MANAGEMENT, INC., | ||
| a Delaware corporation. | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| QUALITY CARE SOLUTIONS, INC., | ||
| a Nevada corporation. | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
| QCSI PUERTO RICO, INC., | ||
| a Delaware corporation. | ||
| By: | /s/ Bob Barbieri | |
| Name: | Bob Barbieri | |
| Title: | CFO | |
Amendment Number Three 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 Three to Amended and Restated Credit Agreement
| UBS LOAN FINANCE LLC, | ||
| as a Lender | ||
| By: | /s/ Mary E. Evans | |
| Name: | Mary E. Evans | |
| Title: | Associate Director | |
| By: | /s/ Irja R. Otsa | |
| Name: | Irja R. Otsa | |
| Title: | Associate Director | |
Amendment Number Three 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 Three 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 Three to Amended and Restated Credit Agreement
| COMERICA BANK, | ||
| as a Lender | ||
| By: | /s/ Wayne Liao | |
| Name: | Wayne Liao | |
| Title: | CBO | |
Amendment Number Three 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/ Joanna McFadden | |
| Name: | Joanna McFadden | |
| Title: | Assistant Vice President | |
Amendment Number Three 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 Three 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 | |
| By: | /s/ Joanna McFadden | |
| Name: | Joanna McFadden | |
| Title: | Assistant Vice President | |
Amendment Number Three to Amended and Restated Credit Agreement
| KEYBANK NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Sarah Dill | |
| Name: | Sarah Dill | |
| Title: | Vice President | |
Amendment Number Three to Amended and Restated Credit Agreement
