0001193125-07-057234 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT by and among THE TRIZETTO GROUP, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger...
Credit Agreement • March 16th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation • California

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of January 10, 2007, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), 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”).

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Restricted Stock Award Agreement Performance Compensation Award
Restricted Stock Award Agreement • March 16th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation

You are hereby awarded Restricted Stock subject to the terms and conditions set forth in this Restricted Stock Award Agreement (the “Award”) and in The TriZetto Group, Inc. 1998 Long-Term Incentive Plan, as amended (the “Plan”), which is attached hereto as Exhibit A. All terms in this Award that begin with a capital letter are defined in the Plan or in this Award.

SIXTH MODIFICATION AND RATIFICATION OF LEASE
Sixth Modification and Ratification of Lease • March 16th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation

THIS SIXTH MODIFICATION AND RATIFICATION OF LEASE (this “Modification”) is made and entered into effective the 19th day of May 2003, by and between ST. PAUL PROPERTIES, INC., a Delaware corporation (“Landlord”), and THE TRIZZETTO GROUP, INC., a Delaware corporation (“Tenant”).

SEVENTH MODIFICATION AND RATIFICATION OF LEASE
Seventh Modification and Ratification of Lease • March 16th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation

THIS SEVENTH MODIFICATION AND RATIFICATION OF LEASE (this “Modification”) is made and entered into effective the 12th day of April 2004, by and between ST. PAUL PROPERTIES, INC., a Delaware corporation (“Landlord”), and THE TRIZETTO GROUP, INC., a Delaware corporation (“Tenant”).

EIGHT MODIFICATION AND RATIFICATION OF LEASE
Eight Modification and Ratification of Lease • March 16th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation

THIS EIGHTH MODIFICATION AND RATIFICATION OF LEASE (this “Modification”) is made and entered into effective the 7th day of April 2006, by and between ST. PAUL PROPERTIES, INC., a Delaware corporation (“Landlord”), and THE TRIZETTO GROUP, INC., a Delaware corporation (“Tenant”).

FIFTH MODIFICATION AND RATIFICATION OF LEASE
Fifth Modification and Ratification of Lease • March 16th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation

THIS FIFTH MODIFICATION AND RATIFICATION OF LEASE (this “Modification”) is made and entered into effective the 31st day of October 2002, by and between ST. PAUL PROPERTIES, INC., a Delaware corporation (“Landlord”), and THE TRIZETTO GROUP, INC., a Delaware corporation (“Tenant”).

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