TRIZETTO GROUP INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>a67079ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.5


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$15,000,000                                                     October 17, 2000


         FOR VALUE RECEIVED, the undersigned, THE TRIZETTO GROUP, INC., a
Delaware corporation ("TriZetto"), CREATIVE BUSINESS SOLUTIONS, INC., a Texas
corporation ("CBS"); FINSERV HEALTH CARE SYSTEMS, INC., a New York corporation
("Finserv"); HEALTHCARE MEDIA ENTERPRISES, INC., a Delaware corporation ("HME");
HEALTHWEB, INC., a Delaware corporation ("HealthWeb"); MARGOLIS HEALTH
ENTERPRISES, INC., a California corporation ("Margolis"); NOVALIS CORPORATION, a
Delaware corporation ("Novalis"); TRIZETTO APPLICATION SERVICES, INC., a
Colorado corporation ("TriZetto Application"); HEALTHCARE MEDIA PRIVATE LIMITED,
an India company and subsidiary of HME ("HMP"); DIGITAL INSURANCE SYSTEMS
CORPORATION, an Ohio corporation ("Digital"); HEALTH NETWORKS OF AMERICA, INC.,
a Maryland corporation ("Health Networks"); NOVALIS DEVELOPMENT CORPORATION, a
Delaware corporation ("Novalis Development"); NOVALIS DEVELOPMENT & LICENSING
CORPORATION, an Indiana corporation ("Novalis Licensing"); NOVALIS SERVICES
CORPORATION, a Delaware corporation ("Novalis Services"); ERISCO, INC., a New
York corporation ("ERISCO" and collectively with TriZetto, CBS, Finserv, HME,
HealthWeb, Margolis, Novalis, TriZetto Application, HMP, Digital, Health
Networks, Novalis Development, Novalis Licensing, and Novalis Services, the
"Borrower"), jointly and severally, promise to pay, in lawful money of the
United States, to the order of HELLER HEALTHCARE FINANCE, INC., a Delaware
corporation (together with its successors and assigns, "Lender"), the principal
sum of Fifteen Million and No/100 Dollars ($15,000,000.00), or so much of such
principal sum as shall be advanced or readvanced and shall remain unpaid under
the Loan established pursuant to that certain Loan and Security Agreement dated
as of September 11, 2000 by and among the undersigned and Lender (as amended,
modified, restated or replaced from time to time, the "Loan Agreement"), plus
interest on the unpaid balance thereof, computed on a 360-day basis, at the rate
per annum that is set forth in the Loan Agreement. This Note amends, restates
and replaces in its entirety the Revolving Credit Note dated September 11, 2000
previously executed and delivered by Borrower and made payable to Lender.

         1. All capitalized terms used and not otherwise specifically defined in
this Revolving Credit Note (as amended, modified, restated or replaced from time
to time, the "Note") shall have the meanings given to them in the Loan
Agreement.

         2. This Note shall evidence the undersigned's obligation to repay all
sums advanced by Lender from time to time under the Loan Agreement and as part
of the Loan. The actual amount due and owing from time to time under this Note
shall be evidenced by Lender's records of receipts and disbursements with
respect to the Loan, which shall be conclusive evidence of that amount, absent
manifest error.

         3. Interest due pursuant to this Note shall be payable monthly, in
arrears, on the first Business Day of each month after the date of this Note
(for the previous month). For purposes of this Note, a "Business Day" shall mean
any day on which banks are open for business in Maryland, excluding Saturdays
and Sundays.



<PAGE>   2

         4. This Note shall become due and payable upon the earlier to occur of
(i) the expiration of the Term, or (ii) the occurrence of any Event of Default
under the Loan Agreement, or any other event under any other Loan Documents
which would result in this Note becoming due and payable. At such time, the
entire principal balance of this Note and all other fees, costs and expenses, if
any, shall be due and payable in full. Lender shall then have the option at any
time and from time to time to exercise all of the rights and remedies set forth
in this Note and in the other Loan Documents, as well as all rights and remedies
otherwise available to Lender at law or in equity, to collect the unpaid
indebtedness under this Note and the other Loan Documents. This Note is secured
by the Collateral, as defined in and described in the Loan Agreement.

         5. Whenever any principal and/or interest and/or fee under this Note
shall not be paid when due, whether at the stated maturity or by acceleration,
interest on such unpaid amounts shall thereafter be payable at a rate per annum
equal to five (5) percentage points above the stated rate of interest on this
Note until such amounts shall be paid.

         6. The undersigned and Lender intend to conform strictly to the
applicable usury laws in effect from time to time during the term of the Loan.
Accordingly, if any transaction contemplated by the Loan Agreement or this Note
would be usurious under such laws, then notwithstanding any other provision
hereof: (i) the aggregate of all interest that is contracted for, charged, or
received under this Note or under any other Loan Document shall not exceed the
maximum amount of interest allowed by applicable law, and any excess shall be
promptly credited to the undersigned by Lender (or, to the extent that such
consideration shall have been paid, such excess shall be promptly refunded to
the undersigned by Lender); (ii) neither the undersigned nor any other Person
(as defined in the Loan Agreement) now or hereafter liable hereunder shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the maximum interest permitted by applicable law; and (iii) the effective
rate of interest shall be reduced to the Highest Lawful Rate (as defined in the
Loan Agreement). All sums paid, or agreed to be paid, to Lender for the use,
forbearance, and detention of the debt of Borrower to Lender shall, to the
extent permitted by applicable law, be allocated throughout the full term of
this Note until payment is made in full so that the actual rate of interest does
not exceed the Highest Lawful Rate in effect at any particular time during the
full term thereof. If at any time the rate of interest under this Note exceeds
the Highest Lawful Rate, the rate of interest to accrue pursuant to this Note
shall be limited, notwithstanding anything to the contrary in this Note, to the
Highest Lawful Rate, but any subsequent reductions in the Base Rate shall not
reduce the interest to accrue pursuant to this Note below the Highest Lawful
Rate until the total amount of interest accrued equals the amount of interest
that would have accrued if a varying rate per annum equal to the interest rate
under the Note had at all times been in effect. If the total amount of interest
paid or accrued pursuant to this Note under the foregoing provisions is less
than the total amount of interest that would have accrued if a varying rate per
annum equal to the interest rate under this Note had been in effect, then the
undersigned agrees to pay to Lender an amount equal to the difference between
(x) the lesser of (A) the amount of interest that would have accrued if the
Highest Lawful Rate had at all times been in effect, or (B) the amount of
interest that would have accrued if a varying rate per annum equal to the
interest rate under the Note had at all times been in effect, and (y) the amount
of interest accrued in accordance with the other provisions of this Note and the
Loan Agreement.


                                       2


<PAGE>   3

         7. This Note is the "Note" referred to in the Loan Agreement, and is
issued pursuant to the Loan Agreement. Reference is made to the Loan Agreement
for a statement of the additional rights and obligations of the undersigned and
Lender. In the event of any conflict between the terms of this Note and the
terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. All
of the terms, covenants, provisions, conditions, stipulations, promises and
agreements contained in the Loan Documents to be kept, observed and/or performed
by the undersigned are made a part of this Note and are incorporated into this
Note by this reference to the same extent and with the same force and effect as
if they were fully set forth in this Note; the undersigned promises and agrees
to keep, observe and perform them or cause them to be kept, observed and
performed, strictly in accordance with the terms and provisions thereof.

         8. Each party liable on this Note in any capacity, whether as maker,
endorser, surety, guarantor or otherwise, (i) waives presentment for payment,
demand, protest and notice of presentment, notice of protest, notice of
non-payment and notice of dishonor of this debt and each and every other notice
of any kind respecting this Note and all lack of diligence or delays in
collection or enforcement hereof; (ii) agrees that Lender at any time or times,
without notice to the undersigned or its consent, may grant extensions of time,
without limit as to the number of the aggregate period of such extensions, for
the payment of any principal, interest or other sums due hereunder; (iii) to the
extent permitted by law, waives all exemptions under the laws of the State of
Maryland and/or any state or territory of the United States; (iv) to the extent
permitted by law, waives the benefit of any law or rule of law intended for its
advantage or protection as an obligor under this Note or providing for its
release or discharge from liability on this Note, in whole or in part, on
account of any facts or circumstances other than full and complete payment of
all amounts due under this Note; and (v) agrees to pay, in addition to all other
sums of money due, all cost of collection and attorney's fees, whether suit be
brought or not, if this Note is not paid in full when due, whether at the stated
maturity or by acceleration.

         9. No waiver by Lender of any one or more defaults by the undersigned
in the performance of any of its obligations under this Note shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different nature. No failure or delay on the part of Lender in exercising any
right, power or remedy under this Note (including, without limitation, the right
to declare this Note due and payable) shall operate as a waiver of such right,
power or remedy nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise of such right, power or
remedy or the exercise of any other right, power or remedy.

         10. If any term, provision, covenant or condition of this Note or the
application of any term, provision, covenant or condition of this Note to any
party or circumstance shall be found by a court of competent jurisdiction to be,
to any extent, invalid or unenforceable, then the remainder of this Note and the
application of such term, provision, covenant, or condition to parties or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, provision, covenant or condition
shall be valid and enforced to the fullest extent permitted by law. Upon
determination that any such term, provision, covenant or condition is invalid,
illegal or unenforceable, Lender may, but is not obligated to, advance funds to
Borrower under this Note until Borrower and Lender amend this Note so as to
effect the original intent of the parties as closely as possible in a valid and
enforceable manner.


                                       3


<PAGE>   4

         11. No amendment, supplement or modification of this Note nor any
waiver of any provision of this Note shall be made except in writing executed by
the party against whom enforcement is sought.

         12. This Note shall be binding upon the undersigned and its successors
and assigns. Notwithstanding the foregoing, the undersigned may not assign any
of its rights or delegate any of its obligations under this Note without the
prior written consent of Lender, which may be withheld in its sole discretion.

         13. Each entity constituting Borrower shall be jointly and severally
liable for all of the obligations of Borrower under this Note.

         14. THIS NOTE IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF MARYLAND WITHOUT RESPECT TO ANY OTHERWISE APPLICABLE
CONFLICTS-OF-LAWS PRINCIPLES, BOTH AS TO INTERPRETATION AND PERFORMANCE, AND THE
PARTIES EXPRESSLY CONSENT AND AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF MARYLAND AND THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF MARYLAND AND TO THE LAYING OF VENUE IN THE STATE OF MARYLAND,
WAIVING ALL CLAIMS OR DEFENSES BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE, INCONVENIENT FORUM OR THE LIKE. BORROWER HEREBY CONSENTS TO SERVICE OF
PROCESS BY MAILING A COPY OF THE SUMMONS TO BORROWER, BY CERTIFIED OR REGISTERED
MAIL, POSTAGE PREPAID, TO BORROWER'S ADDRESS SET FORTH IN SECTION 9.4 OF THE
LOAN AGREEMENT. BORROWER FURTHER WAIVES ANY CLAIM FOR CONSEQUENTIAL DAMAGES IN
RESPECT OF ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY LENDER IN GOOD FAITH.

         15. IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF BORROWER OR OF ITS AFFILIATES SHALL
BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF BORROWER FOR PURPOSES OF ALL
APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE
FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE). BORROWER AGREES
THAT LENDER'S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY
OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY
DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN
EVIDENCE DEPOSITION. BORROWER IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE
EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN
THE MANNER REQUESTED BY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE,
ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER ITS CONTROL AND RELATING TO THE
DISPUTE IN ANY JURISDICTION THAT RECOGNIZES THAT (OR ANY SIMILAR) DISTINCTION.

         16. THE UNDERSIGNED HEREBY (A) COVENANTS AND AGREES NOT TO ELECT A
TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES ANY RIGHT
TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST. THIS WAIVER OF



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<PAGE>   5

RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE UNDERSIGNED,
AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH
ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. LENDER IS
HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS NOTE TO ANY COURT HAVING
JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS
CONCLUSIVE EVIDENCE OF THE UNDERSIGNED'S WAIVER OF THE RIGHT TO JURY TRIAL.
FURTHER, THE UNDERSIGNED HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF
LENDER (INCLUDING LENDER'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO
ANY BORROWER THAT LENDER WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY
TRIAL PROVISION.

         17. THE UNDERSIGNED HEREBY AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE
BEFORE ANY COURT OF RECORD IN THE UNITED STATES OR THE CLERK OF SUCH COURT TO
APPEAR ON BEHALF OF THE UNDERSIGNED IN ANY COURT IN ONE OR MORE PROCEEDINGS, OR
BEFORE ANY CLERK THEREOF OF PROTHONOTARY OR OTHER COURT OFFICIAL, AND TO CONFESS
JUDGMENT AGAINST THE UNDERSIGNED IN FAVOR OF LENDER IN THE FULL AMOUNT DUE ON
THIS NOTE (INCLUDING PRINCIPAL, ACCRUED INTEREST AND ANY AND ALL CHARGES, FEES
AND COSTS) PLUS ATTORNEYS' FEES EQUAL TO FIFTEEN PERCENT (15%) OF THE AMOUNT
DUE, PLUS COURT COSTS, ALL WITHOUT PRIOR NOTICE OR OPPORTUNITY OF BORROWER FOR
PRIOR HEARING. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION, THE LENDER
ACKNOWLEDGES THAT ATTORNEYS' FEES ARE STATED TO BE FIFTEEN PERCENT (15%) SOLELY
FOR PURPOSES OF FIXING A SUM CERTAIN FOR WHICH JUDGEMENT CAN BE ENTERED BY
CONFESSION; AND THE LENDER AGREES THAT IN ENFORCING ANY JUDGEMENT BY CONFESSION,
LENDER SHALL NOT DEMAND, SOLELY WITH RESPECT TO ATTORNEYS' FEES INCURRED BY THE
LENDER IN CONNECTION WITH SUCH INDEBTEDNESS AFTER SUCH JUDGEMENT IS RENDERED,
ANY AMOUNTS IN EXCESS OF THE ACTUAL AMOUNT OF ATTORNEYS' FEES CHARGED OR BILLED
TO THE LENDER (WHICH ATTORNEYS' FEES SHALL BE CHARGED OR BILLED TO THE LENDER AT
THE STANDARD HOURLY RATES). THE UNDERSIGNED AGREES AND CONSENTS THAT VENUE AND
JURISDICTION SHALL BE PROPER IN THE CIRCUIT COURT OF ANY COUNTY OF THE STATE OF
MARYLAND OR OF BALTIMORE CITY, MARYLAND, OR IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND. THE UNDERSIGNED WAIVES THE BENEFIT OF ANY AND
EVERY STATUTE, ORDINANCE, OR RULE OF COURT WHICH MAY BE LAWFULLY WAIVED
CONFERRING UPON BORROWER ANY RIGHT OR PRIVILEGE OF EXEMPTION, HOMESTEAD RIGHTS,
STAY OF EXECUTION, OR SUPPLEMENTARY PROCEEDINGS, OR OTHER RELIEF FROM THE
ENFORCEMENT OR IMMEDIATE ENFORCEMENT OF A JUDGMENT OR RELATED PROCEEDINGS ON A
JUDGMENT. THE AUTHORITY AND POWER TO APPEAR FOR AND ENTER JUDGMENT AGAINST THE
UNDERSIGNED SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES THEREOF, OR BY ANY
IMPERFECT EXERCISE THEREOF, AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT
ENTERED PURSUANT THERETO; SUCH AUTHORITY AND POWER MAY BE EXERCISED ON ONE OR
MORE OCCASIONS FROM TIME TO TIME, IN THE SAME OR DIFFERENT JURISDICTIONS, AS
OFTEN AS LENDER SHALL DEEM NECESSARY, CONVENIENT, OR PROPER.


                               [SIGNATURES FOLLOW]



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<PAGE>   6

         IN WITNESS WHEREOF, the undersigned have executed this Note as of the
date first above written.


                                           BORROWER:

                                           THE TRIZETTO GROUP, INC.
                                           a Delaware corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           CREATIVE BUSINESS SOLUTIONS, INC.
                                           a Texas corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           FINSERV HEALTH CARE SYSTEMS, INC.
                                           a New York corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]



                                       6
<PAGE>   7

                                           HEALTHCARE MEDIA ENTERPRISES, INC.
                                           a Delaware corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           HEALTHWEB, INC.
                                           a Delaware corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           MARGOLIS HEALTH ENTERPRISES, INC.
                                           a California corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           NOVALIS CORPORATION
                                           a Delaware corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           TRIZETTO APPLICATION SERVICES, INC.
                                           a Colorado corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]




                                       7
<PAGE>   8

                                           HEALTHCARE MEDIA PRIVATE LIMITED
                                           an India company and subsidiary
                                           of HME


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                           DIGITAL INSURANCE SYSTEMS CORPORATION
                                           an Ohio corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           HEALTH NETWORKS OF AMERICA, INC.
                                           a Maryland corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           NOVALIS DEVELOPMENT CORPORATION
                                           a Delaware corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           NOVALIS DEVELOPMENT & LICENSING
                                           CORPORATION an Indiana corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]



                                       8
<PAGE>   9

                                           NOVALIS SERVICES CORPORATION
                                           a Delaware corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                           ERISCO, INC.
                                           a New York corporation


                                           By: /s/ Michael J. Sunderland
                                               ---------------------------------
                                               Name: Michael J. Sunderland
                                               Title: Chief Financial Officer/
                                                      Secretary


                                       9
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