Seventh Amendment to the First Amended and Restated Senior Secured Credit Agreement, dated as of February 4, 2025, among Trilogy RER, LLC and certain subsidiaries of Trilogy RER, LLC, Trilogy Investors, LLC, Trilogy Healthcare Holdings, Inc. and certain subsidiaries of Trilogy Healthcare Holdings, Inc.,Trilogy OpCo, LLC, and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time

EX-10.1 2 ex101-2025xq110xqahr.htm EX-10.1 Document
Exhibit 10.1
SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”), dated as February 4, 2025, by and among the undersigned parties executing this Amendment as “Borrowers” (collectively, “Borrowers”), the undersigned parties executing this Amendment as “Guarantors” (collectively, “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and the other Lenders party hereto (collectively, the “Lenders”), and KeyBank as Administrative Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Administrative Agent, is hereinafter referred to as “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, Borrowers, Administrative Agent and the Lenders are parties to that certain First Amended and Restated Senior Secured Credit Agreement dated as of September 5, 2019, as amended by that certain First Amendment to First Amended and Restated Senior Secured Credit Agreement dated as of April 30, 2021, that certain Second Amendment to First Amended and Restated Senior Secured Credit Agreement dated as of September 29, 2021, that certain Third Amendment to First Amended and Restated Senior Secured Credit Agreement and Amendment to Unconditional Guaranty of Payment and Performance (the “Third Amendment”) dated as of December 20, 2022, that certain Fourth Amendment to First Amended and Restated Senior Secured Credit Agreement dated as of March 30, 2023, that certain Fifth Amendment to First Amended and Restated Senior Secured Credit Agreement dated as of December 21, 2023, and that certain Sixth Amendment to First Amended and Restated Senior Secured Credit Agreement dated as of May 21, 2024 (as the same has been and may be further varied, extended, supplemented, consolidated, replaced, increased, renewed, modified or amended from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Guarantors executed and delivered to Administrative Agent and Lenders that certain Unconditional Guaranty of Payment and Performance dated as of September 5, 2019, as amended by the Third Amendment (as varied, extended, supplemented, consolidated, replaced, increased, renewed, modified or amended from time to time, the “Guaranty”);
WHEREAS, Borrowers have requested that Administrative Agent and the Lenders make certain modifications to the Credit Agreement, and Administrative Agent and the Lenders have consented to such extension and other modifications, subject to the execution and delivery of this Amendment.
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
1.Definitions. Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.
2.Amendment of the Credit Agreement. Borrowers, Administrative Agent and the Lenders do hereby modify and amend the Credit Agreement by deleting in their entirety the definitions of “Subordinated Note” and “Subordination Agreement” appearing in Section 1.1 of the Credit Agreement and inserting in lieu thereof the following new definitions, in the appropriate alphabetical order:
““Subordinated Note” means (i) that certain Loan Commitment Note dated as of February 14, 2024 by Trilogy Investors (as assignee of Trilogy Property
1



Holdings, LLC, a Delaware limited liability company) in favor of Subordinated Lender, as amended by that certain First Amendment to Loan Commitment Note dated as of May 7, 2024 among Trilogy Investors and Trilogy Property Holdings, LLC, a Delaware limited liability company, in the maximum principal amount of up to $365,000,000.00, and as assigned by Trilogy Property Holdings, LLC, a Delaware limited liability company, to Trilogy Investors pursuant to that certain Assignment and Assumption Agreement dated as of May 21, 2024, (ii) that certain Loan Commitment Note dated as of September 20, 2024 by Trilogy Investors in favor of Subordinated Lender in the maximum principal amount of up to $500,000,000.00, and (iii) any other note made by Trilogy Investors in favor of Subordinated Lender in form and substance reasonably acceptable to Administrative Agent and which is subject to a Subordination Agreement, in each case, as the same may be amended, supplemented, extended, increased, renewed, replaced, consolidated or otherwise modified from time to time in accordance with the terms of this Agreement and the applicable Subordination Agreement.”; and
““Subordination Agreement” means (i) that certain Subordination and Standstill Agreement dated as of May 21, 2024, by and among Administrative Agent, Subordinated Lender, the Borrowers party thereto, Trilogy Investors and the other Guarantors, (ii) that certain Subordination and Standstill Agreement dated as of February 4, 2025, but made effective as of September 20, 2024, by and among Administrative Agent, Subordinated Lender, the Borrowers party thereto, Trilogy Investors and the other Guarantors, and (iii) any other Subordination Agreement entered into by and among Administrative Agent, Subordinated Lender, the Borrowers party thereto, Trilogy Investors and the other Guarantors with respect to a Subordinated Note in form and substance reasonably acceptable to Administrative Agent, in each case, as the same may be amended, supplemented, restated or otherwise modified from time to time.”
3.References to Credit Agreement. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement as modified and amended herein.
4.Consent and Acknowledgment of Borrowers and Guarantors. By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Credit Agreement as set forth herein and any other agreements or instruments executed in connection herewith, and Borrowers and Guarantors hereby acknowledge, represent and agree that (a) the Credit Agreement, as modified and amended herein, and the other Loan Documents remain in full force and effect and constitute the valid and legally binding obligation of Borrowers and Guarantors, as applicable, enforceable against such Persons in accordance with their respective terms, (b) that the Guaranty extends to and applies to the Credit Agreement as modified and amended herein, and (c) that the execution and delivery of this Amendment and any other agreements or instruments executed in connection herewith does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of any Borrower’s or any Guarantor’s obligations under the Loan Documents.
5.Representations. Borrowers and Guarantors represent and warrant to Administrative Agent and the Lenders as follows:
(a)Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrowers and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to
2



which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of such Person, (v) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of any material agreement or other instrument binding upon, such Person or any of its properties, and (vi) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Person other than the liens and encumbrances in favor of Administrative Agent contemplated by the Credit Agreement and the other Loan Documents.
(b)Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which any of Borrowers or Guarantors is a party are the valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.
(c)Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and delivered to Administrative Agent.
(d)Reaffirmation. Borrowers and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by such Persons in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. The representations and warranties made by Borrowers, Guarantors or their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith or after the date of the Credit Agreement were true and correct in all material respects when made and are true and correct in all material respects as of the hereof, except to the extent of changes in the facts and circumstances after the date such representation and warranty was made that resulted from actions or inactions not prohibited by the Credit Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date).
(e)No Default. By execution hereof, Borrowers and Guarantors certify that such Persons are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Amendment and the other documents executed in connection herewith, and that no Default or Event of Default has occurred and is continuing.
6.Waiver of Claims. Borrowers and Guarantors acknowledge, represent and agree that such Persons as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Administrative Agent or any Lender, or any past or present officers, agents or employees of Administrative Agent or any Lender, and each of Borrowers and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.
7.Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby
3



expressly ratify and confirm the Credit Agreement, the Guaranty and the other Loan Documents. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrowers and Guarantors under the Loan Documents.
8.Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.
9.Miscellaneous. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement. This Amendment shall constitute a Loan Document.
10.Effective Date. This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by Administrative Agent of the satisfaction of the following conditions:
(a)    Execution and delivery of this Amendment by Borrowers, Guarantors, Administrative Agent and the Majority Lenders;
(b)    Execution and delivery of the Subordination Agreement by Administrative Agent, Subordinated Lender, Borrowers and Guarantors with respect to the Subordinated Note dated September 20, 2024;
(d)    receipt by Administrative Agent of evidence that the Borrowers shall have paid all fees due and payable with respect to this Amendment;
(e)    to the extent not previously delivered, receipt by Administrative Agent of a Compliance Certificate evidencing compliance with the covenants described in §9 of the Credit Agreement and the other covenants described in such Compliance Certificate, in each case, after giving effect to this Amendment, calculated in good faith based on the pro forma consolidated financial statements of Trilogy Investors and its Subsidiaries for the calendar quarter ended September 30, 2024; and
(f)    Receipt by Administrative Agent of such other resolutions, certificates, documents, lien searches, title updates and endorsements, instruments and agreements as Administrative Agent may reasonably request on or prior to the date of this Amendment.
11.Fees and Expenses. Borrowers will pay the reasonable fees and expenses of Administrative Agent in connection with this Amendment and the transactions contemplated hereby in accordance with Section 15 of the Credit Agreement.
12.Electronic Signatures. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or as an attachment to an electronic mail message in .pdf, .jpeg, .TIFF or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and any other Loan Document to be signed in connection with this Amendment, the other Loan Documents and the transactions contemplated hereby and thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as manually executed signature, physical delivery thereof or the
4



use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require Administrative Agent to accept electronic signatures in any form or format without its prior written consent. For the purposes hereof, “Electronic Signatures” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute the Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents. Without limiting the generality of the foregoing, each Borrower and Guarantor hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of Administrative Agent or the Lenders and any of the Borrowers or Guarantors, electronic images of this Amendment or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of any Loan Document based solely on the lack of paper original copies of such Loan Document, including with respect to any signature pages thereto.
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IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment as of the day and year first above written.
BORROWERS:

PARAGON OUTPATIENT REHABILITATION SERVICES, LLC, an Indiana limited liability company
PCA-CORRECTIONS, LLC,
a Kentucky limited liability company
TRILOGY HEALTHCARE OF ALLEN II, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF BATTLE CREEK, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF COLUMBUS, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF COMMERCE, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF CORYDON, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF CYNTHIANA, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF FAYETTE III, LLC,
a Kentucky limited liability company
TRILOGY HEALTHCARE OF GLEN RIDGE, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF HAMILTON, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF HENRY, LLC,
an Indiana limited liability company
TRILOGY HEALTHCARE OF HENRY II, LLC,
an Indiana limited liability company
TRILOGY HEALTHCARE OF HURON, LLC,
a Delaware limited liability company


By: /s/ Gregory A. Conner                
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary

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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


TRILOGY HEALTHCARE OF LIVINGSTON, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF LOUISVILLE NORTHEAST, LLC, a Kentucky limited liability company
TRILOGY HEALTHCARE OF LOUISVILLE SOUTHWEST, LLC, a Delaware limited liability company
TRILOGY HEALTHCARE OF LOWELL, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF MONTGOMERY, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF NORTH BALTIMORE, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF PUTNAM II, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF PUTNAM III, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF SEYMOUR, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF VANDERBURGH, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF VIGO, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF WOOD COUNTY SUCCESSOR, LLC, a Delaware limited liability company


By: /s/ Gregory A. Conner                
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary

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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


TRILOGY NUSCRIPTRX, LLC,
a Delaware limited liability company
TRILOGY PCA HOLDINGS, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE COLUMBUS, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE CYNTHIANA, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE HARRISON, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE HOWELL, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE HURON, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE KENTUCKY III, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE KENTUCKY, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE OAKLAND, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE OF BATTLE CREEK, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE OHIO, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE PUTNAM II, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE OF SEYMOUR, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE VIGO, LLC,
a Delaware limited liability company
TRILOGY REHAB SERVICES, LLC,
a Delaware limited liability company
TRILOGY RER, LLC,
a Delaware limited liability company


By: /s/ Gregory A. Conner                
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary

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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


TRILOGY REAL ESTATE FOREST SPRINGS, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE MADISON, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OPERATIONS OF MADISON, LLC, a Delaware limited liability company
TRILOGY REAL ESTATE HURON II, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE MONTGOMERY, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE LOWELL, LLC, a Delaware limited liability company
TRILOGY REAL ESTATE CORYDON, LLC,
a Delaware limited liability company
LCS AVON LLC, an Iowa limited liability company
RHS PARTNERS OF BLOOMINGTON, LLC, a Delaware limited liability company
RHS PARTNERS OF CARMEL, LLC, a Delaware limited liability company
LCS CRAWFORDSVILLE LLC, an Iowa limited liability company
RHS PARTNERS OF ARLINGTON, LLC, a Delaware limited liability company
RHS PARTNERS OF CASTLETON, LLC, a Delaware limited liability company
LCS KOKOMO LLC, an Iowa limited liability company
RHS PARTNERS OF LAFAYETTE, LLC, a Delaware limited liability company
RHS PARTNERS OF RICHMOND, LLC, a Delaware limited liability company
LCS SOUTH BEND LLC, an Iowa limited liability company
RHS PARTNERS OF TERRE HAUTE, LLC, a Delaware limited liability company
LCS WABASH LLC, an Iowa limited liability company
LCS WESTFIELD LLC, an Iowa limited liability company
TRILOGY HEALTHCARE OF MONTGOMERY II, LLC, a Delaware limited liability company


By: /s/ Gregory A. Conner                
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary

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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


TRILOGY REAL ESTATE KENT, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF KENT, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE KENT II, LLC, a Delaware limited liability company
TRILOGY HEALTHCARE OF BELMONT, LLC,
a Delaware limited liability company
TRILOGY REAL ESTATE HAMILTON III, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF HAMILTON III, LLC, a Delaware limited liability company
TRILOGY REAL ESTATE TIFFIN, LLC,
a Delaware limited liability company
TRILOGY HEALTHCARE OF TIFFIN, LLC, a Delaware limited liability company
TRILOGY NORTH CAROLINA RX, LLC, a Delaware limited liability company
SYNCHRONY NORTH CAROLINA RX, LLC, a Delaware limited liability company
TRILOGY FLORIDA RX, LLC, a Delaware limited liability company
PCA FLORIDA RX, LLC, a Delaware limited liability company


By: /s/ Gregory A. Conner                
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary

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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


GUARANTORS:

TRILOGY INVESTORS, LLC, a Delaware limited liability company

By:/s/ Gregory A. Conner    
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary


TRILOGY HEALTHCARE HOLDINGS, INC., a Delaware corporation

By:/s/ Gregory A. Conner    
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary


TRILOGY PRO SERVICES, LLC, a Delaware limited liability company

By:/s/ Gregory A. Conner    
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary


TRILOGY OPCO, LLC, a Delaware limited liability company

By:/s/ Gregory A. Conner    
Name: Gregory A. Conner
Title: SVP, Treasurer and Assistant Secretary

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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


ADMINISTRATIVE AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent


By: /s/ Laura Conway                    
Name: Laura Conway
Title: Senior Vice President


FIRST-CITIZENS BANK & TRUST COMPANY (Successor-By-Merger to CIT Bank, N.A.), as a Lender


By:                            
Name:                         
Title:                         


REGIONS BANK, as a Lender


By:                            
Name:                         
Title:                         


BANK OF AMERICA, N.A., as a Lender


By:                            
Name:                         
Title:                         


THE HUNTINGTON NATIONAL BANK, as a Lender


By:                            
Name:                         
Title:                         




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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


ADMINISTRATIVE AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent


By:                            
Name:                         
Title:                         


FIRST-CITIZENS BANK & TRUST COMPANY (Successor-By-Merger to CIT Bank, N.A.), as a Lender


By: /s/ Jason T. Sylvester            
Name:     Jason T. Sylvester            
Title:     Director                


REGIONS BANK, as a Lender


By:                            
Name:                         
Title:                         


BANK OF AMERICA, N.A., as a Lender


By:                            
Name:                         
Title:                         


THE HUNTINGTON NATIONAL BANK, as a Lender


By:                            
Name:                         
Title:                         




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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


ADMINISTRATIVE AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent


By:                            
Name:                         
Title:                         


FIRST-CITIZENS BANK & TRUST COMPANY (Successor-By-Merger to CIT Bank, N.A.), as a Lender


By:                            
Name:                         
Title:                         


REGIONS BANK, as a Lender


By:    /s/ John E. Boulder            
Name:     John E. Boulder                
Title:     Senior Vice President            


BANK OF AMERICA, N.A., as a Lender


By:                            
Name:                         
Title:                         


THE HUNTINGTON NATIONAL BANK, as a Lender


By:                            
Name:                         
Title:                         




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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


ADMINISTRATIVE AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent


By:                            
Name:                         
Title:                         


FIRST-CITIZENS BANK & TRUST COMPANY (Successor-By-Merger to CIT Bank, N.A.), as a Lender


By:                            
Name:                         
Title:                         


REGIONS BANK, as a Lender


By:                            
Name:                         
Title:                         


BANK OF AMERICA, N.A., as a Lender


By:    /s/ H. Hope Walker            
Name:     H. Hope Walker            
Title:     Senior Vice President            


THE HUNTINGTON NATIONAL BANK, as a Lender


By:                            
Name:                         
Title:                         




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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


ADMINISTRATIVE AGENT AND LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent


By:                            
Name:                         
Title:                         


FIRST-CITIZENS BANK & TRUST COMPANY (Successor-By-Merger to CIT Bank, N.A.), as a Lender


By:                            
Name:                         
Title:                         


REGIONS BANK, as a Lender


By:                            
Name:                         
Title:                         


BANK OF AMERICA, N.A., as a Lender


By:                            
Name:                         
Title:                         


THE HUNTINGTON NATIONAL BANK, as a Lender


By:    /s/ Stephen Everhard            
Name:     Stephen Everhard            
Title:     Senior Vice President            




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Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


SYNOVUS BANK, as a Lender

By:    /s/ Kathryn H. Buchanan        
Name:     Kathryn H. Buchanan            
Title:     Managing Director            


CIBC BANK USA, as a Lender


By:                            
Name:                         
Title:                         


BOKF, NA dba BANK OF OKLAHOMA, as a Lender


By:                            
Name:                         
Title:                         


BMO BANK N.A., successor in interest to Bank Of The West, as a Lender


By:                            
Name:                         
Title:                         

Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


SYNOVUS BANK, as a Lender

By:                            
Name:                         
Title:                         


CIBC BANK USA, as a Lender


By:    /s/ Michael Valazquez            
Name:     Michael Valazquez            
Title:     Managing Director            


BOKF, NA dba BANK OF OKLAHOMA, as a Lender


By:                            
Name:                         
Title:                         


BMO BANK N.A., successor in interest to Bank Of The West, as a Lender


By:                            
Name:                         
Title:                         


Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


SYNOVUS BANK, as a Lender

By:                            
Name:                         
Title:                         


CIBC BANK USA, as a Lender


By:                            
Name:                         
Title:                         


BOKF, NA dba BANK OF OKLAHOMA, as a Lender


By:    /s/ Christopher Rollmann        
Name:     Christopher Rollmann            
Title:     Senior Vice President            


BMO BANK N.A., successor in interest to Bank Of The West, as a Lender


By:                            
Name:                         
Title:                        
Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)


SYNOVUS BANK, as a Lender


By:                            
Name:                         
Title:                         


CIBC BANK USA, as a Lender


By:                            
Name:                         
Title:                         


BOKF, NA dba BANK OF OKLAHOMA, as a Lender


By:                            
Name:                         
Title:                         


BMO BANK N.A., successor in interest to Bank Of The West, as a Lender


By:    /s/ Adam Shifrin            
Name:     Adam Shifrin                
Title:     Director                
Signature Page to Seventh Amendment to First Amended and Restated Senior Secured Credit Agreement (KeyBank/Trilogy)