PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 13,575,739 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2020 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
Playa Hotels & Resorts N.V., a Dutch public limited liability company incorporated under the laws of the Netherlands (the “Company”), and Cabana Investors B.V. and Playa Four Pack, L.L.C. (collectively, the “Selling Shareholders”), confirm their respective agreements with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of ordinary shares, with a nominal value of €0.10 per share, of the Company (“Ordinary Shares”) set forth in Schedule B hereto and (ii) the grant by the Selling Shareholders, severally and not jointly, to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or a
FIFTH AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENTCredit Agreement • February 8th, 2021 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 27, 2017 among PLAYA RESORTS HOLDING B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), PLAYA HOTELS & RESORTS N.V., a Dutch naamloze vennootschap with its corporate seat in Amsterdam, the Netherlands (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Swing Line Lender, DEUTSCHE BANK MÉXICO, S.A. INSTITUCIÓN DE BANCA MÚLTIPLE, DIVISIÓN FIDUCIARIA, as Mexican Collateral Agent and DEUTSCHE BANK AG NEW YORK BRANCH, BANK OF AMERICA, N.A. and CITIBANK N.A., as L/C Issuers.
PLAYA RESORTS HOLDING B.V., as Issuer THE GUARANTORS NAMED HEREIN, as Guarantors THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 8.000% SENIOR NOTES DUE 2020 INDENTURE Dated as of August 9, 2013Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
INDENTURE, dated as of August 9, 2013, among PLAYA RESORTS HOLDING B.V., a besloten ven-nootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), as issuer, the Guarantors named on the signature pages hereto, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
Explanatory Note:Credit Agreement • August 6th, 2020 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of June 12, 2020 among PLAYA RESORTS HOLDING B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), PLAYA HOTELS & RESORTS N.V., a Dutch naamloze vennootschap with its corporate seat in Amsterdam, the Netherlands (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent, and ACQUIOM AGENCY SERVICES LLC, as Mexican Collateral Agent.
PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 35,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2021 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 4th, 2019 • Playa Hotels & Resorts N.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 28, 2018 (the “Agreement Date”), with an effective date of January 1, 2019 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Resorts”), and Ryan Hymel (“Executive”). Executive and Playa Resorts are referred to as “Parties” or “Party” herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2024 • Playa Hotels & Resorts N.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024 (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Ryan Hymel (“Executive”). Executive and Employer are referred to as “Parties” or “Party” herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 15, 2016 (the “Agreement Date”), with an effective date of January 1, 2016 (the “Effective Date”), by Playa Management USA, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Management”), and Kevin Froemming (“Executive”).
PLAYA HOTELS & RESORTS N.V. Form of Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • May 22nd, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
Playa Hotels & Resorts N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), plans to commence an offer (as described in the Prospectus, the “Exchange Offer”) pursuant to which the Company will offer to the holders of certain of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) the opportunity to receive 0.1 of the ordinary shares (“Ordinary Shares”) in the capital of the Company in exchange for each of the Company’s Warrants tendered by a holder and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Material. The Company has caused the Exchange Offer and Consent Solicitation Material to be prepared and furnished to you on or prior to the date hereof for use in connection with the Exchange Offer and the Consent Solicitation. Certain capitalized terms used herein are defined in Section 17 of this Agreement. Concurrently with the Exchange Offer, the Company will solicit
SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 13, 2013 by and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto and that are listed on Schedule I hereof (the “New Guarantors” and each a “New Guarantor”), the entities that are named as Guarantors on the signature pages hereto and that are listed on Schedule II hereof (the “Existing Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 26, 2014 by and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto and that are listed on Schedule I hereof (the “New Guarantors” and each a “New Guarantor”), the entities that are named as Guarantors on the signature pages hereto and that are listed on Schedule II hereof (the “Existing Guarantors” and, together with the New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO SHARE EXCHANGE IMPLEMENTATION AGREEMENTShare Exchange Implementation Agreement • June 4th, 2018 • Playa Hotels & Resorts N.V. • Hotels & motels • Florida
WHEREAS, the Sagicor Parties and Playa entered into that certain Share Exchange Implementation Agreement dated as of February 26, 2018 (the “Agreement”);
COMPANY FOUNDER WARRANTS AGREEMENT FORMER PLAYA SHAREHOLDERSCompany Founder Warrants Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS COMPANY FOUNDER WARRANTS AGREEMENT, effective as of March 11, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Playa Hotels & Resorts N.V. a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and [Holder] (the “Holder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 31, 2016 (the “Agreement Date”), with an effective date of January 1, 2016 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Resorts”), and Bruce D. Wardinski (“Mr. Wardinski”). Playa Hotel & Resorts, B.V., a Dutch Company (“Playa”), is entering into this Agreement solely with respect to Section 12 below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 4th, 2019 • Playa Hotels & Resorts N.V. • Hotels & motels • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 28, 2018 (the “Agreement Date”), with an effective date of January 1, 2019 (the “Effective Date”), by Playa Management USA, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Management”), and Alexander Stadlin (“Executive”). Executive and Playa Management are referred to as “Parties” or “Party” herein.
PLAYA HOTELS & RESORTS N.V. (a Dutch public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands) 8,352,553 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
Playa Hotels & Resorts N.V., a Dutch public limited liability company incorporated under the laws of the Netherlands (the “Company”), and Cabana Investors B.V. and Playa Four Pack, L.L.C. (collectively, the “Selling Shareholders”), confirm their respective agreements with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of ordinary shares, with a nominal value of €0.10 per share, of the Company (“Ordinary Shares”) set forth in Schedule B hereto. The aforesaid 8,352,553 Ordinary Shares to be purchased by the Underwriters are herein called the “Securities.” To the extent there are no additional Underwriters listed on Schedule A other than you,
Separation AgreementSeparation Agreement • November 6th, 2018 • Playa Hotels & Resorts N.V. • Hotels & motels
This Separation Agreement (“Agreement”) is entered as of September 14, 2018, between David Camhi (hereinafter referred to as “Executive”) and Playa Management USA, LLC, a Delaware limited liability company (hereinafter referred to as the “Company”). Executive and the Company collectively are referred to as the “Parties,” and individually are referred to as a “Party.”
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 21, 2016 by and among Playa Resorts Holding B.V., a besloten vennootschap met beperkte aanspra kelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2020 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This Securities Purchase Agreement (this “Agreement”), dated as of June 12, 2020, is by and between Playa Hotels & Resorts N.V., a Dutch public limited liability company (naamloze vennootschap) with its corporate seat in Amsterdam, the Netherlands (the “Company”), and each of the buyers set forth on Schedule I hereto, severally and not jointly (each, a “Buyer”).
PLAYA HOTELS & RESORTS N.V.Performance-Based Restricted Shares Agreement • June 2nd, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels
Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet and in the attached Performance-Based Restricted Shares Agreement (together, the “Agreement”), and in the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
SECOND AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENTCredit Agreement • June 8th, 2018 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This SECOND AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of June 7, 2018, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), Playa Hotels & Resorts N.V., a Dutch naamloze vennootschap with its corporate seat in Amsterdam, the Netherlands (“Holdings”), each other Guarantor party hereto, Deutsche Bank AG New York Branch as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and each lender party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
PORTO HOLDCO N.V., COMPUTERSHARE, INC. and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of March 10, 2017Warrant Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2017, is by and between Porto Holdco N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 11, 2015 by and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aanspra-kelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 22nd, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of May 22, 2017 by and among Playa Hotels & Resorts N.V. (the “Company”) and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
PLAYA HOTELS & RESORTS N.V. TIME-BASED RESTRICTED SHARES AGREEMENT COVER SHEETTime-Based Restricted Shares Agreement • May 11th, 2020 • Playa Hotels & Resorts N.V. • Hotels & motels
Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet and in the attached Time-Based Restricted Shares Agreement (together, the “Agreement”), and in the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This SUBSCRIPTION AGREEMENT is entered into this day of , 2017, by and among Playa Hotels & Resorts N.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), and (“Subscriber”).
PLAYA HOTELS & RESORTS N.V.Time-Based Restricted Shares Agreement • June 2nd, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels
Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet and in the attached Time-Based Restricted Shares Agreement (together, the “Agreement”), and in the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 22nd, 2023 • Playa Hotels & Resorts N.V. • Hotels & motels
Any increase or decrease in the Applicable Rate pursuant to clauses (a) or (b) above resulting from a change in the Consolidated Secured Net Leverage Ratio or the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(a) or 6.01(b), as applicable; provided that, if a Compliance Certificate is not delivered within the time frame set forth in Section 6.01(a) or 6.01(b), as applicable, the Applicable Rate set forth in “Pricing Level I” shall apply commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the delivery of such Compliance Certificate.
PLAYA HOTELS & RESORTS N.V. RESTRICTED SHARES AGREEMENT COVER SHEETRestricted Shares Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • Delaware
Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet and in the attached Restricted Shares Agreement (together, the “Agreement”), and in the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
LOAN AGREEMENT Dated as of June 12, 2020 Between HILMOBAY RESORT III, LLC and PLAYA DOMINICAN RESORT III, LLC, collectively, as Borrower, HILMOBAY RESORT LIMITED and PLAYA DOMINICAN RESORT B.V., collectively, as Security Guarantor, and PHR LENDER LLC,...Loan Agreement • June 12th, 2020 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS LOAN AGREEMENT, dated as of June 12, 2020 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among PHR LENDER LLC, a Delaware limited liability company, having an office at 520 Madison Avenue, 30th Floor, New York, New York 10022 (the “Initial Lender”), the several financial institutions party to this Agreement from time to time (collectively, with Initial Lender, and together with their respective permitted successors and assigns, individually and/or collectively, as the context may require, “Lender”), PHR LENDER LLC, a Delaware limited liability company, having an office at 520 Madison Avenue, 30th Floor, New York, New York 10022, in its capacity as administrative agent for Lenders hereunder (in such capacity as administrative agent, together with its permitted successors and/or assigns in such capacity, “Agent”), HILMOBAY RESORT III, LLC, a Delaware limited liability company having an address at 3950 University Drive
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2024 • Playa Hotels & Resorts N.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2024, (the “Agreement Date”), with an effective date of September 25, 2024 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Employer”), and Bruce Wardinski (“Mr. Wardinski”). Playa Hotel & Resorts, N.V., a public limited liability company organized and existing under the laws of the Netherlands, (“Playa”), is entering into this Agreement solely with respect to Section 12 below. Mr. Wardinski and Employer are referred to as “Parties” or “Party” herein.
SHARE EXCHANGE IMPLEMENTATION AGREEMENT among JCSD TRUSTEE SERVICES LIMITED and X FUND PROPERTIES LIMITED and SAGICOR POOLED INVESTMENT FUNDS LIMITED and SAGICOR REAL ESTATE X FUND LIMITED collectively, as the Sagicor Parties PLAYA HOTELS & RESORTS,...Share Exchange Implementation Agreement • February 27th, 2018 • Playa Hotels & Resorts N.V. • Hotels & motels • Florida
THIS SHARE EXCHANGE IMPLEMENTATION AGREEMENT (this “Agreement”) is entered into as of February 26, 2018 (the “Effective Date”), by and among:
FIRST AMENDMENT TO THE AMENDED AND RESTATED FRANCHISE AGREEMENTFranchise Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED FRANCHISE AGREEMENT (the “Amendment”) is effective as of (the “Amendment Date”) between:
FIRST AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENTCredit Agreement • December 8th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This FIRST AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of December 6, 2017, by and among Playa Resorts Holding B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid with its corporate seat in Amsterdam, the Netherlands (the “Borrower”), Playa Hotels & Resorts N.V., a Dutch naamloze vennootschap with its corporate seat in Amsterdam, the Netherlands (“Holdings”), each other Guarantor party hereto, Deutsche Bank AG New York Branch as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and each lender party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2024 • Playa Hotels & Resorts N.V. • Hotels & motels
Any increase or decrease in the Applicable Rate pursuant to clauses (a) or (b) above resulting from a change in the Consolidated Secured Net Leverage Ratio or the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(a) or 6.01(b), as applicable; provided that, if a Compliance Certificate is not delivered within the time frame set forth in Section 6.01(a) or 6.01(b), as applicable, the Applicable Rate set forth in “Pricing Level I” shall apply commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the delivery of such Compliance Certificate.
