AMENDMENT NO. 1 TO UNIT ISSUANCE AGREEMENT
Exhibit 10.39
EXECUTION VERSION
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
AMENDMENT NO. 1 TO UNIT ISSUANCE AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”), effective as of December 31, 2021 (the “Effective Date”), is to that certain UNIT ISSUANCE AGREEMENT, dated as of June 22, 2021 (the “Issuance Agreement”), by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Company”) and the lenders listed on Exhibit A attached to the Issuance Agreement (each a “Lender” and together the “Lenders”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Issuance Agreement.
WHEREAS, the parties to the Issuance Agreement desire to amend the Issuance Agreement to reflect certain changes.
NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, parties hereto hereby agree as follows:
1.Amendment to the Issuance Agreement.
a.Section 1(b) of the Issuance Agreement is hereby amended and restated in its entirety to read as follows:
“(b) Transaction Units. In the event that the Company has not consummated a Transaction on or prior to the Transaction Trigger Date, then, on the next day following the Transaction Trigger Date the Company shall issue to each Lender the number of Transaction Units set forth opposite its name on Exhibit A.”
b.Each reference to “the Agreement” in the Issuance Agreement shall be interpreted as “the Agreement, as amended”.
c.The definition of the term “Transaction Trigger Date” as set forth in Section 1(e) of the Issuance Agreement is hereby amended and restated in its entirety to read as follows:
“Transaction Trigger Date” means June 30, 2022.
d.“Exhibit A” to the Issuance Agreement is hereby amended and restated by deleting such exhibit in its entirety and replacing such exhibit with the “Exhibit A” attached hereto.
2.Counterparts. This Amendment may be executed in counterparts (including facsimile and electronic transmission counterparts), all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.
3.Ratification of the Issuance Agreement. Except as otherwise expressly provided herein, all of the terms and conditions of the Issuance Agreement are hereby ratified and shall remain unchanged and continue in full force and effect.
4.Applicable Law. This Amendment and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such dispute or controversy), without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.
| COMPANY: | ||
| | ||
| MONDEE HOLDINGS, LLC | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| | Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
| | Title: | CEO |
[Amendment to Unit Issuance Agreement]
| LENDERS: | ||
| | ||
| WEST VIRGINIA DIRECT LENDING LLC | ||
| | ||
| By: TCW Asset Management Company LLC, | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| | ||
| TCW SKYLINE LENDING LP | ||
| | ||
| By: TCW Asset Management Company LLC, its Investment Advisor | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| | ||
| NJ/TCW DIRECT LENDING LLC | ||
| | ||
| By: TCW Asset Management Company LLC, its Investment Advisor | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
[Amendment to Unit Issuance Agreement]
| TCW BRAZOS FUND LLC | ||||
| | ||||
| By: TCW Asset Management Company LLC, its Investment Advisor | ||||
| | ||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Managing Director | |||
| | | | ||
| TCW DIRECT LENDING VII LLC | ||||
| | ||||
| By: TCW Asset Management Company LLC, its | ||||
| | ||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Managing Director | |||
| | | | ||
| TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC | ||||
| | ||||
| By: TCW Asset Management Company LLC, its Investment Manager | ||||
| | ||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Managing Director | |||
[Amendment to Unit Issuance Agreement]
| US SPECIALTY INSURANCE COMPANY | ||
| | ||
| By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| | ||
| SAFETY NATIONAL CASUALTY CORP | ||
| | ||
| By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| | | |
| RELIANCE STANDARD LIFE INSURANCE COMPANY | ||
| | ||
| By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
[Amendment to Unit Issuance Agreement]
| NORTH HAVEN CREDIT PARTNERS III L.P. | ||
| | ||
| By: MS Credit Partners III GP L.P., its general partner | ||
| | ||
| By: MS Credit Partners III GP Inc., its general partner | ||
| | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Executive Director | |
[Amendment to Unit Issuance Agreement]
EXHIBIT A
Schedule of Lenders
Name and Address | LOI Units | Transaction Units | Pro Rata |
|---|---|---|---|
West Virginia Direct Lending LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
TCW Skyline Lending LP c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
NJ/TCW Direct Lending LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
TCW Brazos Fund LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
TCW Direct Lending VII LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
Name and Address | LOI Units | Transaction Units | Pro Rata |
TCW Direct Lending Structured Solutions 2019 LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
Safety National Casualty Corp c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email:[***] | [***] | [***] | [***] |
Reliance Standard Life Insurance Company c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ Carroll Email: [***] | [***] | [***] | [***] |
North Haven Credit Partners III L.P. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇: [***] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇: [***] | [***] | [***] | [***] |
TOTAL: | 300,000 | 3,600,000 | 100.00% |
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