THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 15th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021 (as it may be amended or modified from time to time, this “Agreement”), among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee.
SUBORDINATED CREDIT AGREEMENT dated as of February 14, 2023 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Australian Security TrusteeAssignment and Assumption • February 15th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY SECURITY INTERESTS OR OTHER LIENS SECURING SUCH OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG ALTER DOMUS (US) LLC, AS AGENT FOR THE SUBORDINATED CREDITORS DESCRIBED THEREIN, THE SUBORDINATED CREDITORS PARTY THERETO, THE LOAN PARTIES PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS AGENT FOR THE SENIOR CREDITORS DESCRIBED THEREIN.
February 14, 2023 F45 Training Holdings Inc. Austin, Texas 78704 Ladies and Gentlemen:Letter Agreement • February 15th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
Reference is made to that certain Credit Agreement, dated as of the date hereof (the “Credit Agreement”), by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), the other Loan Parties party thereto, the Lenders from time to time party thereto, and Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
