FIRST AMENDMENT TO SUBORDINATED CREDIT AGREEMENTSubordinated Credit Agreement • October 25th, 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.
October 20, 2023 F45 Training Holdings Inc. Austin, Texas 78704 Ladies and Gentlemen:Subordinated Credit Agreement • October 25th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Reference is made to (i) that certain First Amendment to Subordinated Credit Agreement (the “Credit Agreement Amendment”) made and entered into as of October 20, 2023, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), the other Loan Parties thereto, the Lenders party thereto, and Alter Domus (US) LLC, in its capacity as administrative agent for the Secured Parties; and (ii) that certain Letter Agreement, dated as of February 14, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “February Side Letter”), among the Company and the lenders party thereo (the “Required Lenders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement Amendment.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 25th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
