PLANET FITNESS MASTER ISSUER LLC Series 2024-1 5.765% Fixed Rate Senior Secured Notes, Class A-2-I Series 2024-1 6.237% Fixed Rate Senior Secured Notes, Class A-2-II PURCHASE AGREEMENTPurchase Agreement • June 7th, 2024 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
The Offered Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to an Amended and Restated Base Indenture, dated as of February 10, 2022 (the “Existing Base Indenture” and, as supplemented by Supplement No. 1 to A&R Base Indenture, to be dated as of the Closing Date, the “Base Indenture”), and a series supplement thereto, to be dated as of the Closing Date, (the “Series 2024-1 Supplement” and, together with the Base Indenture, the “Indenture”) each entered into between the Master Issuer and Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary. The Master Issuer’s obligations under the Offered Notes will be jointly and severally irrevocably and unconditionally guaranteed (the “Guarantees”) by Planet Fitness SPV Guarantor LLC, a limited-purpose Delaware limited liability company (the “Holding Company Guarantor”), Planet Fi
