THIRD AMENDMENT, dated as of June 12, 2020 (this Third Amendment), to the ABL Credit Agreement, dated as of February 28, 2018 (as amended by that certain First Amendment, dated as of March 20, 2018, as further amended by that certain Second Amendment, dated as of May 15, 2020, and as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the Existing Credit Agreement; and the Existing Credit Agreement as amended by this Third Amendment, the Credit Agreement), among GNC CORPORATION, a Delaware corporation (Parent), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the ABL Administrative Borrower), each other Borrower from time to time party thereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent).
W I T N E S S E T H :
WHEREAS, Parent, the ABL Administrative Borrower, the other Borrowers from time to time party thereto, the Lenders and the Administrative Agent are parties to the Existing Credit Agreement; and
WHEREAS, pursuant to Section 9.2(b) of the Existing Credit Agreement, the ABL Administrative Borrower and the Lenders party hereto (for the avoidance of doubt, constituting at least the Required FILO Lenders and the Required Revolving Lenders) hereby agree to amend the Existing Credit Agreement as set forth herein, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein or the context otherwise requires, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.
SECTION 2. Amendments. Effective as of the Third Amendment Effective Date (as defined below), the following defined terms set forth in Section 1.1 of the Existing Credit Agreement are hereby amended and restated in their entirety as follows:
FILO Springing Maturity Date: August 10, 2020 or, if later, the date that is 91 days prior to the stated maturity date of any Indebtedness that refinances the Convertible Senior Notes and has a stated maturity date between November 9, 2020 and April 1, 2023; provided that (a) if, at any time on or after June 30, 2020, Liquidity is less than $100,000,000 or the ABL Administrative Borrower has failed to deliver any certificate described in the following proviso and (b) if, either (i) the holders (other than any Defaulting Lender) of more than 25% of the aggregate unpaid principal amount of the FILO Term Loans then outstanding have elected by written notice to the ABL Administrative Borrower and the Administrative Agent to accelerate the FILO Springing Maturity Date to June 30, 2020, or (ii) the Revolving Springing Maturity Date has been accelerated to June 30, 2020 pursuant to the definition of Revolving Springing Maturity Date, or (iii) the Springing Maturity Date (as defined in the Term Loan Credit