AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (this First Amendment) dated as of April 30, 2020, is among DORY INTERMEDIATE LLC, a Delaware limited liability company (the Lead Borrower), DORY ACQUISITION SUB, INC., a Delaware corporation (the U.S. Borrower and, together with the Lead Borrower, the Borrowers and each, individually, a Borrower), ONESPAWORLD HOLDINGS LIMITED, a company organized under the laws of the Commonwealth of The Bahamas (Initial Holdings), each of the Lenders party hereto and GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent.
A. WHEREAS, the Borrowers, Initial Holdings, each of the lenders from time to time party thereto (each, a Lender and, collectively, the Lenders) and Goldman Sachs Lending Partners LLC, as the administrative agent (in such capacity, the Administrative Agent) and as the collateral agent, are parties to that certain First Lien Credit Agreement dated as of March 19, 2019 (as in effect immediately prior to the execution hereof, the Existing Credit Agreement; and the Existing Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, as amended by this First Amendment, the Credit Agreement), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrowers.
B. WHEREAS, the Borrowers and Initial Holdings have requested that certain amendments and modifications be made to the Credit Agreement.
C. WHEREAS, subject to the terms and conditions of this First Amendment, the Lenders party hereto constituting Required Lenders, and the Administrative Agent have agreed to enter into this First Amendment with the Borrowers and Initial Holdings in order to effectuate such amendments and modifications to the Credit Agreement, in each case as set forth herein.
D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, which include the Required Lenders, agree as follows:
Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this First Amendment, shall have the meaning ascribed such term in the Credit Agreement.
Section 2. Amendment. On the First Amendment Effective Date, the following amendments shall become effective.