AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT
This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this First Amendment) dated as of April 30, 2020, is among DORY INTERMEDIATE LLC, a Delaware limited liability company (the 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 CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent.
A. WHEREAS, the Borrower, Initial Holdings, each of the lenders from time to time party thereto (each, a Lender and, collectively, the Lenders) and Cortland Capital Market Services LLC, as the administrative agent (in such capacity, the Administrative Agent) and as the collateral agent, are parties to that certain Second 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 Borrower.
B. WHEREAS, the Borrower 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 Borrower 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.
2.1 Amendments to Section 1.01.
(a) Section 1.01 of the Existing Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:
First Amendment means the Amendment No. 1 to Second Lien Credit Agreement dated as of April 30, 2020 among the Borrower, Initial Holdings, the Lenders party thereto and the Administrative Agent.