October 20, 2023 F45 Training Holdings Inc. Austin, Texas 78704 Ladies and Gentlemen:Kennedy Lewis Management Lp • October 24th, 2023 • 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.
