Execution Version
Exhibit 10.21
SECOND AMENDMENT TO
FINANCING AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT
SECOND AMENDMENT TO FINANCING AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of October 8, 2021 (this "Amendment"), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 26, 2021, and as may be further as amended, restated, supplemented or otherwise modified, the "Financing Agreement"), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the "Parent"), Xponential Fitness LLC, a Delaware limited liability company ("XF"), each Subsidiary (as defined therein) of Parent listed as a "Borrower" on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each other Subsidiary of Parent listed as a "Guarantor" on the signature pages thereto (together with Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Wilmington Trust, National Association (“Wilmington Trust”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns, the "Collateral Agent") and Wilmington Trust, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents"). All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement (as amended hereby).
WHEREAS, BFT Franchise Holdings, LLC, a Delaware limited liability company (“Buyer”) is party to that certain Asset Purchase Agreement, entered into as on or about October 8, 2021 (the "Acquisition Agreement"), among the Buyer, GRPX Live Pty Ltd, an Australian corporation, as trustee for GRPX Live Unit Trust (“GRPX Live”), Body Fit Training Company Pty Ltd, an Australian corporation, as trustee for the Body Fit Training Unit (“Body Fit Training”), Body Fit Training USA, Inc., a Delaware corporation (“BFT USA”, and collectively with GRPX Live and Body Fit Training, the “Sellers”, and each a “Seller”), all of the shareholders and/or equity holders of each of the Sellers that are a party thereto and Cameron Falloon, an individual, as the Sellers’ Representative (as defined in the Acquisition Agreement), pursuant to which the Buyer shall purchase and assume from the Sellers substantially all of the assets, and certain specified liabilities, of the Business (as defined in the Acquisition Agreement) (the "BFT Acquisition");
WHEREAS, to enable and facilitate the consummation of the BFT Acquisition, the Borrowers wish to amend the Financing Agreement to provide for additional term loans in an aggregate principal amount equal to $38,000,000 (the "2021 Incremental Term Loans") to be made by the Lenders listed on Annex A hereto (the “2021 Incremental Term Loan Lenders”) in accordance with their respective commitments set forth on such Annex A (the “2021 Incremental Term Loan Commitments”), the proceeds of which will be used to provide consideration to the Sellers in connection with the BFT Acquisition;
WHEREAS, the Loan Parties have requested that the Agents and the Lenders consent to, and amend the Financing Agreement in certain respects in connection with, the 2021 Incremental Term Loans and the BFT Acquisition, and the Agents and the Lenders are agreeable to such request for consent and amendment on and subject to the terms and conditions set forth herein; and
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NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:
"First Amendment" means the First Amendment to Financing Agreement, dated as of July 26, 2021, among the Loan Parties, the Lenders and the Agents.
"Second Amendment" means the Second Amendment to Financing Agreement, dated as of October 8, 2021, among the Loan Parties, the Lenders and the Agents.
"Second Amendment Effective Date" has the meaning specified therefor in Section 5 of the Second Amendment.
“Applicable Prepayment Premium” means, as of any date of determination, with respect to and in the event of any prepayment of the Term Loans, (a) during the period of time from and after the Second Amendment Effective Date up to and including the date that is the first anniversary of the Effective Date, an amount equal to 2.00% times the principal amount of any such prepayment of the Term Loans on such date, (b) during the period of time after the date that is the first anniversary of the Effective Date up to and including the date that is the first anniversary of the Second Amendment Effective Date, an amount equal to 0.98% times the principal amount of any such prepayment of the Term Loans on such date, (c) during the period of time after the date that is the first anniversary of the Second Amendment Effective Date up to and including the date that is the second anniversary of the Effective
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Date, an amount equal to 0.50% times the principal amount of any such prepayment of the Term Loans on such date, (d) during the period of time after the date that is the second anniversary of the Effective Date up to and including the date that is the second anniversary of the Second Amendment Effective Date, an amount equal to 0.16% times the principal amount of any such prepayment of the Term Loans on such date, and (e) from the second anniversary of the Second Amendment Effective Date and at all times thereafter, zero.
“Loan Document” means this Agreement, the Agent Fee Letter, any Guaranty, any Joinder Agreement, any Mortgage, any Security Agreement, the Flow of Funds Agreement, the Intercompany Subordination Agreement, any Perfection Certificate, the First Amendment, the Second Amendment, any collateral access agreement, any landlord subordination or waiver agreement, any other agreement, instrument, certificate, report and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Loan or any other Obligation.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWER:
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XPONENTIAL FITNESS LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
GUARANTORS:
XPONENTIAL INTERMEDIATE HOLDINGS, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
CLUB PILATES FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
CYCLEBAR HOLDCO, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
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CYCLEBAR FRANCHISING, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
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CYCLEBAR WORLDWIDE INC. | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
STRETCH LAB FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
ROW HOUSE FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
YOGA SIX FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
AKT FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
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PB FRANCHISING, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
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STRIDE FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
XPONENTIAL FITNESS BRANDS INTERNATIONAL, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
RUMBLE FRANCHISE, LLC | |
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By: | /s/ John Meloun |
| Name: John Meloun |
| Title: Chief Financial Officer |
BFT FRANCHISE HOLDINGS, LLC |
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/s/ John Meloun |
Name: John Meloun |
Title: Chief Financial Officer |
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ADMINISTRATIVE AGENT AND
COLLATERAL AGENT:
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent | |
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By: | /s/ Joseph B. Feil |
| Name: Joseph B. Feil |
| Title: Vice President |
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LENDERS:
[________________________] | |
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By: |
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| Name: |
| Title: |
Annex A
2021 Incremental Term Loan Lenders' Commitments
Annex B
Amended Security Agreement
Annex C
Schedule Supplement
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