Item 1.01 Entry into a Material Definitive Agreement
On October 24, 2022, Mondee Holdings, Inc., a
Delaware corporation (the “Company”), and certain of its subsidiaries, on the one hand, and TCW Asset Management Company,
a Delaware limited liability company and the lenders from time to time party to the Financing Agreement (the “Lenders”),
on the other hand, entered into Waiver, Consent and Amendment No. 8 (the “Amendment”) to that certain financing agreement,
dated as of December 23, 2019, with (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the
“Financing Agreement”).
The Amendment (i) implements the transition from
a LIBOR based interest rate to secured overnight financing rate (“SOFR”) based interest rate, (ii) provides for a transition
to a future benchmark rate in the event that SOFR is no longer available, and (iii) permits the Company to make the cash payments necessary
to consummate the repurchase of the Company’s outstanding public warrants announced on September 16, 2022 (the “Repurchase
of Warrants”), so long as prior to the later of January 20, 2023 and one business day after the consummation of the sale and
issuance of 25,000 additional shares of series A preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”),
of the Company, the Company repurchases from the Lenders, on a pro rata basis, not less than 50,000 shares of class A common stock, par
value $0.0001 per share (the “Class A Common Stock”) of the Company at a price per share of $10.00 (or if Mondee Holdings,
LLC has not yet distributed to the Lenders the shares of Class A Common Stock of the Company, then the Company repurchases from the Lenders,
on a pro rata basis, not less than 153,846.16 of the class G units of Mondee Holdings, LLC, a Delaware limited liability company, issued
on July 18, 2022 at price per unit of $3.25) (the “Repurchase Condition”).
Pursuant to the Amendment, the Lenders also: (1)
consented to the payment of a portion of the interest originally due on June 30, 2022 (the “June Interest Payment”)
at a rate per annum of up to 2.5% by capitalizing such interest; (2) waived the failure by the Company to make a cash payment of (A) the
June Interest Payment by September 30, 2022, and (B) the principal payment due on September 30, 2022 by September 30, 2022; (3) consented
to the creation and issuance of up to an additional 35,000 shares of Series A Preferred Stock and waived the mandatory prepayment obligations
under the Financing Agreement with respect to such issuance; and (4) consented to the consummation of the Repurchase of Warrants, subject
to the Repurchase Condition.
The foregoing summary of the Amendment is qualified
in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference,
and by reference to the Financing Agreement, a copy of which was filed as an exhibit 10.43 to the Company’s Registration Statement
on Form S-4 with the Securities and Exchange Commission on March 21, 2022 (File No. 333-263727) and incorporated by reference.