Limited Waiver to Amended and Restated First Lien Credit Agreement, dated May 5, 2020, by and among EVO Payments International, LLC, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto

LIMITED WAIVER TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

THIS LIMITED WAIVER TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Limited Waiver”) is entered into as of May 5, 2020 by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”),  CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and the Lenders party hereto (the “Consenting Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and intending to be legally bound, the parties hereto agree as follows:

A.  LIMITED WAIVER

(a)Section 6.1 of the Credit Agreement requires that the Borrower not permit the Consolidated Leverage Ratio for any Testing Quarter to be less than the ratios set forth below (each, a “Limited Waiver Covenant Level”) for the following fiscal quarters:

(b)The Consenting Lenders hereby waive pursuant to Section 11.2(b)(iii) of the Credit Agreement and effective as of the Limited Waiver Effective Date (as defined below) any Default or Event of Default directly resulting from the failure of the Borrower to comply with a Limited Waiver Covenant Level for the applicable Testing Quarter; provided that the waivers described in this clause (b) shall terminate immediately (and to the extent applicable, any related Default or Event of Default shall be reinstated immediately and automatically) upon the earlier of (x) the failure to satisfy any Limited Waiver Requirement and (y) written notice by the Borrower to the Administrative Agent.  

As used herein, the “Limited Waiver Requirements” shall mean:

(a)the Borrower shall not permit the Consolidated Leverage Ratio for any Testing Quarter to be less than the ratios set forth below for the following fiscal quarters:

(b)from the Limited Waiver Effective Date to the last day of the fiscal quarter ending March 31, 2021, the Borrower or any of its Restricted Subsidiaries shall not utilize any of the following baskets:

(i) any Restricted Payments pursuant to Section 7.5(e), (n), (h) and (q) of the Credit Agreement; and

(ii) any prepayments of Indebtedness pursuant to Section 7.12(a), (b)(vi) and (b)(vii) of the Credit Agreement.

B.CONDITIONS TO EFFECTIVENESS

This Limited Waiver shall not become effective until the date (the “Limited Waiver Effective Date”) on which each of the following conditions is satisfied:

(a)the Administrative Agent shall have received from Consenting Lenders comprising the Required Revolving Lenders and the Borrower executed counterparts (in such number as may be requested by the Administrative Agent) of this Limited Waiver;

(b)the Administrative Agent shall have received an officer’s certificate that, as of the Limited Waiver Effective Date, the representations and warranties contained in paragraph 1 of Section C are true and correct; and

(c)the Administrative Agent shall have received all fees and amounts due and payable by the Loan Parties under the Loan Documents on or prior to the Limited Waiver Effective Date, including reimbursement or payment of all reasonable expenses incurred by the Administrative Agent and its Affiliates that are required to be reimbursed or paid by the Borrower under the Credit Agreement.

C.  MISCELLANEOUS

2.Effect of Agreement.  Except as set forth expressly herein, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect and shall constitute

the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and Administrative Agent.  The execution, delivery and effectiveness of this Limited Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.  This Limited Waiver shall constitute a Loan Document for all purposes of the Credit Agreement.

3.Governing Law.   THIS LIMITED WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TERMS OF SECTIONS 11.5 AND 11.6 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

4.Counterparts.  This Limited Waiver may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Limited Waiver by telecopy or other electronic means (such as by email in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

 5.Binding Nature.  This Limited Waiver shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.  No third-party beneficiaries are intended in connection with this Limited Waiver.

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IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver to be duly executed by their duly authorized officers, all as of the date and year first above written.

EVO PAYMENTS INTERNATIONAL, LLC,

as Borrower

By:   /s/ Thomas E. Panther
Name: Thomas E. Panther

Title: Executive Vice President and Chief Financial Officer

CITIBANK, N.A., as Administrative Agent

By: /s/ Caesar Wyszomirski 

Name: Caesar Wyszomirski

Title: Vice President

Citizens Bank,  N.A., as a Lender

By: /s/ Tyler Stephens

Name: Tyler Stephens

Title: Vice President

Bank of America,  N.A., as a Lender

By: /s/ Sujay Maiya

Name: Sujay Maiya

Title: Director

Regions Bank, as a Lender

By: /s/ JD Eller

Name: JD Eller

Title: Associate

Truist Bank, as a Lender

By: /s/ David Bennett

Name: David Bennett

Title: Director

JPMORGAN CHASE BANK, N.A.,

as Revolving Lender

By: /s/ Bruce S. Borden

Name: Bruce S. Borden

Title: Executive Director