Amendment No. 1 to Credit Agreement, dated as of April 9, 2025, between FlexShopper 2, LLC, as borrower and Powerscourt Investments 50, LP, as administrative agent and lender

EX-10.1 2 ea024132801ex10-1_flex.htm AMENDMENT NO. 1 TO CREDIT AGREEMENT, DATED AS OF APRIL 9, 2025, BETWEEN FLEXSHOPPER 2, LLC, AS BORROWER AND POWERSCOURT INVESTMENTS 50, LP, AS ADMINISTRATIVE AGENT AND LENDER

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April 9, 2025 between FLEXSHOPPER 2, LLC (the “Company”), Powerscourt Investments 50, LP, as administrative agent (in such capacity, the “Administrative Agent”) and as the lender (the “Lender”).

BACKGROUND

WHEREAS, the Company, the Administrative Agent, Computershare Trust Company, National Association, as paying agent (the “Paying Agent”) and various lenders from time to time party thereto are party to a certain Credit Agreement, dated March 27, 2024 (as amended, supplemented and otherwise modified as of the date hereof, the “Credit Agreement”);

WHEREAS, the parties to the Credit Agreement desire to amend the Credit Agreement pursuant to Section 9.4(c)(i) thereof;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

Defined Terms. Capitalized definitional terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Amendment to the Credit Agreement. Effective as of the date first written above, upon the satisfaction of the conditions set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

(a)

Appendix A of the Credit Agreement is hereby deleted in its entirety and replaced with the Appendix A attached hereto.

Effectiveness. This Amendment shall become effective as of the date first written above upon delivery to the Administrative Agent of counterparts of this Amendment duly executed by each of the parties hereto.

(a)

Each of the parties hereto acknowledges and agrees that this Amendment does not reduce the rights, decrease the fees or other amounts payable to the Paying Agent or increase the duties or obligations of the Paying Agent under the Agreement.

Binding Effect; Ratification.

(a)

The Credit Agreement, as amended hereby, remains in full force and effect. Any reference to the Credit Agreement from and after the date hereof shall be deemed to refer to the Credit Agreement as amended hereby, unless otherwise expressly stated.

(b)

Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect and each is hereby ratified and confirmed by the parties hereto.

(c)

The Company represents and warrants to the Lender that (a) each and every of its representations and warranties contained in Section 4 of the Credit Agreement, as amended hereby, are true and correct as of the date hereof and (b) no Event of Default or Default has occurred and is continuing and, immediately after the execution and delivery of this Amendment, no Event of Default or Default shall have occurred or be continuing.

(d)

Notwithstanding anything to the contrary herein or in the Credit Document, by signing this Amendment, neither the Lender nor the Administrative Agent is waiving or consenting, nor has either of them agreed to waive or consent to in the future, the breach of (or any rights and remedies related to the breach of) any provisions of any of the Credit Documents.

(e)

The Company agrees to promptly reimburse the Administrative Agent for all of the reasonable out-of-pocket expenses, including, without limitation, reasonable legal fees, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Amendment and all other instruments, documents and agreements executed and delivered in connection with this Amendment.

Miscellaneous.

(a)

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

(b)

The captions and headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

(c)

This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature, (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the Signature Laws, in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party (whether such signature is with respect to this Amendment or any notice, officer’s certificate or other ancillary document delivered pursuant to or in connection with this Amendment) and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

	ADMINISTRATIVE AGENT and LENDER:

	POWERSCOURT INVESTMENTS 50, LP

	By:	Powerscourt Investments GP, LLC, as General Partner

	By:	Maples Fiduciary Services (Delaware) Inc., as Managing Member

	By:	/s/ Scott Huff
	Name:	Scott Huff
	Title:	Authorized Signatory

	COMPANY:

	FlexShopper 2, LLC

	By:	/s/ H. Russell Heiser, Jr.
	Name:	H. Russell Heiser, Jr.
	Title:	Chief Executive Officer

APPENDIX A

TO CREDIT AGREEMENT

Commitments

Lender	Commitment
Powerscourt Investments 50, LP	$	155,000,000
Total:	$	155,000,000