Credit Agreement, dated July 29, 2021, as amended by the First Amendment to Credit Agreement dated June 23, 2023, by and among Flywire Corporation, the other Loan Parties party thereto from time to time, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, and Citibank

EXECUTION VERSION

Exhibit 10.1

First AMENDMENT to credit agreement

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (together with the Exhibit attached hereto and incorporated herein by reference, this “Amendment”), dated as of June 23, 2023 (the “Effective Date”), amends that certain Credit Agreement, dated as of July 29, 2021, by and among, Flywire Corporation, a Delaware corporation (the “Borrower”), the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto and CITIBANK N.A., as administrative agent (in such capacity, the “Administrative Agent”) (such agreement, as amended, restated, amended and restated, supplemented, renewed or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”, and the Existing Agreement, as amended, supplemented, renewed, reaffirmed, ratified or otherwise modified by this Amendment, the “Amended Agreement” and together with each Existing Document which is amended or otherwise modified by this Amendment, the “Amended Documents”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Exhibit attached hereto or the Existing Documents, as applicable.

RECITALS:

WHEREAS, certain loans or other extensions of credit under the Existing Agreement and/or other Existing Documents bear or are permitted to bear interest, or incur or are permitted to incur fees, commissions or other amounts, based on the London Interbank Offered Rate for U.S. Dollars (“LIBOR”) in accordance with the terms of the Existing Agreement and/or the other Existing Documents;

WHEREAS, a benchmark transition event (or other analogous or similar event) or an early opt-in election (or other analogous or similar election) has occurred with respect to LIBOR and LIBOR has or will be replaced with Adjusted Term SOFR as an alternative benchmark rate for purposes of the Existing Agreement and the other Existing Documents for settings of benchmark rates that occur on or after the Transition Date (as defined in the Exhibit hereto) in accordance with the benchmark replacement provisions set forth in any applicable Existing Document, and pursuant thereto the Administrative Agent is exercising its right to make certain benchmark replacement conforming changes in connection with the implementation of the applicable benchmark replacement as set forth herein; and

WHEREAS, the amendments and modifications set forth in this Amendment constitute benchmark replacement conforming changes (or other similar conforming changes) for purposes of the Existing Agreement and the other Existing Documents;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following shall be effective:

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officer(s) as of the day and year first above written.

CITIBANK, N.A., as Administrative Agent

By: /s/ Stephanie Epkins

Name: Stephanie Epkins

Title: Director

[Signature Page to First Amendment to Credit Agreement]

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BORROWER:

FLYWIRE CORPORATION, a Delaware corporation

By: /s/ Peter Butterfield

Name: Peter Butterfield

Title: General Counsel & Chief Compliance

Officer

[Signature Page to First Amendment to Credit Agreement]

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EXHIBIT TO AMENDMENT
OPERATIVE TERMS FOR LIBOR REPLACEMENT WITH TERM SOFR

Notwithstanding anything to the contrary contained in the Existing Agreement or in any other Existing Document, the Existing Agreement and, solely to the extent applicable, each other Existing Document are each hereby amended and modified to give effect to the provisions set forth on this Exhibit.

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“Adjusted Term SOFR” means, with respect to any SOFR Referencing Credit Extension for a SOFR Interest Period, an interest rate per annum equal to the sum of (i) Term SOFR and (ii) the applicable Spread Adjustment; provided, that if Adjusted Term SOFR shall be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Alternate Rate Credit Extension” means a Credit Extension nominally based on a “Base Rate”, “Alternative Base Rate”, “ABR”, “Federal Funds”, “Prime” or “Citi Prime”, “Minimum Interest Rate” or other analogous or similar term generally indicating use of a benchmark rate other than LIBOR, SOFR,

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Term SOFR or Adjusted Term SOFR and which may apply a rate (or a component of a rate) based on LIBOR, SOFR, Term SOFR or Adjusted Term SOFR, as the context requires. For the avoidance of doubt, such Credit Extension, immediately prior to giving effect to the provisions of this Amendment on the Transition Date, was not a LIBOR Credit Extension and after giving effect to the provisions of this Amendment on the Transition Date, will not be a SOFR Credit Extension.

“Applicable Margin” means the applicable margin, rate, spread or other analogous or similar term or concept utilized in the Existing Agreement or any other Existing Document immediately prior to giving effect to the provisions of this Amendment on the Transition Date for calculating, in addition to LIBOR, any rate of interest or other similar amounts with respect to the applicable LIBOR Credit Extensions.

“Conforming Changes” means, with respect to either the use or administration of Adjusted Term SOFR, Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of the alternate rate that applies for an Alternate Rate Credit Extension, the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of any compensation for losses provision and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of the Amended Agreement and the other Amended Documents).

“Credit Extension” means any extension of credit of any type under the Existing Agreement, the Amended Agreement, any other Existing Document or any other Amended Document, whether characterized as a loan, term loan, revolving loan, swingline loan, daylight overdraft loan, bid loan, advance, borrowing, credit extension, letter of credit or other financial accommodation, and whether constituting a new extension of credit or a conversion or continuation of an existing extension of credit.

“Existing Documents” means the Existing Agreement, each “Loan Document”, “Financing Agreement” or “Related Document” (or other analogous or similar defined term) and all other notes, agreements, documents, and instruments executed and delivered in connection with the Existing Agreement and the Credit Extensions thereunder, each as amended, restated, amended or restated, supplemented, renewed or otherwise modified immediately prior to giving effect to this Amendment, including without limitation any note, guarantee, security document, mortgage, deed of trust or certificate; provided, that no derivative, swap agreement, hedge agreement or ISDA confirm (or other analogous or similar term) shall constitute an Existing Document for purposes of this Amendment or the provisions contained in this Amendment.

“Floor” means the benchmark rate floor, if any, provided in the Existing Agreement initially (as of the execution of the Existing Agreement, the modification, amendment or renewal of the Existing Agreement or otherwise) with respect to LIBOR and utilized for calculating any rate of interest, fees, commissions or other amounts with respect to LIBOR Credit Extensions.

“Interest Period” means “Interest Period”, “LIBOR Period” or any other analogous or similar term set forth in the Existing Agreement or any other applicable Existing Document describing the period during

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which a Credit Extension bears interest with reference to a specific setting, tenor, calculation or determination of a benchmark rate.

“LIBOR Credit Extension” means a Credit Extension bearing interest or incurring fees, commissions or other amounts based on LIBOR.

“LIBOR Referencing Credit Extension” means any Alternate Rate Credit Extension (to the extent it applies a rate (or a component of a rate) based on LIBOR in accordance with the Existing Documents) or LIBOR Credit Extension, as the context may require.

“LIBOR Related Definition” means any term defined in the Existing Agreement or any other Existing Document (or any partial definition thereof) as in effect immediately prior to giving effect to the provisions of this Amendment on the Transition Date, however phrased, primarily relating to the determination, administration or calculation of LIBOR, including by way of example applicable terms phrased as “Adjusted LIBO Rate”, “Adjusted LIBOR Rate”, “LIBO Base Rate”, “LIBO Rate”, “LIBOR Rate”, “LIBOR”, “Eurodollar Rate”, “Eurodollar Base Rate”, “Eurocurrency Rate”, “One-Month LIBOR”, “Daily LIBOR”, “Interpolated Rate”, “Screen Rate”, “Eurodollar Reserve Percentage”, “LIBOR Determination Date”, and “LIBOR Reset Date”.

“LIBOR Related Provision” means any term defined in or provision of the Existing Agreement or any other Existing Document as in effect immediately prior to giving effect to the provisions of this Amendment on the Transition Date (other than a LIBOR Related Definition) that refers to or has effect with respect to LIBOR, a LIBOR Related Definition, a LIBOR Referencing Credit Extension or another LIBOR Related Provision (in each case, solely as and to the extent that such term or provision relates to LIBOR, a LIBOR Related Definition, a LIBOR Referencing Credit Extension or another LIBOR Related Provision), including by way of example (a) terms phrased as “Applicable Margin”, “Borrowing”, “Business Day”, “Default Rate”, “Interest Payment Date”, “Interest Period”, “LIBOR Period”, “LIBOR Loan”, “Eurodollar Loan”, “Eurocurrency Loan”, “LIBO Rate Loan”, “Interest Option”, “Reference Banks”, “Reference Rate”, “Index”, “Increment”, “Calculation Period”, “Calculation Time”, “Applicable Rate”, “LIBOR Margin”, “Pricing Grid”, “London Banking Day”, “business day”, “Banking Date”, and “Type”, and (b) provisions addressing (i) interest rate setting, borrowing, conversion, continuation, payment and prepayment mechanics relating to LIBOR Referencing Credit Extensions, (ii) the inability to determine or make credit extensions based on LIBOR, (iii) reimbursement for costs, expenses, breakage, break-funding, compensation for losses or indemnity relating to LIBOR Credit Extension, (iv) availability of LIBOR and (v) exculpation with respect to LIBOR.

“Material Adverse Effect” means (a) “Material Adverse Effect” or any other analogous or similar term, in each case, to the extent so defined in the Existing Agreement or any other Existing Document or otherwise, if not so defined, (b) (i) a material adverse change in, or a material adverse effect on, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its subsidiaries taken as a whole; or (ii) a material adverse effect on (A) the ability of the Borrower to perform its obligations under the Amended Documents, (B) the legality, validity, binding effect or enforceability against the Borrower of any Amended Document to which it is a party or (C) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent, the Issuing Banks or the Lenders under any Amended Documents.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of

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Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means a rate equal to the Secured Overnight Financing Rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or any successor administrator of the Secured Overnight Financing Rate).

“SOFR Alternate Rate Credit Extension” means an Alternate Rate Credit Extension which, after the Transition Date, uses Adjusted Term SOFR as a component of the benchmark rate applicable to such Credit Extensions.

“SOFR Credit Extension” means any Credit Extension bearing interest or incurring fees, commissions or other amounts based upon Adjusted Term SOFR, but excluding, for the avoidance of doubt, any Alternate Rate Credit Extension.

“SOFR Interest Period” means, as to any SOFR Credit Extension, the time periods corresponding to the choices for such time periods for Interest Periods under the Existing Documents for LIBOR, but only to the extent such Interest Period is available and recommended by the Relevant Governmental Body with respect to Term SOFR. For avoidance of doubt, and notwithstanding anything contained herein to the contrary, Term SOFR for one (1), three (3), six (6) and twelve (12) month Interest Periods shall be the corresponding tenors available and recommended under the Amended Documents as of the Effective Date and, if and to the extent additional tenors of Term SOFR become available and are recommended by the Relevant Governmental Body after the date hereof and such tenors correspond to the Interest Periods available under the Existing Documents, such Interest Periods shall be deemed to be added as SOFR Interest Periods hereunder. Any additional technical, administrative or operational conventions or limitations included in the definition of Interest Period and applicable to Interest Periods for LIBOR Credit Extensions shall be applicable to SOFR Credit Extensions and are hereby incorporated into this definition of SOFR Interest Period.

“SOFR Referencing Credit Extension” means any Alternate Rate Credit Extension (to the extent it applies a rate (or a component of a rate) based on SOFR, Term SOFR or Adjusted Term SOFR in accordance herewith) or SOFR Credit Extension, as the context may require.

“Spread Adjustment” means, for any SOFR Credit Extension’s SOFR Interest Period, the applicable rate per annum set out below:

“Term SOFR” means, for any calculation with respect to a SOFR Credit Extension, the Term SOFR Reference Rate for a tenor comparable to the applicable SOFR Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such SOFR Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published

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by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Transition Date” means June 30, 2023.

“U.S. Government Securities Business Day” means any day (other than a Saturday or Sunday) on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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