SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of February 18, 2020 is entered into by and among I3 VERTICALS, LLC, a Delaware limited liability company (the Borrower), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
WHEREAS, the Borrower, HoldCo, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, entered into that certain Amended and Restated Credit Agreement dated as of May 9, 2019 (as amended, modified, supplemented or extended from time to time, the Credit Agreement);
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as contemplated hereby; and
WHEREAS, the Administrative Agent and the Required Lenders are willing to amend the Credit Agreement, subject to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Introductory Paragraph and Recitals. The above introductory paragraph and recitals of this Agreement are incorporated herein by reference as if fully set forth herein.
2. Definitions. Capitalized terms used herein (including in the recitals hereof) and not otherwise defined herein shall have the meanings provided in the Credit Agreement.
3. Amendments to Credit Agreement.
(a) Each reference to Bank of America Merrill Lynch on the cover page of the Credit Agreement is hereby amended to be a reference to BofA Securities, Inc.
(b) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:
2020 Convertible Notes means the unsecured exchangeable notes due 2025 to be issued by the Borrower, as described in that certain Preliminary Offering Memorandum dated February 11, 2020, as completed and amended by the final Offering Memorandum with respect to such unsecured exchangeable notes and any related pricing term sheet.
Consolidated Senior Secured Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness (other than Subordinated Debt) that is secured by a Lien (other than a Lien described in Section 7.01(m)) minus up to $10,000,000 of unrestricted cash and Cash Equivalents of the Loan Parties as of such date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.