Amendment No. 1 to Credit Agreement, dated as of December 7, 2018, by and among International Money Express, Inc., as Holdings, International Money Express Sub 2, LLC, as Intermediate Holdings, Intermex Holdings, Inc., as the Term Borrower, Intermex Wire Transfer, LLC, as the Revolving Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and KeyBank National Association, as the Administrative Agent

AMENDMENT NO. 1, dated as of December 7, 2018 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among Intermex Wire Transfer, LLC, a Florida limited liability company (the “Revolver Borrower”), Intermex Holdings, Inc. (the “Term Borrower”), International Money Express, Inc., a Delaware corporation (“Holdings”), International Money Express Sub 2, LLC, a Delaware limited liability company (“Intermediate Holdings”), each Guarantor from time to time party thereto, KeyBank National Association, as Administrative Agent and L/C Issuer and each lender from time to time party thereto (the “Credit Agreement”).

WHEREAS, the Borrowers have requested that the Required Lenders amend certain provisions of the Credit Agreement with respect to the Interest Periods applicable to Eurodollar Rate Loans, as set forth more fully in this Amendment; and

WHEREAS, the Required Lenders and the Revolving Credit Lenders have agreed to such amendments to the Credit Agreement, subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Subject to the occurrence of the Amendment No. 1 Effective Date:

This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which:

(a)          The Administrative Agent shall have received counterparts of this Amendment signed by the Loan Parties and the Lenders constituting the Required Lenders and the Revolving Credit Lenders.

(b)          The representations and warranties contained in Article IV hereof shall be true and correct as of the date hereof.

(c)          At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or shall result from this Amendment.

(d)          The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, in each case, to the extent invoiced at least one Business Day prior to the Amendment No. 1 Effective Date, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

After giving effect to the amendments contained herein, on the Amendment No. 1 Effective Date each Loan Party hereby confirms that:  (a) this Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and constitutes the legal, valid and binding obligations of each such Loan Party enforceable against it in accordance with its terms, except as such enforceability may be limited by debtor relief laws and by general principles of equity; (b) the representations and warranties of the Borrowers and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement; and (c) no Default or Event of Default has occurred and is continuing.

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