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$FLYW·10-Q

Flywire Corp · Nov 10, 4:28 PM ET

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Flywire Corp 10-Q

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First AMENDMENT to Amended and Restated credit agreement and first amendment to pledge and security agreement
THIS FIRST AMENDMENT TO amended and restated CREDIT AGREEMENT and first amendment to pledge and security agreement (together with the exhibits and schedules attached hereto and incorporated herein by reference, this “Amendment”), dated as of August 1, 2025, amends (i) that certain Amended and Restated Credit Agreement, dated as of February 23, 2024, 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 (such agreement, as amended, restated, amended and restated, supplemented, renewed or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended, supplemented, renewed, reaffirmed, ratified or otherwise modified by this Amendment, the “Amended Credit Agreement”), and (ii) that certain Pledge and Security Agreement, dated as of July 29, 2021, by and among the Borrower, the other Loan Parties party thereto from time to time and the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties (such agreement, as amended, restated, amended and restated, supplemented, renewed or otherwise modified from time to time prior to the date hereof, the “Existing Security Agreement”; the Existing Security Agreement, as amended, supplemented, renewed, reaffirmed, ratified or otherwise modified by this Amendment, the “Amended Security Agreement”; the Amended Security Agreement and the Amended Credit Agreement, collectively, the “Amended Documents”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.
RECITALS:
WHEREAS, pursuant to Section 9.02 of the Existing Credit Agreement, (a) the Borrower and the Required Lenders may from time to time make certain amendments to the Existing Credit Agreement and (b) the Administrative Agent and the Loan Parties party to the Existing Security Agreement, with the consent of the Required Lenders (after giving effect to this Amendment), may from time to time make certain amendments to the Existing Security Agreement; and
WHEREAS, (a) the Borrower and the other Loan Parties have requested that the Administrative Agent and the Lenders party hereto (i) agree to certain amendments and modifications to the Existing Credit Agreement as set forth in this Amendment, including, among other things, to increase the aggregate amount of Commitments under the Existing Credit Agreement from $125,000,000 to $300,000,000 (such $175,000,000 increase, the “First Amendment Commitment Increase”) so that after giving effect to the First Amendment Commitment Increase, the Commitment of each Lender will be as set forth opposite such Lender’s name on Schedule I hereto, and (ii) agree to certain amendments and modifications to the Existing Security Agreement as set forth in this Amendment; and (b) the Administrative Agent and each of the Lenders party hereto are willing to agree to such amendments and modifications to the Existing Credit Agreement and the Existing Security Agreement, in each case, pursuant to the terms and subject to the conditions set forth herein.
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:
Citibank, N.A., Bank of America, N.A. and JPMorgan Chase Bank, N.A. acted as Joint Lead Arrangers for the First Amendment Commitment Increase.
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EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.