Execution Version 95450246_4 AMENDMENT NO. 5 TO CREDIT AGREEMENT (INCREMENTAL INCREASE) This AMENDMENT NO. 5 TO CREDIT AGREEMENT (INCREMENTAL INCREASE) (this “Amendment”), dated as of November 3, 2017, is entered into by and among EBIX, INC., a...
Execution Version
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AMENDMENT NO. 5 TO CREDIT AGREEMENT (INCREMENTAL INCREASE)
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (INCREMENTAL INCREASE) (this
“Amendment”), dated as of November 3, 2017, is entered into by and among EBIX, INC., a Delaware
corporation (the “Borrower”), certain subsidiaries of the Borrower party hereto as guarantors (the
“Guarantors” and collectively with the Borrower, the “Credit Parties”) under the Credit Agreement
(defined below), REGIONS BANK, as the lender of the Increase (defined below) and REGIONS BANK,
as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent.
RECITALS
WHEREAS, the Borrower, the Administrative Agent and certain banks and other financial
institutions (the “Lenders”) are parties to that certain Credit Agreement, dated as of August 5, 2014 (as
amended hereby, as amended by that certain Amendment No. 1 to Credit Agreement and Waiver dated as
of February 3, 2015, as further amended by that certain Amendment No. 2 to Credit Agreement dated as
of June 17, 2016, as further amended by that certain Amendment No. 3 to Credit Agreement and Waiver
dated as of October 19, 2017, as further amended by that certain Amendment No. 4 to Credit Agreement
and Waiver dated as of November 3, 2017, and as further amended, restated, extended, supplemented or
otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement prior to giving
effect to this Amendment being referred to as the “Existing Credit Agreement”), pursuant to which the
Lenders have extended a revolving credit facility and term loan facility to the Borrower;
WHEREAS, the Borrower has informed the Administrative Agent and the Increasing Lender (as
defined below) that its wholly-owned Subsidiaries, Ebix Software India Private Limited and Ebix
FinCorp Exchange PTE Limited intend to make an Acquisition of 100% of the equity shares in Flight
Raja Travels Private Limited, a company incorporated under the Companies Xxx, 0000, and having its
registered office at Xxxxxxxx, Xxxxx X, Xxxxx 0, Xxxxxxx Xxxxxxx Business Park, Outer Xxxx Xxxx,
Xxxxxxxx, Xxxxxxxxx-000000 from the owners thereof for total consideration of approximately, but in
any event less than, $75,000,000 (the “Via Acquisition”);
WHEREAS, the Borrower has informed the Administrative Agent and the Increasing Lender that
Ebix Singapore Pte Ltd. intends to purchase 50% of the Equity Interests in (and, pursuant to various
agreements, to exercise Control over) Vara United Private Limited from the owners thereof for total
consideration of approximately $26,000,000 (the “Vara Acquisition”);
WHEREAS, the Borrower has requested that, in order to pay a portion of the consideration for
(and related fees and expenses in connection with) the Via Acquisition and the Vara Acquisition, the
Term Loan A Commitment and the Term Loan A (each as defined in the Existing Credit Agreement) be
increased by the aggregate principal amount of $50,000,000 in accordance with, and as provided in,
Section 2.1(d) of the Existing Credit Agreement (the “Increase”), and Regions Bank (in such capacity, the
“Increasing Lender”) is willing to provide the Increase as provided in, and on the terms and conditions
contained in, this Amendment;
WHEREAS, the Borrower has also requested that the Existing Credit Agreement be amended in
a manner permitted by, and consistent with, Sections 2.1(d) and 2.1(e) of the Existing Credit Agreement
to effectuate the Increase;
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
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1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings, if any, assigned to such terms in the Existing Credit Agreement.
2. Term Loan A Increase and Amendment.
(a) Upon the Fifth Amendment Effective Date (defined below) (i) a portion of the
Increase shall be provided by the Increasing Lender in the aggregate principal amount of
$20,000,000 (or such other amount as the Borrower, the Increasing Lender and the
Administrative Agent shall agree, but not to exceed the aggregate principal amount of the
Increase) (such amount, the “Initial Increase”), (ii) the Initial Increase will be advanced by the
Increasing Lender on the Fifth Amendment Effective Date, (iii) the Term Loan A Commitments,
Term Loan A amounts and Term Loan A Commitment Percentage of each Lender holding any
portion of the Term Loan A (after giving effect to the Initial Increase) will be updated on the Fifth
Amendment Effective Date by the Administrative Agent to reflect the Initial Increase, (iv) the
quarterly amortization amounts of the Term Loan A pursuant to Section 2.6(c) of the Existing
Credit Agreement (commencing with the first payment due after the Fifth Amendment Effective
Date) shall be adjusted and amended by the Administrative Agent to give effect to the Initial
Increase and this Amendment, and (v) the Existing Credit Agreement will be deemed amended to
effectuate the foregoing clauses (i) through (iv) in accordance with Sections 2.1(d) and 2.1(e) of
the Existing Credit Agreement. In connection with the Initial Increase, the Administrative Agent
may make such adjustments between and among the applicable Lenders and the Borrower as are
reasonably necessary to effectuate the Initial Increase (including reallocations of the Term Loan
A outstandings of the applicable Lenders among Interest Periods), and in connection therewith,
the Borrower shall pay any additional amounts required pursuant to Section 3.1(c) of the Credit
Agreement (including as if any reallocations constituted prepayments and reborrowings).
(b) Upon the Second Increase Effective Date (defined below) (i) a portion of the
Increase shall be provided by the Increasing Lender in the aggregate principal amount of
$30,000,000 (or such other amount as the Borrower, the Increasing Lender and the
Administrative Agent shall agree, but in no event to exceed the then undrawn portion of the
Increase after giving effect to the Initial Increase) (such amount, the “Second Increase”), (ii) the
Second Increase will be advanced by the Increasing Lender on the Second Increase Effective
Date, (iii) the Term Loan A Commitments, Term Loan A amounts and Term Loan A
Commitment Percentage of each Lender holding any portion of the Term Loan A (after giving
effect to the Second Increase) will be updated on the Second Increase Effective Date by the
Administrative Agent to reflect the Second Increase, (iv) the quarterly amortization amounts of
the Term Loan A pursuant to Section 2.6(c) of the Existing Credit Agreement (commencing with
the first payment due after the Second Increase Effective Date) shall be adjusted and amended by
the Administrative Agent to give effect to the Initial Increase, the Second Increase and this
Amendment, and (v) the Existing Credit Agreement will be deemed amended to effectuate the
foregoing clauses (i) through (iv) in accordance with Sections 2.1(d) and 2.1(e) of the Existing
Credit Agreement. In connection with the Second Increase, the Administrative Agent may make
such adjustments between and among the applicable Lenders and the Borrower as are reasonably
necessary to effectuate the Second Increase (including reallocations of the Term Loan A
outstandings of the applicable Lenders among Interest Periods), and in connection therewith, the
Borrower shall pay any additional amounts required pursuant to Section 3.1(c) of the Credit
Agreement (including as if any reallocations constituted prepayments and reborrowings).
(c) Each party hereto agrees that (i) the (A) Initial Increase and related amendments
provided by this Amendment shall be effective upon the Fifth Amendment Effective Date and (B)
Second Increase and related amendments provided by this Amendment shall be effective upon the
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Second Increase Effective Date, (ii) the conditions to effectiveness of (A) the Initial Increase and
the related amendments provided by this Amendment are limited to the conditions set forth in
Section 4 of this Amendment and (B) the Second Increase and the related amendments provided
by this Amendment are limited to the conditions set forth in Sections 4 and 5 of this Amendment
and (iii) each of the Initial Increase and the Second Increase constitutes an incurrence of an
increase to the Term Loan A under Section 2.1(d) of the Existing Credit Agreement (and
constitutes usage of a portion of the $100,000,000 limit set forth in Section 2.1(d)(i) of the
Existing Credit Agreement, with the same pricing, amortization and maturity as (as well as all
other terms and conditions applicable to) the Term Loan A prior to giving effect to the Initial
Increase, the Second Increase and this Amendment.
3. Representations and Warranties. The Borrower and each of the other Credit Parties, by
its execution of this Amendment, hereby represents and warrants to the Administrative Agent and the
Lenders as follows:
(a) both the Increase and the execution, delivery and performance by each Credit
Party of this Amendment have been duly authorized by all necessary corporate or other organizational
action and do not and will not (i) violate in any material respect the terms of any of the Credit Parties’
Organizational Documents; (ii) except as could not reasonably be expected to have a Material Adverse
Effect, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default
under any other Contractual Obligations of any Credit Party, (iii) result in or require the creation of any
Lien upon any of the properties or assets of any Credit Party (other than Liens created under any of the
Credit Documents in favor of the Collateral Agent for the benefit of the holders of the Obligations), or
(iv) require any approval of stockholders, members or partners or any approval or consent of any Person
under any material Contractual Obligation of any Credit Party;
(b) this Amendment has been duly executed and delivered by each Credit Party, and
constitutes a legal, valid and binding obligation of each Credit Party, enforceable against such Credit
Party in accordance with its terms, except as may be limited by Debtor Relief Laws or by equitable
principles relating to enforceability;
(c) the representations and warranties of each Credit Party contained in Section 6 of
the Credit Agreement and in each other Credit Document are true and correct in all material respects on
and as of the Fifth Amendment Effective Date (or, to the extent made pursuant to Section 5 below, as of
the Second Increase Effective Date), except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they shall be true and correct in all material respects as
of such earlier date, and except that for purposes of this clause (c), the representations and warranties
contained in Sections 6.7(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to Sections 7.1(b) and (a) of the Credit Agreement, respectively;
(d) with respect to the Initial Increase, after the effectiveness of this Amendment on
the Fifth Amendment Effective Date, the borrowing of the Initial Increase on the Fifth Amendment
Effective Date, the consummation of the Via Acquisition and the other transactions in connection
herewith and therewith to occur on or prior to the Fifth Amendment Effective Date, no Default has
occurred and is continuing; and
(e) with respect to the Second Increase, after the effectiveness of this Amendment on
the Fifth Amendment Effective Date, the borrowing of the Initial Increase on the Fifth Amendment
Effective Date, the borrowing of the Second Increase on the Second Increase Effective Date, the
consummation of the Via Acquisition and the Vara Acquisition and the other transactions in connection
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herewith and therewith to occur on or prior to the Second Increase Effective Date, no Default has
occurred and is continuing.
4. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the
related amendments to the Credit Agreement herein provided, and the making of the Initial Increase, are
each subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the
“Fifth Amendment Effective Date”):
(a) the Increasing Lender and the Administrative Agent shall have received each of
the following documents or instruments in form and substance reasonably acceptable to the
Administrative Agent:
(i) counterparts of this Amendment, duly executed by each Credit Party, the
Administrative Agent, and the Increasing Lender;
(ii) to the extent requested, the Increasing Lender shall have received a Term
Loan A Note executed by the Borrower in favor of the Increasing Lender; provided that any
failure to request such a Term Loan A Note in connection with the Fifth Amendment Effective
Date shall not limit the ability of the Increasing Lender to request a Note from time to time
pursuant to the Credit Agreement;
(iii) (A) copies of the Organizational Documents, certified (to the extent
applicable) as of a recent date by the appropriate Governmental Authority (or certification that
such Organizational Documents have not been altered, amended, revoked or otherwise modified
since the last delivery thereof to the Administrative Agent and the Lenders), (B) copies of
resolutions approving the Increase, the Via Acquisition, the Vara Acquisition and the other
transactions contemplated in connection with the Increase, this Amendment, the Credit
Agreement and the related financing and authorizing execution, delivery and performance of this
Amendment and the Increase, (C) copies of certificates of good standing, existence or the like of
a recent date from the appropriate Governmental Authority of its jurisdiction of formation or
organization and (D) incumbency certificates, in each case, for each of the Credit Parties and
certified by an Authorized Officer of the Borrower in form and substance reasonably satisfactory
to the Administrative Agent; and
(iv) one or more certificates from an Authorized Officer of the Borrower (in
the case of (F) below, from the Corporate Vice President - Finance & Human Resources of the
Borrower), in form and substance reasonably satisfactory to the Administrative Agent,
confirming, among other things, (A) all consents, approvals, authorizations, registrations, or
filings required to be made or obtained by the Borrower and the other Credit Parties, if any, in
connection with the Increase, this Amendment and the other Credit Documents and the
transactions contemplated herein and therein have been obtained and are in full force and effect
(and attaching copies of any such items), (B) no investigation or inquiry by any Governmental
Authority regarding the Increase, this Amendment and the other Credit Documents and the
transactions contemplated herein and therein is ongoing, (C) the absence of any action, suit,
investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court
or before any arbitrator or Governmental Authority that could reasonably be expected to have a
Material Adverse Effect, (D) since December 31, 2016, there has been no event or circumstance
which has had or could be reasonably expected to have a Material Adverse Effect, (E) the audited
financial statements for the Fiscal Year ended December 31, 2016 were prepared in accordance
with GAAP consistently applied, except as noted therein, and fairly present in all material
respects the financial condition and results from operations of the Borrower and its Subsidiaries,
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(F) the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, are Solvent after
giving effect to the Initial Increase, the Via Acquisition and the other transactions contemplated
hereby and any other incurrence and/or repayment of Indebtedness related thereto, and (G) after
giving effect to this Amendment and the advancing of the Initial Increase to occur on the Fifth
Amendment Effective Date and all other related transactions (including the consummation of the
Via Acquisition), the Borrower shall be in compliance, determined on a pro forma basis (as
provided in Section 1.3 of the Credit Agreement), with the financial covenants set forth in Section
8.7 of the Credit Agreement;
(b) each of the representations and warranties set forth in Section 3 above (other than
Section 3(e)) is true and correct in all material respects (or, with respect to any such representation or
warranty modified by a materiality or Material Adverse Effect standard, in all respects (taking into
account such materiality or Material Adverse Effect standard));
(c) the Administrative Agent shall have received (i) a duly executed and completed
Funding Notice with respect to the Initial Increase to occur on the Fifth Amendment Effective Date and
(ii) duly executed and completed disbursement instructions (with wiring instructions and account
information) for all disbursements to be made on the Fifth Amendment Effective Date;
(d) the Administrative Agent shall have received customary opinions of counsel for
each of the Credit Parties, including, among other things, opinions regarding the due authorization,
execution and delivery of this Amendment and the enforceability thereof (including the entirety of the
Increase) and the Credit Documents as so amended;
(e) the Increasing Lender and the Administrative Agent shall have received, and be
satisfied with its review of, copies of (i) the internally prepared financial statements of the Borrower and
its Subsidiaries on a consolidated basis for the most recently ended Fiscal Quarter ended at least forty-five
days prior to the Fifth Amendment Effective Date, if any, and (ii) the audited financial statements of the
Borrower and its Subsidiaries on a consolidated basis for the Fiscal Year ended December 31, 2016;
(f) the Increasing Lender and the Administrative Agent shall be satisfied that (i) the
Via Acquisition constitutes a Permitted Acquisition (as defined in the Credit Agreement), (ii) the
Administrative Agent and the Lenders, as applicable, shall have received all documents, notices, consents
and other items required or reasonably requested (regardless of whether or not expressly required
pursuant to the definition of Permitted Acquisition in the Credit Agreement) in connection with the Via
Acquisition and (iii) all other conditions to the Via Acquisition constituting a Permitted Acquisition shall
have been, or substantially simultaneously with the Fifth Amendment Effective Date will have been,
satisfied, including the consummation of the Via Acquisition in accordance with its terms;
(g) the Increasing Lender shall have received, in form and substance reasonably
satisfactory to it, documentation and other information that is required by regulatory authorities under
applicable “know your customer” and anti-money-laundering rules and regulations, including the
PATRIOT Act, requested not later than five days prior to the Fifth Amendment Effective Date;
(h) after giving effect to this Amendment (and giving effect to the Initial Increase),
as of the Fifth Amendment Effective Date, no Default or Event of Default shall have occurred and be
continuing; and
(i) the Administrative Agent shall have confirmation that all fees payable under this
Amendment, under the Credit Agreement and under any commitment letter or fee letter with respect to
this Amendment, and all reasonable out-of-pocket fees and expenses required to be paid on or before the
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Fifth Amendment Effective Date, have been paid, including the reasonable out-of-pocket fees and
expenses of counsel for the Administrative Agent to the extent invoiced prior to the date hereof (without
prejudice to final settling of accounts for such fees and expenses).
5. Second Increase Conditions Precedent. The making of the Second Increase is subject to
the prior occurrence of the Fifth Amendment Effective Date and the further satisfaction of each of the
following conditions precedent (the date of such satisfaction, the “Second Increase Effective Date”):
(a) the Administrative Agent shall have received, each in form and substance
reasonably acceptable to the Administrative Agent, one or more certificates from an Authorized Officer
of the Borrower (in the case of (i) below, from the Corporate Vice President - Finance & Human
Resources of the Borrower), in form and substance reasonably satisfactory to the Administrative Agent,
confirming, among other things, (i) the Borrower and its Subsidiaries, taken as a whole on a consolidated
basis, are Solvent after giving effect to the Initial Increase and the Second Increase, each of the Via
Acquisition and Vara Acquisition, and the other transactions contemplated hereby and any other
incurrence and/or repayment of Indebtedness related thereto and (ii) after giving effect to this Amendment
and the advancing of the Second Increase to occur on the Second Increase Effective Date and all other
related transactions (including the consummation of the Vara Acquisition), the Borrower shall be in
compliance, determined on a pro forma basis (as provided in Section 1.3 of the Credit Agreement), with
the financial covenants set forth in Section 8.7 of the Credit Agreement and shall have provided the
Administrative Agent with calculations demonstrating such compliance;
(b) each of the representations and warranties set forth in Section 3(c) and Section
3(e) above is true and correct in all material respects (or, with respect to any such representation or
warranty modified by a materiality or Material Adverse Effect standard, in all respects (taking into
account such materiality or Material Adverse Effect standard)), and the Administrative Agent shall have
received a certificate from an Authorized Officer of the Borrower certifying thereto (which certificate
may be included in the certificate required by clause (a) of this Section 5 above);
(c) the Administrative Agent shall have received (i) a duly executed and completed
Funding Notice with respect to the Second Increase to occur on the Second Increase Effective Date and
(ii) duly executed and completed disbursement instructions (with wiring instructions and account
information) for all disbursements to be made on the Second Increase Effective Date;
(d) the Second Increase Effective Date shall have occurred on or prior to the date
that is 45 days after the Fifth Amendment Effective Date;
(e) the Increasing Lender and the Administrative Agent shall be satisfied that (i) the
Vara Acquisition constitutes a Permitted Acquisition (as defined in the Credit Agreement), (ii) the
Administrative Agent and the Lenders, as applicable, shall have received all documents, notices, consents
and other items required or reasonably requested (regardless of whether or not expressly required
pursuant to the definition of Permitted Acquisition in the Credit Agreement) in connection with the Vara
Acquisition and (iii) all other conditions to the Vara Acquisition constituting a Permitted Acquisition
shall have been, or substantially simultaneously with the Second Increase Effective Date will have been,
satisfied, including the consummation of the Vara Acquisition in accordance with its terms;
(f) to the extent not received in connection with the Fifth Amendment Effective
Date, the Increasing Lender shall have received, in form and substance reasonably satisfactory to it,
documentation and other information that is required by regulatory authorities under applicable “know
your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, requested
not later than five days prior to the Fifth Amendment Effective Date;
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(g) after giving effect to this Amendment (and giving effect to the Second Increase),
as of the Second Increase Effective Date, no Default or Event of Default shall have occurred and be
continuing; and
(h) the Administrative Agent shall have confirmation that all fees payable under this
Amendment, under the Credit Agreement and under any commitment letter or fee letter with respect to
this Amendment, and all reasonable out-of-pocket fees and expenses required to be paid on or before the
Second Increase Effective Date, have been paid, including the reasonable out-of-pocket fees and expenses
of counsel for the Administrative Agent to the extent invoiced prior to the date hereof (without prejudice
to final settling of accounts for such fees and expenses).
6. Reaffirmation. Each Credit Party (a) acknowledges and consents to all of the terms and
conditions of the Increase and this Amendment, (b) affirms all of its obligations under the Credit Documents
as amended hereby (including pursuant to the Initial Increase and the Second Increase, and the provision of
each thereof by the Increasing Lender), (c) agrees that the Initial Increase, the Second Increase and this
Amendment, and all documents executed in connection herewith, do not operate to reduce or discharge any
Credit Party’s obligations under the Credit Documents, and (d) confirms that the Collateral Documents and
the Liens granted thereunder remain in full force and effect notwithstanding the entry into this Amendment.
7. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants and provisions of the
Credit Agreement and each other Credit Document are and shall remain in full force and effect. All
references in any Credit Document to the “Credit Agreement” or “this Agreement” (or similar terms
intended to reference the Credit Agreement) shall henceforth refer to the Credit Agreement as increased
by the Increase and as amended by this Amendment. This Amendment shall be deemed incorporated
into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit of the parties
hereto, each other Lender and each other Credit Party, and their respective successors and assigns.
(c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS
11.13 AND 11.14 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE
AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS
REFERENCE INCORPORATED HEREIN IN FULL.
(d) This Amendment may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Amendment and the other Credit Documents constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof. This
Amendment shall become effective upon satisfaction of the conditions set forth in Section 4 hereof;
provided that the making of the Second Increase shall also be conditioned on the satisfaction of the
conditions set forth in Section 5 hereof. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually
executed counterpart of this Amendment. This Amendment may not be amended except in accordance
with the provisions of Section 11.4 of the Credit Agreement.
(e) If any provision of this Amendment or the other Credit Documents is held to be
illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of
this Amendment and the other Credit Documents shall not be affected or impaired thereby and (ii) the
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parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
(f) The Borrower agrees to pay, in accordance with and subject to the limitations in
Section 11.2 of the Credit Agreement, all reasonable and documented out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery,
administration of this Amendment and the other instruments and documents to be delivered hereunder.
(g) This Amendment shall constitute a “Credit Document” under and as defined in
the Credit Agreement.
[Signature Pages Follow.]