Execution Version 95538250_2 AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of November 3, 2017, is entered into by and among EBIX, INC., a Delaware corporation (the...
Execution Version
95538250_2
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER
This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER (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), each
Lender (as defined below) that is a party hereto 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, and as further amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended a
revolving credit facility and term loan facility to the Borrower;
WHEREAS, in the third quarter of 2016 Ebix Asia Pacific FZ, LLC (owned 100% by Ebix Asia
Holdings, Inc. (Mauritius)) became a Material IP Subsidiary (as defined in the Credit Agreement) without
notice thereof as required under Section 7.1(e)(ii) of the Credit Agreement, and as a result an Event of
Default (as defined in the Credit Agreement) arose, and is continuing therefrom (the “IP Subsidiary
Notice Event of Default”);
WHEREAS, the Borrower and/or certain of its Subsidiaries consummated an additional
Investment in Ebix Health Exchange Holdings, LLC, which had previously been a joint venture 40%
owned by the Borrower, in July 2016 (the “New Subsidiary”), and as a result thereof the New Subsidiary
became a Domestic Subsidiary of the Borrower (the “JV Investment”);
WHEREAS, at the time of the JV Investment neither the Borrower nor any of its Subsidiaries
provided notice to the Administrative Agent thereof or otherwise complied with the requirements of
Section 7.11 of the Credit Agreement in connection therewith, and as a result an Event of Default arose,
and is continuing therefrom (the “New Subsidiary Event of Default” and together with the IP Subsidiary
Notice Event of Default, the “Subject Events of Default”);
WHEREAS, certain other Events of Default have occurred and are continuing directly and solely
as a result of the occurrence of the Subject Events of Default, including as a result of one or more Credit
Parties representing and warranting to the absence of a Default or an Event of Default during the
pendency of one or more of the Subject Events of Default (to the extent arising directly and solely from
the occurrence of one or more of the Subject Events of Default, and not from any unrelated action or
inaction by the Borrower, any other Credit Party or any of their Subsidiaries, the “Directly Ensuing
Events of Default”);
WHEREAS, the Borrower has requested that the Lenders agree (a) to waive each of the Subject
Events of Default and the Directly Ensuing Events of Default and (b) to amend certain provisions of the
Credit Agreement, as more particularly set forth below, and the Lenders party hereto are willing to effect
such waiver and such amendments, as provided in, and on the terms and conditions contained in, this
Amendment;
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NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings, if any, assigned to such terms in the Credit Agreement, as amended by this
Amendment.
2. Amendments to Credit Agreement. Subject to the terms and conditions hereof and with
effect from and after the Fourth Amendment Effective Date (defined below), the Credit Agreement is
hereby amended by:
(a) replacing clause (d) of the definition of “Permitted Acquisition” in Section 1.1 of
the Credit Agreement its entirety as follows:
“(d) the Consolidated Net Leverage Ratio, determined on a pro forma basis
(as provided in Section 1.3) as of the date of such Acquisition (and giving effect thereto),
shall be (i) with respect to any Acquisition being consummated at a time when the most
recent financial statements delivered pursuant to Section 7.1 are those for the fiscal
quarter ended June 30, 2017, no greater than the then-applicable Consolidated Net
Leverage Ratio required to be maintained pursuant to Section 8.7 or (ii) in any other case,
at least 0.25 to 1.00 lower than the then-applicable Consolidated Net Leverage Ratio
required to be maintained pursuant to Section 8.7;”
(b) replacing the table in Section 8.7(a) of the Credit Agreement in its entirety as
follows:
Period Maximum Consolidated Net Leverage
Ratio
Second Amendment Effective Date
through June 30, 2017
3.25 to 1.00
September 30, 2017 through December
31, 2017
3.50 to 1.00
March 31, 2018 through June 30, 2018 3.00 to 1.00
September 30, 2018 through June 30,
2019
2.75 to 1.00
September 30, 2019 and each Fiscal
Quarter thereafter
2.50 to 1.00
The parties hereto agree and understand that the amendments provided by this Section 2 shall be deemed
effective once all of the conditions in Section 5 of this Amendment have been satisfied (such date, the
“Fourth Amendment Effective Date”).
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3. Waiver of Defaults; New Subsidiary; Consent. In reliance upon the representations,
warranties and covenants of the Borrower and each other Credit Party contained in this Amendment, and
subject to the effectiveness and the terms and conditions of this Amendment, including, without
limitation, those set forth in Section 5 hereof, as of the Fourth Amendment Effective Date, the
undersigned Lenders hereby:
(a) waive each of the Subject Events of Default and the Directly Ensuing Events of
Default, provided that in no event shall any Default or Event of Default other than the Subject Events of
Default and the Directly Ensuing Events of Default (including any Default or Event of Default arising as
a result of any action or inaction after the Fourth Amendment Effective Date) be waived;
(b) waive any requirement of the Borrower or any of its Subsidiaries to comply with
the provisions of Section 7.11 of the Credit Agreement with respect to the New Subsidiary, its assets and
its Equity Interests; and
(c) consent to each of the following Investments (each of which was consummated
in October 2017) constituting a “Specified Transaction” for purposes of Section 1.3 of the Credit
Agreement:
(i) the acquisition by a Subsidiary of the Borrower of the inward remittance
business of Wall Street Finance Ltd for a total consideration of approximately $7,300,000; and
(ii) the acquisition by a Subsidiary of the Borrower of the money transfer
service scheme business (inward remittances) of YouFirst Private Ltd. for a total consideration of
approximately $9,200,000.
4. 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) 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 Fourth Amendment Effective Date and after giving effect to this Amendment, 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
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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; and
(d) after the effectiveness of this Amendment (including the waivers set forth in
Section 3 above) on the Fourth Amendment Effective Date, no Default has occurred and is continuing.
5. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the
amendments to the Credit Agreement herein provided are subject to the satisfaction of the following
conditions precedent:
(a) the Administrative Agent shall have received, in form and substance reasonably
acceptable to the Administrative Agent, counterparts of this Amendment, duly executed by each Credit
Party, the Administrative Agent, and the Required Lenders;
(b) each of the representations and warranties set forth in Section 4 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));
(c) after giving effect to this Amendment (including the waivers set forth in Section
3 above), as of the Fourth Amendment Effective Date, no Default or Event of Default shall have occurred
and be continuing;
(d) the Borrower shall have paid to the Administrative Agent, for the pro rata
account of each Lender that executes and delivers a signature page to this Amendment by 12:00 Noon
Eastern time on Friday, November 3, 2017 (collectively, the “Consenting Lenders”), an amendment fee
(the “Amendment Fee”) equal to 0.075% of the sum of (i) the aggregate Revolving Commitments
(whether or not drawn or used) of the Consenting Lenders as of such date plus (ii) the aggregate Term
Loans of the Consenting Lenders as of such date; and
(e) all fees and expenses payable to the Administrative Agent (including the fees and
expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) shall have
been paid in full (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 this Amendment, (b) affirms all of its obligations under the Credit Documents, as amended
hereby, and (c) agrees that 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.
7. Miscellaneous.
(a) Nothing in this Amendment is intended (or shall be construed) to constitute the
consent of the Administrative Agent or any Lender to any other transaction or the waiver by the
Administrative Agent or any Lender of any Default or Event of Default, except as expressly provided
herein.
(b) 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 amended
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by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Credit
Agreement.
(c) 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.
(d) 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.
(e) 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 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.
(f) 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
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.
(g) 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.
(h) This Amendment shall constitute a “Credit Document” under and as defined in
the Credit Agreement.
[Signature Pages Follow.]