CREDIT AGREEMENT dated as of May 30, 2012 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent,...Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2012, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as the Administrative Agent, the Issuing Bank and the Swingline Lender.
EVO INVESTCO, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as ofLimited Liability Company Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [●], is entered into by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), and its Members.
FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2012, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as the Administrative Agent, the Issuing Bank and the Swingline Lender.
EVO PAYMENTS, INC. Restricted Stock Unit Agreement (Cash Settled)Restricted Stock Unit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).
SECOND LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SunTrust Bank, as...Second Lien Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2016, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (“EVO” or the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SunTrust Bank, in its capacity as the Administrative Agent.
EVO PAYMENTS, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).
EVO PAYMENTS, INC. Performance Unit Award AgreementPerformance Unit Award Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Performance Unit Award Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).
TAX RECEIVABLE AGREEMENT by and among EVO PAYMENTS, INC. EVO INVESTCO, LLC THE MEMBERS OF EVO INVESTCO, LLC FROM TIME TO TIME PARTY HERETO Dated as of [ ]Tax Receivable Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], is hereby entered into by and among EVO Payments, Inc., a Delaware corporation (the “Corporation”), EVO Investco LLC, a Delaware limited liability company (the “Operating Company”), Madison Dearborn Capital Partners VI-C, L.P., a Delaware limited partnership (the “Original Call Option Holder”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
EVO PAYMENTS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of [●]Registration Rights Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company is currently pursuing an initial public offering of its Class A Common Stock, the proceeds of which will be used to purchase newly-issued common units in EVO Investco, LLC; and
EXCHANGE AGREEMENTExchange Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), EVO Payments, Inc., a Delaware corporation (“Pubco”), the holders of Common Units in the Company and shares of Class C Common Stock or Class D Common Stock of Pubco, and the Call Option Holder, from time to time party hereto (each, a “Holder”).
FIRST LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as...First Lien Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2016, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (“EVO” or the “Borrower”), each Subsidiary joined hereto as a “Designated Borrower” from time to time, the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as the Administrative Agent, the Issuing Bank and the Swingline Lender.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 22, 2016 (this “Agreement”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
EVO PAYMENTS, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”).
SECOND INCREMENTAL AMENDMENT AGREEMENT dated as of April 3, 2018 to the FIRST LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the...Incremental Amendment Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS INCREMENTAL TERM LOAN AMENDMENT AGREEMENT dated as of April 3, 2018 (this “Agreement”) is by and among the Lenders identified on the signature pages hereto (collectively, the “Incremental Lenders”), EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors identified herein, and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 22, 2017 (this “Agreement”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Revolving Lenders party hereto and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
EVO PAYMENTS, INC. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”).
FIRST REPRICING AMENDMENT dated as of December 22, 2017 to the FIRST LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower, SUNTRUST BANK, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO...Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FIRST REPRICING AMENDMENT (this “Amendment”) dated as of December 22, 2017 to the Credit Agreement referenced below is by and among EVO Payments International, LLC, a Delaware limited liability company (the “Borrower”), the Refinancing Lenders (defined below) and SunTrust Bank, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
INCREMENTAL AMENDMENT AGREEMENTIncremental Amendment Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS INCREMENTAL AMENDMENT AGREEMENT dated as of October 24, 2017 (this “Agreement”) is by and among SUNTRUST BANK, CITIBANK, N.A., REGIONS BANK, BANK OF AMERICA, N.A., and CITIZENS BANK, N.A. (collectively, the “Incremental Lenders”), EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors identified herein, and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 8, 2014 (this “Amendment”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 24, 2013 (this “Amendment”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made on [•] (the “Effective Date”), by and among EVO Payments, Inc., a Delaware corporation (the “Company”), Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners Executive VI-B, L.P., MDCP VI-C Cardservices Splitter, L.P., MDCP VI-C Cardservices LLC and MDCP VI-C Cardservices Splitter II, L.P. (collectively, “MDP”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 7, 2015 (this “Amendment”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER AGREEMENTCredit Agreement and Waiver Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER AGREEMENT, dated as of July 29, 2015 (this “Agreement”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
