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                                                                                                                                                                                                      AMENDMENT NO. 9 TO CREDIT AGREEMENT                 This  AMENDMENT  NO.  9  TO  CREDIT  AGREEMENT  (this  “Amendment”),  dated  as  of  September 27, 2019, 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  under  the  Credit  Agreement  that  is  a  party  hereto  (including  each  Increasing  Lender  (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, as further amended by that certain Amendment No. 5 to Credit  Agreement  (Incremental  Increase)  dated  as  of  November  3,  2017, as  further  amended  by  that  certain  Amendment No. 6 to Credit Agreement dated as of February 21, 2018, as further amended by that certain  Amendment  No.  7  to  Credit  Agreement  dated  as  of  April  9,  2018, as  further  amended  by  that  certain  Amendment No. 8 to Credit Agreement (Including Incremental Increase) dated as of November 27, 2018  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 requested that the Existing Credit Agreement be amended as set  forth below in a manner permitted by, and consistent with, Section 11.4 of the Existing Credit Agreement;                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 Existing Credit Agreement.            2.    Amendments.  The Existing Credit Agreement is amended as follows:                (a)    the  definition  of  “Consolidated  EBITDA”  set  forth  in  Section  1.1  thereof  is        amended by adding the following new clause (i) at the end, and making conforming grammatical        changes to add such clause:                        “(i)  the  amount  paid  in  cash  by  the  Borrower  and  its  Subsidiaries                  during such period pursuant to that certain Order and Final Judgment entered                  by the Delaware Court of Chancery on April 5, 2019 approving that certain                  Stipulation and Agreement of Settlement dated January 23, 2019, among the                  Borrower, the other defendants and the plaintiffs in the litigation captioned In                  re Ebix, Inc. Stockholder Litigation, Consol. C.A. No. 8526-VCS, provided                  that aggregate amount added back pursuant to this clause (i) during the term                  of this Agreement shall not exceed $19,651,896.”    119040584_3 





 






                (b)    clause (e) of the definition of “Indebtedness” set forth in Section 1.1 thereof is        amended by replacing such clause in its entirety with the following:                        “(e)  Disqualified  Equity  Interests  (other  than  the  Yatra  Disqualified                  Equity Interests in an amount up to $260,000,000, which shall not constitute                  Indebtedness for any purpose under this Agreement);”                (c)    the  following  new  definition  is  added  to  Section  1.1  thereof  in  its  proper        alphabetical order:                        “  ‘Yatra  Disqualified  Equity  Interests’  means  the  preferred  Equity                  Interests issued by the Borrower to the sellers of Yatra Online, Inc., so long                  as  such  Equity  Interests  (a)  have  no maturity  date,  (b)  are  not mandatorily                  redeemable, (c) are only redeemable at the option of the holder for a single                  30-day  period  commencing  on  the  date  that  is  24  months  after  the  date  of                   issuance  thereof,  (d)  have  a  mandatory  redemption  price  not  in excess  of                   $53.10  per  share  and  (e)  do  not  provide  for  any  scheduled  payments  of                   dividends in cash.”                (d)    the table in Section 8.7(a) thereof is deleted and replaced with the following:                         Period                    Maximum Consolidated Net                                                        Leverage Ratio         Sixth Amendment Effective Date                   3.50 to 1.00         through and including June 30, 2019         September 30, 2019 through and                   3.70 to 1.00         including December 31, 2019         March 31, 2020 and thereafter                    3.50 to 1.00                               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)    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                                               2    119040584_3 





 






   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  Ninth  Amendment  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.          4.    Effectiveness;  Conditions  Precedent.   The  effectiveness  of  this Amendment and the  related amendments to the Credit Agreement herein provided are each subject to the satisfaction of the  following conditions precedent (the date of such satisfaction, the “Ninth Amendment Effective Date”):                (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 3 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,  as  of  the  Ninth  Amendment  Effective  Date, no Default or Event of Default shall have occurred and be continuing; and                (d)    the Administrative Agent shall have received a consent fee, for the ratable benefit  of  each  Consenting  Lender  (defined  below),  equal  to  0.15%  times  the  aggregate  amount  of  Revolving  Commitments and Term Loans held by the Lenders who deliver to the Administrative Agent a signature  page (without being in escrow) to this Amendment no later than 5:00 p.m. Eastern Time on September  26, 2019; and                 (e)    the  Administrative  Agent  shall  have  confirmation  that  all  other  fees  payable  under this Amendment, under the Credit Agreement and under any engagement, commitment 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  Ninth  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.    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, (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,  and  (d)  confirms  that  the  Collateral Documents and the Liens granted thereunder remain in full force and effect notwithstanding the  entry into this Amendment.                                               3    119040584_3 





 






         6.     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 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.     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  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.]                                                 4    119040584_3