Exhibit 10.15(b)


 


EXECUTION
VERSION


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”) dated as of November 2, 2016 among FTS HOLDING CORPORATION
(f/k/a FinTech Merger Sub, Inc.), a Delaware corporation (“Borrower”), CARDCONNECT CORP. (f/k/a FinTech Acquisition
Corp.), a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the LENDERS (as defined
below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent (the “Administrative Agent”).


 


WHEREAS,
Holdings, Borrower, the Subsidiary Guarantors party thereto, the financial institutions from time to time party thereto as lenders
(the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of July
29, 2016 (as in effect immediately prior to the effectiveness of this Amendment No. 1, the “Existing Credit Agreement”,
and as amended by this Amendment No. 1 and as may be further amended, supplemented or otherwise modified and in effect from time
to time, the “Amended Credit Agreement”).


 


WHEREAS,
Holdings and the Borrower each request that the Required Lenders and the Administrative Agent amend the Existing Credit Agreement
to permit a one-time repurchase of certain outstanding warrants relating to the Equity Interests of Holdings.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:


 


Section
1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Amended Credit Agreement
are used herein as defined therein.


 


Section
2. Amendments to the Existing Credit Agreement. From and after the Amendment No. 1 Effective Date, the Existing
Credit Agreement shall be amended as follows:


 


2.01.
References Generally. References in the Existing Credit Agreement (including references to the Existing Credit Agreement
as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) and each reference to the Existing Credit Agreement in the other Loan Documents
(and indirect references such as “thereunder”, “thereby”, “therein” and “thereof”)
shall be deemed to be references to the Existing Credit Agreement as amended hereby.


 


2.02.Amendments.


 


(a)Section
1.01 of the Credit Agreement is amended by inserting the following definition in appropriate alphabetical order:


 


“Amendment
No. 1 Effective Date” means November
2, 2016.


 


(b)Section
7.06(f) of the Credit Agreement is amended by amending and restating such subsection to read as follows:


 


(f)so
long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make a one-time purchase
of warrants of its Equity Interests in an amount not to exceed $2,500,000, no later than 45 days after the Amendment No. 1 Effective
Date.


 






    


     

    

 





Section
3. Representations and Warranties of the Borrowers and Holdings. The Loan Parties represent and warrant to the Administrative
Agent and the Lenders that as of the Amendment No. 1 Effective Date:


 


3.01.
each of the representations and warranties set forth in Article V of the Amended Credit Agreement and in the other Loan
Documents are true and correct in all (or in all material respects for such representations and warranties that are not by their
terms already qualified as to materiality) as of the date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in all material respects
for such representations and warranties that are not by their terms already qualified as to materiality) as of such earlier date,
and except that for purposes of this Section 3.01, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses
(a) and (b) of Section 6.01 of the Amended Credit Agreement; and


 


3.02.
both immediately before and after giving effect to this Amendment No. 1 and the transactions contemplated hereby, no Default or
Event of Default shall have occurred and be continuing, or would result therefrom.


 


Section
4. Conditions Precedent. The amendments to the Existing Credit Agreement set forth in Section 2 above shall become
effective as of the date (the “Amendment No. 1 Effective Date”), upon which each of the following conditions
precedent shall be satisfied or waived by the Administrative Agent:


 


4.01.Execution.
The Administrative Agent shall have received counterparts of this Amendment No. 1 executed by Holdings, the Borrowers and
the Required Lenders.


 


4.02.
Amendment to Second Lien Credit Agreement. The Administrative Agent shall have received an executed copy of Amendment No.
1 to the Second Lien Credit Agreement dated as of the Amendment No. 1 Effective Date, in form and substance satisfactory to the
Administrative Agent.


 


4.03.
Approval of Holdings Preferred Equity. The Administrative Agent shall have received written evidence, in form and substance
satisfactory to the Administrative Agent, that the holders of the Holdings Preferred Equity have approved the transactions contemplated
by this Amendment No. 1 pursuant to the terms of the Holdings Preferred Equity Documents.


 


4.04.
Costs and Expenses. Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative
Agent to the extent invoiced in connection with this Amendment No. 1 payable pursuant to Section 10.04 of the Amended Credit Agreement.


 


Section
5. Reference to and Effect Upon the Existing Credit Agreement.


 


5.01.
Except as specifically amended or waived above, the Existing Credit Agreement and the other Loan Documents shall remain unchanged
and in full force and effect and are hereby ratified and confirmed.


 


5.02.
The execution, delivery and effectiveness of this Amendment No. 1 shall not operate as a waiver of any right, power or remedy
of the Administrative Agent or any Lender under the Existing Credit Agreement or any Loan Document, nor constitute a waiver of
any provision of the Existing Credit Agreement or any Loan Document, except as specifically set forth herein.


 




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Section
6. Reaffirmation. Each Loan Party (a) agrees that the transactions contemplated by this Amendment No. 1 shall not limit
or diminish the obligations of the Borrower or any other Grantor (as defined in the Security Agreement) under, or release such
Person from any obligations under, the Credit Agreement or any other Loan Document to which it is a party, (b) confirms and reaffirms
its obligations and the obligations of the other Loan Parties under the Existing Credit Agreement and each other Loan Document
to which it is a party and (c) agrees that the Existing Credit Agreement and each other Loan Document to which it or any other
Loan Party is a party remain in full force and effect and are hereby ratified and confirmed.


 


Section
7. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force
and effect. This Amendment No. 1 is a Loan Document for all purposes of the Amended Credit Agreement. This Amendment No. 1 may
be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page
by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF”
file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Amendment
No. 1 are for reference only and shall not affect the construction of this Amendment No. 1.


 


Section
8. Governing Law. This Amendment No. 1, and the rights and duties of the parties hereto, shall be construed and determined
in accordance with the laws of the State of New York without regard to the conflict of law principles thereof.


 


[signature
pages follow]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year
first above written.


 





	 	BORROWER:
	 	 
	 	FTS
    HOLDING CORPORATION
	 	 	 
	 	By:	/s/
    Jeffrey Shanahan
	 	Name:	Jeffrey
    Shanahan
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	HOLDINGS:
	 	 
	 	CARDCONNECT
    CORP.
	 	 	 
	 	By:	/s/
    Jeffrey Shanahan
	 	Name:	Jeffrey
    Shanahan
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	SUBSIDIARY
    GUARANTORS:
	 	 
	 	CARDCONNECT,
    LLC
	 	 	 
	 	By:	/s/
    Charles Bernicker
	 	Name:	Charles
    Bernicker
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	PRINCETON
    PAYMENT SOLUTIONS, LLC
	 	 
	 	By:	/s/
    Robert Nathan
	 	Name:	Robert
    Nathan
	 	Title:	Executive
    Vice President – Integrated Sales
	 	 	 



 






    


     

    

 


	 	ADMINISTRATIVE
    AGENT:
	 	 
	 	BMO
    HARRIS BANK N.A., as Administrative Agent
	 	 	 
	 	By:	/s/
    Jillian Matlock
	 	Name:	Jillian
    Matlock
	 	Title:	Vice
    President
	 	 	 
	 	LENDERS:
	 	 
	 	BMO
    HARRIS BANK N.A., as a Lender, an L/C Issuer and Swing Line Lender
	 	 	 
	 	By:	/s/
    Jillian Matlock
	 	Name:	Jillian
    Matlock
	 	Title:	Vice
    President
	 	 	 
	 	Bank
    of America, N.A., as a Lender
	 	 	 
	 	By:	/s/
    Katie Hammond
	 	Name:	Katie
    Hammond
	 	Title:	Vice
    President
	 	 	 
	 	COMERICA
    BANK, as a Lender
	 	 	 
	 	By:	/s/
    Dan Roesner
	 	Name:	Dan
    Roesner
	 	Title:	Vice
    President
	 	 	 
	 	CAPITAL
    ONE, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/
    Anthony J. Timpanaro
	 	Name:	Anthony
    J. Timpanaro
	 	Title:	Senior
    Vice President
	 	 	 
	 	FRANKLIN
    SYNERGY BANK, as a Lender
	 	 	 
	 	By:	/s/
    Lisa Fletcher
	 	Name:	Lisa
    Fletcher
	 	Title:	Senior
    Vice President