Exhibit 10.1

  

   

  

  
    CONSENT  AND AMENDMENT UNDER CREDIT AGREEMENT

     

    THIS CONSENT  AND AMENDMENT
          UNDER CREDIT AGREEMENT (this “Consent”) is entered into as of February 27, 2019, by and among BANK OF AMERICA, N.A., a national banking association, as administrative agent for each Lender (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), the Lenders party hereto, WEX INC., a Delaware
        corporation (“WEX”), WRIGHT EXPRESS INTERNATIONAL HOLDINGS
          LIMITED, as a Designated Borrower and WEX CARD HOLDINGS AUSTRALIA PTY LTD., as the Specified Designated Borrower.

     

    WHEREAS, WEX, WRIGHT
        EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower, WEX CARD HOLDINGS AUSTRALIA PTY LTD., the Lenders from time to time party thereto and the Administrative Agent are party to that certain Credit Agreement, dated as of July 1, 2016
        (as amended as of July 3, 2017, October 30, 2017, January 17, 2018, August 24, 2018, January 18, 2019 and as it may be further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

     

    WHEREAS, Unik S.A, a
        wholly owned subsidiary of WEX and successor in interest to FastCred Administracao e Servicos ltda., was designated as an immaterial subsidiary by WEX under the Credit Agreement in July 2016 (the “Immaterial Brazil Subsidiary”);

     

    WHEREAS, the Borrowers
        have requested that the Administrative Agent and Lenders waive and modify certain conditions, obligations, and requirements under the Credit Agreement with respect to the Disclosed Matter (as described below); and

     

    WHEREAS, the
        Administrative Agent and Required Lenders are willing to do so, in each case subject to the terms and conditions of this Consent.

     

    NOW THEREFORE, in
        consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

     

    Section 1. Defined Terms. Unless otherwise defined
        herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

     

    Section 2A. Waiver and Consent. Effective as of the
        Consent Effective Date (as defined below), the undersigned Lenders, which constitute the Required Lenders, hereby agree that (a) no Default or Event of Default has resulted or will be deemed to result from the Disclosed Matter, (b) no  breach of
        representations or warranties (including without limitation Section 5.05 of the Credit Agreement) has occurred or will be deemed to occur as a result of the Disclosed Matter and (c) all representations, conditions, warranties and covenants under
        the Loan Documents are expressly made subject to the Disclosed Matter in all respects, in each case, whether prior to, on or after the Consent Effective Date.

     

    The foregoing is a limited waiver and consent and, except as expressly set forth herein, shall not constitute a modification, wavier or
        alteration of any of the terms, provisions, conditions or covenants of the Credit Agreement or any other Loan Document that are unrelated to the Disclosed Matter.

     

      

    
      
        


    

     

      

    “Disclosed Matter” means any event, circumstance or
        condition arising out of or related to a potential write-down of balance sheet accounts which may or may not go through the current period consolidated income statement of WEX in an amount not to exceed $70 million for any period related to revenue
        recognized by the Immaterial Brazil Subsidiary.

     

    Section 2B. Amendment to the Credit Agreement.  The
        parties agree to amend the Section 5.05 of the Credit Agreement as follows:

     

    (a)            Section 5.05(a)(ii) shall be deleted in its entirety and replaced with the following: “fairly present in all material respects the financial condition of the Company and its Subsidiaries (or WP Mustang
        Holdings LLC and its Subsidiaries, as applicable) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
        expressly noted therein,; and”

     

    (b)            Section 5.05(b)(ii) shall be deleted in its entirety and replaced with the following: “fairly present in all material respects the financial condition of the Company and its Subsidiaries (or WP Mustang
        Holdings LLC and its Subsidiaries, as applicable) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end adjustments.”

     

    (c)            Section 6.09 shall be deleted in its entirety and replaced with the following: “Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in all material respects and in conformity with GAAP
        consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all
        applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company or such Subsidiary, as the case may be.”

     

    Section 3. Conditions to Effectiveness. The
        effectiveness of this Consent is subject to satisfaction of the following conditions precedent (the date of such satisfaction being the “Consent Effective Date”):

     

    (a)            (i) each of the Borrowers shall have executed and delivered counterparts of this Consent to the Administrative Agent, (ii) the Lenders constituting the Required Lenders shall have executed and
        delivered a counterpart of this Consent to the Administrative Agent and (iii) the Administrative Agent shall have executed a counterpart of this Consent;

     

    (b)            after giving effect to this Consent, the representations and warranties of the Borrowers contained in Article V of the Credit Agreement and the representations and warranties of each Loan Party
        contained in each other Loan Document shall be true and correct on and as of the Consent Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and
        correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses
        (a) and (b), respectively, of Section 6.01 of the Credit Agreement;

     

    

    
      
        


    

     

    (c)            after giving effect to this Consent, no Default or Event of Default shall have occurred and be continuing;

     

    (d)            all fees and expenses required to be paid by WEX pursuant to Section 10.04 of the Credit Agreement relating to this Consent, shall have been paid or shall be paid substantially concurrently with the
        effectiveness of this Consent;

     

    (e)            the Administrative Agent shall have received a certificate of WEX signed by a Responsible Officer thereof:

     

    (i)             certifying that no Default or Event of Default exists immediately after giving effect to this Consent, and

     

    (ii)            certifying that the condition set forth in Section 3(b) hereof has been satisfied.

     

    Section 4. Effects on Loan Documents.

     

    (a)            Except as specifically set forth herein, all Loan Documents (including the Guaranties and all Liens granted thereunder in respect of the Obligations) shall continue to be in full force and effect and
        are hereby in all respects ratified and confirmed.  Each Borrower reaffirms its Guaranties and any prior grant and the validity of any Liens granted by it pursuant to the Collateral Documents, with all such Liens continuing in full force and effect
        after giving effect to this Consent.

     

    (b)            Except as set forth herein, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of
        the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.  This Consent shall not
        constitute a novation of the Credit Agreement or the other Loan Documents.

     

    Section 5. Miscellaneous.

     

    (a)            Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Sections 10.14 and 10.15 of the Credit Agreement are
        expressly incorporated herein by reference.

     

    (b)            This Consent may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be
        an original, but all such counterparts shall together constitute but one and the same Consent.

     

    (c)            This Consent is a Loan Document.

     

     [Signature Page Follows]

     

    
      
        


    

     

      

    IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Consent as of the date first
        above written.

     

     

    

    
      	
               

            	WEX INC.
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Roberto Simon
	
               

            	
               

            	Name: Roberto Simon
	
               

            	
               

            	Title:   Chief Financial Officer
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	DESIGNATED BORROWER:
	
               

            	
               

            	
               

            
	
               

            	
              WRIGHT EXPRESS INTERNATIONAL

              HOLDINGS LIMITED

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Roberto Simon
	
               

            	
               

            	Name: Roberto Simon
	
               

            	
               

            	Title:   Director
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	SPECIFIED DESIGNATED
                  BORROWER:
	
               

            	
               

            	
               

            
	 	
              Executed in accordance with section 127 of the

              Corporations Act 2001 (Cth) by 

            
	 	 	 
	 	WEX CARD HOLDINGS AUSTRALIA PTY LTD 
	 	 	 
	 	 	 
	 	By:

            	/s/ Roberto Simon
	 	 	Name: Roberto Simon
	 	 	Title:   Director
	 	 	 
	 	By:

            	/s/ Hilary Rapkin
	 	 	Name: Hilary Rapkin
	 	 	Title:   Director


       

      

      [Signature Page to Consent]

      

    

    
      
        


    

    

    

    
      
        	
                 

              	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ Angela Larkin
	
                 

              	
                 

              	
                Name: Angela Larkin

              
	
                 

              	
                 

              	
                Title:   Vice President

              
	 	 	 
	 	 	 
	 	BANK OF AMERICA, N.A., 
	 	as Lender
	 	 	 
	 	 	 
	 	By:

              	
                /s/ Robert C. Megan

              
	 	 	
                
                  Name: Robert C. Megan

                

              
	 	 	
                Title:   Senior Vice President

              
	 	 	 
	 	 	 
	 	AIB DEBT MANAGEMENT, LIMITED, 
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

              	/s/ Joan Chen
	 	 	
                Name: Joan Chen

              
	 	 	
                Title:   Vice President

              
	 	 	 
	 	By:

              	/s/ Ellen Kenneally
	 	 	
                Name: Ellen Kenneally

              
	 	 	
                Title:   Vice President

              
	 	 	 
	 	 	 
	 	APOLLO TRADING LLC, 
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

              	/s/ Margaret Sang
	 	 	
                Name: Margaret Sang

              
	 	 	
                Title:   Authorized Signatory

              


      

    

    

    

    [Signature Page to Consent]

    
      
        


    

    

    

    
      
        
          	
                   

                	AZB FUNDING 5,
	 	as a Lender
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                   

                	By:

                	/s/ Robert Gates
	
                   

                	
                   

                	
                  
                    Name: Robert Gates

                    

                
	
                   

                	
                   

                	
                  
                    Title:   Authorized Signatory

                    

                
	 	 	 
	 	 	 
	 	BMO HARRIS FINANCING INC., 

                
	 	as Lender
	 	 	 
	 	 	 
	 	By:

                	
                  /s/ Daniel A. Ryan

                
	 	 	
                  
                    
                      Name: Daniel A. Ryan

                      

                  

                
	 	 	
                  
                    Title:   Vice President

                    

                
	 	 	 
	 	 	 
	 	CITI LOAN FUNDING PST 2 LLC,
	 	as a Lender
	 	By:  Citibank N.A.

                
	 	 	 
	 	 	 
	 	By:

                	/s/ Cynthia Gonzalvo
	 	 	
                  
                    Name: Cynthia Gonzalvo

                    

                
	 	 	
                  
                    Title:   Associate Director

                    

                
	 	 	 
	 	 	 
	 	CITI LOAN FUNDING PST 3 LLC,
	 	as a Lender
	 	By:  Citibank N.A.

                
	 	 	 
	 	 	 
	 	By:

                	/s/ Joyce Kim
	 	 	
                  
                    Name: Joyce Kim

                    

                
	 	 	
                  
                    Title:   Associate Director

                    

                


        

      

      

      

      [Signature Page to Consent]

      
        
          


      

    

     

      
        
          
            	
                     

                  	CITI LOAN FUNDING PST 4 LLC,
	 	as a Lender
	 	By:  Citibank N.A.
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	By:

                  	/s/ Joyce Kim
	
                     

                  	
                     

                  	
                    
                      
                        Name: Joyce Kim

                        

                    

                  
	
                     

                  	
                     

                  	
                    
                      
                        Title:   Associate Director

                        

                    

                  
	 	 	 
	 	 	 
	 	CITI LOAN FUNDING PST 5 LLC, 

                  
	 	as a Lender
	 	By:  Citibank N.A. 

                  
	 	 	 
	 	 	 
	 	By:

                  	
                    /s/ Joyce Kim

                  
	 	 	
                    
                      
                        
                          Name: Joyce Kim

                          

                      

                    

                  
	 	 	
                    
                      
                        Title:   Associate Director

                        

                    

                  
	 	 	 
	 	 	 
	 	CITIZENS BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                  	/s/ Gary Hatfield
	 	 	
                    
                      
                        Name: Gary Hatfield

                        

                    

                  
	 	 	
                    
                      
                        Title:   Senior Vice President

                        

                    

                  


          

        

        

        

        [Signature Page to Consent]

        
          
            


        

      

      

        
          
            
              	
                       

                    	DEUTSCHE BANK AG NEW YORK BRANCH,
	 	as a Lender
	
                       

                    	
                       

                    	
                       

                    
	
                       

                    	
                       

                    	
                       

                    
	
                       

                    	By:

                    	/s/ Michael Strobel
	
                       

                    	
                       

                    	
                      
                        
                          
                            Name: Michael Strobel

                            

                        

                      

                    
	
                       

                    	
                       

                    	
                      
                        
                          
                            Title:   Vice President

                            

                        

                      

                    
	 	 	 
	 	By:

                    	/s/ Yumi Okabe 
	 	 	
                      Name: Yumi Okabe

                    
	 	 	
                      Title:   Vice President

                    
	 	 	 
	 	 	 
	 	FIFTH THIRD BANK, 

                    
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                    	
                      /s/ Lydia Altman

                    
	 	 	
                      
                        
                          
                            
                              Name: Lydia Altman

                              

                          

                        

                      

                    
	 	 	
                      
                        
                          
                            Title:   Senior Vice President

                            

                        

                      

                    
	 	 	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                    	/s/ Bruce S. Borden
	 	 	
                      
                        
                          
                            Name: Bruce S. Borden

                            

                        

                      

                    
	 	 	
                      
                        
                          
                            Title:   Executive Director

                            

                        

                      

                    
	 	 	 
	 	 	 
	 	KEYBANK, NATIONAL ASSOCIATION, 
	 	as a Lender 

                    
	 	 	 
	 	 	 
	 	By:

                    	/s/ Neil C. Buitenhuys
	 	 	
                      Name: Neil C. Buitenhuys

                    
	 	 	
                      Title:   Senior Vice President

                    


            

          

          

          

          [Signature Page to Consent]

          
            
              


          

        

        
          
            
              
                 

                

                	
                         

                      	MUFG BANK, LTD.,
	 	as a Lender
	
                         

                      	
                         

                      	
                         

                      
	
                         

                      	
                         

                      	
                         

                      
	
                         

                      	By:

                      	/s/ Liwei Liu
	
                         

                      	
                         

                      	
                        
                          
                            Name: Liwei Liu

                            

                        

                      
	
                         

                      	
                         

                      	
                        
                          
                            Title:   Vice President

                            

                        

                      
	 	 	 
	 	 	 
	 	MUFG UNION BANK, N.A., 

                      
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                      	
                        /s/ Liwei Liu

                      
	 	 	
                        
                          
                            
                              Name: Liwei Liu

                              

                          

                        

                      
	 	 	
                        
                          
                            Title:   Vice President

                            

                        

                      
	 	 	 
	 	 	 
	 	REGIONS BANK,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                      	/s/ Bruce Rudolph
	 	 	
                        
                          
                            Name: Bruce Rudolph

                            

                        

                      
	 	 	
                        
                          
                            Title:   Director

                            

                        

                      
	 	 	 
	 	 	 
	 	SANTANDER BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                      	/s/ David Harnisch
	 	 	
                        
                          
                            Name: David Harnisch

                            

                        

                      
	 	 	
                        
                          
                            Title:   Executive Vice President

                            

                        

                      


              

            

            

            

            [Signature Page to Consent]

            
              
                


            

          

           

          
            
              
                
                  
                    	
                             

                          	SUNTRUST BANK,
	 	as a Lender
	
                             

                          	
                             

                          	
                             

                          
	
                             

                          	
                             

                          	
                             

                          
	
                             

                          	By:

                          	/s/ David Bennett
	
                             

                          	
                             

                          	
                            
                              
                                
                                  Name: David Bennett

                                  

                              

                            

                          
	
                             

                          	
                             

                          	
                            
                              
                                
                                  Title:   Director

                                  

                              

                            

                          
	 	 	 
	 	 	 
	 	VIRTUS NEWFLEET DYNAMIC CREDIT ETF, 
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                          	
                            /s/ Kyle Jennings

                          
	 	 	
                            
                              
                                
                                  
                                    Name: Kyle Jennings

                                    

                                

                              

                            

                          
	 	 	
                            
                              
                                
                                  Title:   Managing Director

                                  

                              

                            

                          
	 	 	 
	 	 	 
	 	WEBSTER BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:

                          	/s/ Mathew L. Coyne
	 	 	
                            
                              
                                
                                  Name: Mathew L. Coyne

                                  

                              

                            

                          
	 	 	
                            
                              
                                
                                  Title:   Vice President

                                  

                              

                            

                          
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, N.A.,
	 	as Lender
	 	 	 
	 	 	 
	 	By:

                          	/s/ Nathan Paouncic
	 	 	
                            
                              
                                
                                  Name: Nathan Paouncic

                                  

                              

                            

                          
	 	 	
                            
                              
                                
                                  Title:   Vice President

                                  

                              

                            

                          


                  

                

                

                

                [Signature Page to Consent]