The Western Union Company (WU) 10-Q 2020 Q2 Quarterly report

Exhibit 10.1

EXECUTION COPY

LETTER AMENDMENT NO. 1

Dated as of May 11, 2020

To the banks, financial institutions
and other institutional lenders
(collectively, the “Banks”) parties
to the Term Loan Agreement referred to
below and to Bank of America, N.A., as agent
(the “Administrative Agent”) for the Banks

Ladies and Gentlemen:

We refer to the Amended and Restated Term Loan Agreement dated as of December 18, 2018 (the “Term Loan Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Term Loan Agreement.

It is hereby agreed by you and us that the Term Loan Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:

(a)Section 6.1 is amended to replace the reference to “subsection 6.2(j)” with a reference to “subsection 6.2(l).”

(b)Section 6.2 is amended by (i) deleting the word “and” at the end of subsection (j) thereof; (ii) redesignating subsection (k) as subsection (l); and (iii) adding a new subsection (k) to read as follows:

(k) Liens incurred to secure financings, financial accommodations or other arrangements in support of paycheck protection, business, individual or other loans, guarantees, credit, loan forgiveness or other accommodations (collectively, “SBA Loans”) made by the Company on or before December 31, 2020 under or in connection with the Paycheck Protection Program, a temporary expansion of the traditional SBA 7(a) loan program, provided that  each such Lien does not at any time encumber any assets other than such SBA Loans and any rights in connection therewith and any proceeds thereof; and

(c)Section 6.3(a) is amended to replace the reference to “subsection 6.2(j)” with a reference to “subsection 6.2(l).”

This Letter Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Majority Banks or, as to any of the Banks, advice satisfactory to the Administrative Agent that such Bank has executed this Letter

Amendment. This Letter Amendment is subject to the provisions of Section 9.1 of the Term Loan Agreement and shall be deemed to constitute a Loan Document.

The Company represents and warrants that (i) each of the representations and warranties made by the Company in the Term Loan Agreement are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct) on and as of the date hereof as if made on and as of the date hereof (except that any representation or warranty relating to or made expressly as of a specific date shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct) solely with respect to and as of such specific date) and (ii) no Default or Event of Default has occurred and is continuing.

On and after the effectiveness of this Letter Amendment, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Term Loan Agreement, and each reference in the Notes to “the Term Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement, as amended by this Letter Amendment.

The Term Loan Agreement and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under the Term Loan Agreement, nor constitute a waiver of any provision of the Term Loan Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP (email: shobart@shearman.com).

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Letter Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this this Letter Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Letter Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.

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Western Union Letter Amendment to Term Loan Agreement

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

THE WESTERN UNION COMPANY,

a Delaware corporation

By: /s/ Brad A. Windbigler​ ​

Name:Brad A. Windbigler‌

Title:Treasurer

Agreed as of the date first above written:

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

By/s/ Paley Chen​ ​
Name: Paley Chen
Title: Vice President

BANK OF AMERICA, N.A.,
as a Bank

By/s/ Chris Choi​ ​
Name: Chris Choi
Title: Director

BMO HARRIS BANK N.A.,
as a Bank

By/s/ Christina Boyle​ ​
Name: Christina Boyle
Title: Managing Director

State Bank of India, New York,
as a Bank

By/s/ Kumar Mohit​ ​
Name: Kumar Mohit
Title: Vice President (Syndications)

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Western Union Letter Amendment to Term Loan Agreement

U.S. BANK NATIONAL ASSOCIATION,
as a Bank

By/s/ Jeff Benedix​ ​
Name: Jeff Benedix
Title: Vice President

WELLS fargo bank, national association,
as a Bank

By/s/ Caroline Baudinet-Stumpf​ ​
Name: Caroline Baudinet-Stumpf
Title: Portfolio Manager & Managing Director

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH,
as a Bank

By/s/ Brian Crowley​ ​
Name: Brian Crowley
Title: Managing Director

By/s/ Miriam Trautmann​ ​
Name: Miriam Trautmann
Title: Senior Vice President

the bank of nova scotia,
as a Bank

By/s/ Shanshan (Sunny) Yang​ ​
Name: Shanshan (Sunny) Yang
Title: Director

FIFTH THIRD BANK,
as a Bank

By/s/ Kelly Shield​ ​
Name: Kelly Shield
Title: Director

PNC BANK, NATIONAL ASSOCIATION,
as a Bank

By/s/ Karl Thomasma​ ​
Name: Karl Thomasma
Title: SVP

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Western Union Letter Amendment to Term Loan Agreement

KEYBANK NATIONAL ASSOCIATION,
as a Bank

By/s/ Jason A. Nichols​ ​
Name: Jason A. Nichols
Title: Vice President

BOKF, NA dba Colorado State Bank and Trust,
as a Bank

By/s/ DAVID RISEN​ ​
Name: DAVID RISEN
Title: VICE PRESIDENT

MIZUHO BANK (USA),
as a Bank

By/s/ Tracy Rahn​ ​
Name: Tracy Rahn
Title: Executive Director

ASSOCIATED BANK, NATIONAL ASSOCIATION,
as a Bank

By/s/ Jamie Boney​ ​
Name: Jamie Boney
Title: Vice President

BARCLAYS BANK PLC,
as a Bank

By/s/ George Osborne​ ​
Name: George Osborne
Title: Director

HSBC BANK USA, NATIONAL ASSOCIATION,
as a Bank

By/s/ Ross Fleck​ ​
Name: Ross Fleck
Title: Global Relationship Manager

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Western Union Letter Amendment to Term Loan Agreement

THE NORTHERN TRUST COMPANY,
as a Bank

By/s/ Molly Drennan​ ​
Name: Molly Drennan
Title: Senior Vice President

BankPlus,
as a Bank

By/s/ Jay T. Bourne​ ​
Name: Jay T. Bourne
Title: SVP

ROYAL BANK OF CANADA,
as a Bank

By/s/ Jennifer Flann​ ​
Name: Jennifer Flann
Title: Director

The Chiba Bank, Ltd., New York Branch,
as a Bank

By/s/ Makoto Sakamoto​ ​
Name: Makoto Sakamoto
Title: General Manager

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Western Union Letter Amendment to Term Loan Agreement