AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2025 (the “Amendment No. 2 Effective Date”), is entered into among SHIFT4 PAYMENTS, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party hereto, the Consenting Lenders (as defined below), the Amendment No. 2 Term Lenders (as defined below), the Amendment No. 2 Revolving Lenders (as defined below) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, in its capacities as administrative agent and collateral agent for the Lenders (in such capacities and together with its successors and permitted assigns, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

WHEREAS, the Borrower, the Lenders and Issuing Banks from time to time party thereto and the Administrative Agent entered into that certain Second Amended and Restated First Lien Credit Agreement, dated as of September 5, 2024 (as amended by that certain Amendment No. 1 to Second Amended and Restated First Lien Credit Agreement, dated as of March 18, 2025 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment No. 2 Effective Date, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended pursuant to this Amendment (including by the Amendment No. 2 Effective Date Amendments and the Amendment No. 2 Closing Date Amendments (each as defined below)), the “Credit Agreement”);

WHEREAS, the Borrower has requested to establish an Incremental Term Facility (as defined in the Existing Credit Agreement) (the “Amendment No. 2 Term Facility”), under which the lenders identified on Schedule I hereto (the “Amendment No. 2 Term Lenders”) having an Incremental Commitment (as defined in the Existing Credit Agreement) as set forth therein (the “Amendment No. 2 Term Loan Commitments”) will provide Incremental Term Loans (as defined in the Existing Credit Agreement) (the “Amendment No. 2 Term Loans”) pursuant to Section 2.22 of the Existing Credit Agreement;

WHEREAS, the Borrower has requested to establish an Incremental Revolving Facility (as defined in the Existing Credit Agreement) in the form of an increase to the 2024 Refinancing Revolving Facility (the “Amendment No. 2 Revolving Facility”), under which the lenders identified on Schedule I hereto (the “Amendment No. 2 Revolving Lenders” and together with the Amendment No. 2 Term Lenders, the “Amendment No. 2 Lenders”) having an Incremental Revolving Credit Commitment (as defined in the Existing Credit Agreement) as set forth therein will provide and make available to the Borrower Incremental Revolving Credit Commitments (as defined in the Existing Credit Agreement) (the “Amendment No. 2 Revolving Commitments”; and the Revolving Loans made pursuant to the Amendment No. 2 Revolving Commitments, the “Amendment No. 2 Revolving Loans”) pursuant to Section 2.22 of the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Existing Credit Agreement be further amended with the consent of the Revolving Lenders and Issuing Banks party hereto (which, for the avoidance of doubt, comprise all of the Revolving Lenders and Issuing Banks party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment on the Amendment No. 2 Effective Date) (the “Consenting Lenders”) as set forth herein;

WHEREAS, the Borrower, the Administrative Agent, the Consenting Lenders and the Amendment No. 2 Lenders have agreed, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement as set forth below; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment No. 2 Term Loans.

(a) Subject solely to the conditions set forth in Section 5 below, each Amendment No. 2 Term Lender severally agrees to provide its Amendment No. 2 Term Loan Commitments and fund its Amendment No. 2 Term Loan to the Borrower on, and subject solely to the occurrence of, the Amendment No. 2 Closing Date (as defined below) in the principal amount set forth opposite such Amendment No. 2 ▇▇▇▇ ▇▇▇▇▇▇’s name on Schedule I hereto. Notwithstanding anything to the contrary set forth in the Existing Credit Agreement or Amended Credit Agreement (in each case, including Sections 2.22 and 4.02 thereof) or in any other provision of any Loan Document, the Amendment No. 2 Term Loan Commitments and the funding of the Amendment No. 2 Term Loans on the Amendment No. 2 Closing Date are subject solely to the applicable conditions set forth in Section 5 below, and upon satisfaction (or waiver) of such conditions, the initial funding of the Amendment No. 2 Term Loans shall occur; it being understood that there are no conditions (implied or otherwise) to the funding of the Amendment No. 2 Term Loans on the Amendment No. 2 Closing Date, other than those that are expressly stated in Section 5 below. For the avoidance of doubt and notwithstanding anything to the contrary set forth in the Existing Credit Agreement or Amended Credit Agreement or in any other Loan Document, each Lender party hereto agrees that the terms of the Amendment No. 2 Term Loan Commitments shall be as set forth in the Credit Agreement.

(b) The Amendment No. 2 Term Loans shall constitute, for all purposes of the Credit Agreement and the other Loan Documents, a single Class of Term Loans and shall otherwise be subject to the applicable provisions of the Credit Agreement and the other Loan Documents. Each Lender holding an outstanding Amendment No. 2 Term Loan shall be part of the same Class of Lenders.

(c) From and after the Amendment No. 2 Closing Date, each Amendment No. 2 Term Lender shall have the rights and obligations of a “Lender” and a “Term Lender”, and all Amendment No. 2 Term Loans shall be “Term Loans” and “Loans” for all purposes of the Credit Agreement and the other Loan Documents.

2. Amendment No. 2 Incremental Revolving Facility.

(a) Subject solely to the conditions set forth in Section 5 below, each Amendment No. 2 Revolving Lender severally agrees to provide and make available its Amendment No. 2 Revolving Commitment to the Borrower beginning on, and subject solely to the occurrence of, the Amendment No. 2 Closing Date in the amount set forth opposite such Amendment No. 2 Revolving ▇▇▇▇▇▇’s name on Schedule I hereto. For the avoidance of doubt and notwithstanding anything to the contrary set forth in the Existing Credit Agreement or Amended Credit Agreement or in any other Loan Document, each Lender party hereto agrees that the terms of the Amendment No. 2 Revolving Commitments shall be as set forth in the Credit Agreement.

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(b) The terms of the Amendment No. 2 Revolving Commitments shall be identical to the terms of the 2024 Refinancing Revolving Credit Commitments under the Credit Agreement (as determined after giving effect to this Amendment and the amendments contemplated hereby), except that any fees payable in connection with the Amendment No. 2 Revolving Commitments shall be determined by the Borrower and the arrangers in respect of the Amendment No. 2 Revolving Facility and/or the Amendment No. 2 Revolving Lenders. Without limiting the foregoing, the Amendment No. 2 Revolving Commitments and the Amendment No. 2 Revolving Loans shall be deemed to be part of the “2024 Refinancing Revolving Facility”, the Amendment No. 2 Revolving Commitments shall be deemed to be “2024 Refinancing Revolving Credit Commitments” and shall be part of the same Class as the 2024 Refinancing Revolving Credit Commitments, the Amendment No. 2 Revolving Loans shall be deemed to be “2024 Refinancing Revolving Loans” and shall be part of the same Class as the 2024 Refinancing Revolving Loans and each Amendment No. 2 Revolving Lender shall be deemed to be a “2024 Refinancing Revolving Lender” and shall be part of the same Class as the 2024 Refinancing Revolving Lenders, in each case, for all purposes of the Credit Agreement and the other Loan Documents. Section 2.22(e)(i) of the Existing Credit Agreement shall apply to the Amendment No. 2 Revolving Commitments. Notwithstanding anything to the contrary set forth in the Existing Credit Agreement or Amended Credit Agreement (in each case, including Sections 2.22 and 4.02 thereof) or in any other provision of any Loan Document (but subject to the immediately preceding sentence), the Amendment No. 2 Revolving Commitments and the funding of any Amendment No. 2 Revolving Loans on the Amendment No. 2 Closing Date are subject solely to the applicable conditions set forth in Section 5 below, and upon satisfaction (or waiver) of such conditions, the initial funding (if any) of the Amendment No. 2 Revolving Loans shall occur; it being understood that there are no conditions (implied or otherwise) to the funding of any Amendment No. 2 Revolving Loans on the Amendment No. 2 Closing Date, other than those that are expressly stated in Section 5 below.

(c) Without limiting the effect of the foregoing, each party hereto acknowledges and agrees that, on the Amendment No. 2 Closing Date, (x) each Revolving Lender immediately prior to such increase shall automatically and without further act be deemed to have assigned to each relevant Amendment No. 2 Revolving Lender, and each such Amendment No. 2 Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Revolving ▇▇▇▇▇▇’s participations under the Credit Agreement in outstanding Letters of Credit such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each Amendment No. 2 Revolving Lender) participations under the Credit Agreement in Letters of Credit shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (after giving effect to the Amendment No. 2 Revolving Commitments) and (y) the existing Revolving Lenders shall assign Revolving Loans to certain other Revolving Lenders (including the Revolving Lenders providing the Amendment No. 2 Revolving Facility), and such other Revolving Lenders (including the Revolving Lenders providing the Amendment No. 2 Revolving Facility) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to the Amendment No. 2 Revolving Commitments). Each Consenting Lender hereby agrees that no break funding payments under Section 2.16 of the Credit Agreement shall be due and owing in connection with the reallocations contemplated by this Section 2(c).

3. Amendments to Existing Credit Agreement.

(a) Effective as of the Amendment No. 2 Effective Date, the Existing Credit Agreement is hereby amended as follows (such amendments, the “Amendment No. 2 Effective Date Amendments” and, the Existing Credit Agreement, as amended by the Amendment No. 2 Effective Date Amendments, the “Amended Credit Agreement”):

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“Board of Directors” means the board of directors of Shift4 Payments, as managing member of the Borrower or the governing body of any successor managing member of the Borrower, if any.

“Existing 2032 Senior Notes” means the Borrower’s 6.750% Senior Notes due 2032 originally issued on August 15, 2024 and the additional notes issued on May 16, 2025 (such additional notes, the “Additional 2032 Senior Notes”), each pursuant to the Existing 2032 Senior Notes Indenture.

“Existing Senior Notes” means the Existing 2026 Senior Notes, the Existing 2032 Senior Notes and the Existing 2033 Senior Notes.

“Existing Senior Notes Indentures” means the Existing 2026 Senior Notes Indenture, the Existing 2032 Senior Notes Indenture and the Existing 2033 Senior Notes Indenture.

“For the avoidance of doubt, the incurrence of the Amendment No. 2 Term Loans, the Amendment No. 2 Revolving Loans and the Amendment No. 2 Revolving Commitments shall not reduce the Fixed Incremental Amount.”

“Notwithstanding the foregoing, the Amendment No. 2 Term Loans, the Amendment No. 2 Revolving Loans and the Amendment No. 2 Revolving Commitments shall be deemed to be incurred and implemented, in each case, without reducing the Fixed Incremental Amount.”

“Additional 2032 Senior Notes” has the meaning set forth in the definition of “Existing 2032 Senior Notes”.

“Amendment No. 2” means that certain Amendment No. 2 to Second Amended and Restated First Lien Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 2 Effective Date” means June 30, 2025.

“Amendment No. 2 Revolving Commitments” has the meaning assigned to such term in Amendment No. 2.

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“Amendment No. 2 Revolving Loans” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 2 Term Loans” has the meaning assigned to such term in Amendment No. 2.

“Existing 2033 Senior Notes” means the Borrower’s 5.500% Senior Notes due 2033 issued on May 16, 2025 pursuant to the Existing 2033 Senior Notes Indenture.

“Existing 2033 Senior Notes Indenture” means that certain indenture, dated as of May 16, 2025 (as supplemented or amended from time to time), among the Borrower, Shift4 Payments Finance Sub, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, in respect of the Existing 2033 Senior Notes.

“; provided further that, in the case of the Amendment No. 2 Term Loans, this Section 4.02 shall not apply and the conditions that must be satisfied or waived shall be limited to those set forth in Amendment No. 2”

“(xvi) the Borrower or any Restricted Subsidiary may make payments or distributions in respect of the Convertible Notes;”

“and, for the avoidance of doubt and notwithstanding anything herein to the contrary, each party hereto agrees that, pursuant to this Section 9.02(d)(iii), this Agreement may be amended by the Borrower and the Administrative Agent to reflect the occurrence of the Amendment No. 2 Closing Date, including by amending (i) the definition of “Amendment No. 2 Closing Date” herein to reflect the date on which the Amendment No. 2 Closing Date occurred and (ii) the definition of “Amendment No. 2 Term Loan Maturity Date” herein to reflect the date that is seven years after the date on which the Amendment No. 2 Closing Date occurred, in each case, without any further action or consent of any other party, including any Lender,”

(b) Effective as of the Amendment No. 2 Closing Date, the Amended Credit Agreement, including the schedules and exhibits thereto (in the case of such schedules and exhibits, solely to the extent such schedules and exhibits are included in Exhibit A hereto), is hereby further amended to (x) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto, and (y) amend and restate such

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exhibits and schedules in their entirety, by replacing them with the exhibits and schedules attached as Exhibit A hereto (such amendments, the “Amendment No. 2 Closing Date Amendments”). Solely for reference as a matter of convenience only (and not as an authoritative copy), an unmarked copy of the Credit Agreement (but not including any schedules or exhibits thereto), as amended pursuant to this Agreement (including by the Amendment No. 2 Effective Date Amendments and the Amendment No. 2 Closing Date Amendments), is attached hereto as Exhibit B.

4. Conditions Precedent to Amendment No. 2 Effective Date. This Amendment and the Amendment No. 2 Effective Date Amendments shall become effective on the first date on which the Administrative Agent (or its counsel) shall have received:

(a) counterparts of this Amendment, executed and delivered by each Loan Party, the Consenting Lenders and the Amendment No. 2 Lenders (and for the avoidance of doubt, the date on which the Amendment No. 2 Effective Date occurred is set forth in the first paragraph of this Amendment);

(b) (i) a customary written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for the Loan Parties, and (ii) a customary written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in its capacity as special Nevada counsel for the Loan Parties organized under the laws of Nevada and (iii) a customary written opinion of Chiesa ▇▇▇▇▇▇▇▇▇ & Giantomasi PC, in its capacity as special New Jersey counsel for the Loan Parties organized under the laws of New Jersey, each addressed to the Administrative Agent, the Consenting Lenders and the Amendment No. 2 Lenders; and

(c) (i) a certificate of each Loan Party, dated the Amendment No. 2 Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as certified by the relevant authority of its jurisdiction of organization or incorporation, (x) the certificate or articles of incorporation, formation or organization of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as in effect on the Amendment No. 2 Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of such Loan Party’s board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of certain officers, managers, directors or other authorized signatories of such Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party on the Amendment No. 2 Effective Date and (ii) a good standing (or equivalent) certificate for each Loan Party from the relevant authority of its jurisdiction of organization or incorporation, dated as of a recent date.

By delivering its signature page to this Amendment to the Administrative Agent or the Borrower, the Administrative Agent, each Lender and each Issuing Bank party hereto shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, such Lender or such Issuing Bank.

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5. Conditions Precedent to Amendment No. 2 Closing Date. The Amendment No. 2 Closing Date Amendments, the obligation of each Amendment No. 2 Term Lender to provide its Amendment No. 2 Term Loan Commitments and fund its Amendment No. 2 Term Loans on the Amendment No. 2 Closing Date and the obligation of each Amendment No. 2 Revolving Lender to provide and make available its Amendment No. 2 Revolving Commitments and fund its Amendment No. 2 Revolving Loans on the Amendment No. 2 Closing Date shall become effective on the first date on which the following conditions precedent have been satisfied (or waived by the Administrative Agent) (the “Amendment No. 2 Closing Date”):

(a) The Amendment No. 2 Effective Date shall have occurred;

(b) The Acceptance Time (as defined in the Amendment No. 1 Transaction Agreement (as in effect on February 16, 2025)) shall have occurred or shall occur substantially concurrently with the initial borrowing under the Amendment No. 2 Term Facility in accordance in all material respects with the terms of the Amendment No. 1 Transaction Agreement (without any amendment, modification or waiver thereof or any consent thereunder, taken as a whole, that is materially adverse to the Commitment Parties (in their capacity as such) without the prior written consent of the Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned and provided that the Commitment Parties shall be deemed to have consented to such amendment, modification, waiver or consent unless it has objected thereto within two (2) business days after written notice or receipt by the Commitment Parties of such amendment, modification, waiver or consent)); provided that (i) a reduction in the consideration payable under the Amendment No. 1 Transaction Agreement of less than 10% shall not be deemed to be materially adverse to the interests of the Commitment Parties, (ii) a reduction in the consideration payable under the Amendment No. 1 Transaction Agreement of 10% or more shall not be deemed to be materially adverse to the interests of the Commitment Parties so long as 100% of such reduction above 10% is applied to reduce the Senior Unsecured Bridge Facility and/or the Senior Secured Bridge Facility, at the Borrower’s option, (iii) an increase in such purchase price or consideration amount shall not be deemed to be materially adverse to the Commitment Parties if such increase is not funded with indebtedness for borrowed money or any debt-like third party preferred equity (as reasonably determined by the Borrower); provided in the cases of clauses (i), (ii) and (iii) that no purchase price, working capital or similar adjustment provisions set forth in the Amendment No. 1 Transaction Agreement shall constitute a reduction or increase in the purchase price or consideration, (iv) a joinder to or amendment of the Amendment No. 1 Transaction Agreement to join the Amendment No. 1 Merger Sub to the Amendment No. 1 Transaction Agreement as set forth therein and all changes effectuated in connection therewith shall not be deemed to be materially adverse to the interests of the Commitment Parties, and (v) any change to the definition of “Company Material Adverse Effect” contained in the Amendment No. 1 Transaction Agreement shall be deemed to be materially adverse to the Commitment Parties;

(c) The Target Credit Facility Refinancing (as defined in the Commitment Letter) shall have occurred or shall occur substantially concurrently with the initial borrowing under the Amendment No. 2 Term Facility;

(d) The Administrative Agent (or its counsel) shall have received:

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(e) The Administrative Agent shall have received, at least two (2) Business Days (as defined in the Amendment No. 1 Transaction Agreement (as in effect on February 16, 2025)) prior to the Amendment No. 2 Closing Date, all documentation and other information about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, (a) the PATRIOT Act, and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate, in each case, that has been reasonably requested in writing by the Amendment No. 2 Term Lenders at least ten (10) Business Days (as defined in the Amendment No. 1 Transaction Agreement (as in effect on February 16, 2025)) prior to the Amendment No. 2 Closing Date;

(f) All fees required to be paid by the Borrower on the Amendment No. 2 Closing Date pursuant to any fee letter entered into in connection with the Commitment Letter and all reasonable out-of-pocket expenses (including legal fees and expenses) required to be paid by the Borrower on the Amendment No. 2 Closing Date pursuant to the Commitment Letter, in the case of such out-of-pocket expenses to the extent invoiced at least two (2) Business Days (as defined in the Amendment No. 1 Transaction Agreement (as in effect on February 16, 2025)) prior to the Amendment No. 2 Closing Date, shall, upon the initial borrowing of the Amendment No. 2 Term Loans, have been paid, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Amendment No. 2 Term Loans);

(g) (i) The Specified Representations (as defined in the Commitment Letter) shall be true and correct in all material respects (without duplication of any materiality qualifier set forth therein) on the Amendment No. 2 Closing Date to the extent required by the Certain Funds Provision (as defined in the Commitment Letter); and (ii) the Transaction Agreement Representations (as defined in the Commitment Letter) shall be true and correct in all material respects on the Amendment No. 2 Closing Date to the extent required by the Certain Funds Provision unless, any such Specified Representation or Transaction Agreement Representation relates to an earlier date, in which case such Specified Representation or Transaction Agreement Representation shall have been true and correct in all material respects as of such earlier date; provided that, for the avoidance of doubt, this clause (ii) shall only be a condition to the extent that the Borrower has (or an affiliate of the Borrower has) the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such affiliate’s) obligations under the Amendment No. 1 Transaction Agreement or the right to decline to consummate the Amendment No. 1 Offer, in each case, in accordance with the terms of the Amendment No. 1 Transaction Agreement, as a result of the failure of such representations and warranties to be accurate; and

(h) Since the date of the Amendment No. 1 Transaction Agreement, there shall not have occurred any Company Material Adverse Effect (as defined in the Amendment No. 1 Transaction Agreement in effect on February 16, 2025) that is continuing.

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By delivering its signature page to this Amendment to the Administrative Agent or the Borrower, the Administrative Agent, each Lender and each Issuing Bank party hereto shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, such Lender or such Issuing Bank.

Notwithstanding the foregoing, if the Expiration Date (as defined in the Commitment Letter) shall have occurred prior to the occurrence of the Amendment No. 2 Closing Date (and, for purposes of clause (z) thereof, without the funding of the Amendment No. 2 Term Facility), the obligations of the Amendment No. 2 Term Lenders to establish the Amendment No. 2 Term Facility in accordance with Section 1 hereof and the obligations of the Amendment No. 2 Revolving Lenders to establish the Amendment No. 2 Revolving Facility shall automatically terminate.

6. Representations and Warranties. The Borrower hereby represents and warrants to the Consenting Lenders and the Amendment No. 2 Lenders as follows:

(a) The execution, delivery and performance by the Borrower of this Amendment is within the Borrower’s corporate or other organizational power and has been duly authorized by all necessary corporate or other organizational action of the Borrower.

(b) The Amendment has been duly executed and delivered by the Borrower and is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the Legal Reservations.

(c) The execution and delivery of this Amendment by the Borrower and the performance by the Borrower thereof (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect, (B) in connection with the Perfection Requirements and (C) such consents, approvals, registrations, filings or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (ii) will not violate any (A) of the Borrower’s Organizational Documents or (B) Requirement of Law applicable to the Borrower which violation, in the case of this clause (ii)(B), could reasonably be expected to have a Material Adverse Effect and (C) will not violate or result in a default under any material Contractual Obligation to which the Borrower is a party which violation, in the case of this clause (C), could reasonably be expected to result in a Material Adverse Effect.

7. Effect of Amendment.

(a) Except as expressly set forth herein, this Amendment shall not be deemed to be an amendment to or modification of any other provisions of the Existing Credit Agreement or any other Loan Document or any right, power or remedy of the Consenting Lenders, nor shall this Amendment constitute a waiver of any provision of the Existing Credit Agreement, any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

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(b) From and after the Amendment No. 2 Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Existing Credit Agreement as amended by this Amendment (other than the Amendment No. 2 Closing Date Amendments).

(c) From and after the Amendment No. 2 Closing Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement as amended by this Amendment.

(d) The Borrower (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

(e) This Amendment shall constitute a “Loan Document” and an “Incremental Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents.

(f) This Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 9.02 of the Credit Agreement. To the extent permitted by applicable Requirements of Law, any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

8. Miscellaneous Provisions.

(a) The Borrower hereby confirms that the provisions set forth in Section 9.03 of the Credit Agreement shall apply to this Amendment and the transactions contemplated hereby.

(b) This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which when so executed and delivered shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed, original counterpart of this Amendment.

(c) THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(d) The provisions of Sections 9.01(e), 9.10(b), 9.10(c), 9.10(d), and 9.11 of the Credit Agreement are incorporated herein by reference and shall apply, mutatis mutandis, to this Amendment.

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9. Ratification; Reaffirmation. Each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment and after giving effect to the establishment of the Amendment No. 2 Term Facility and the Amendment No. 2 Revolving Facility and the other transactions contemplated by this Amendment (including with respect to any new obligations assumed by it under the Loan Documents as a result of this Amendment, subject to any limitations set forth therein), each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Document, (b) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan Documents to which it is a party, (c) agrees that (i) each Loan Document to which it is a party shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable, subject to the Legal Reservations, and shall not be impaired or limited by the execution or effectiveness of this Amendment, the establishment of the Amendment No. 2 Term Facility and the Amendment No. 2 Revolving Facility and the other transactions contemplated by this Amendment, and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, and (d) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s nor any ▇▇▇▇▇▇’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Existing Credit Agreement or other Loan Documents with respect to any subsequent modifications, consent or waiver with respect to the Existing Credit Agreement or other Loan Documents.

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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

[Signature Page to Amendment No. 2]

Schedule I

Amendment No. 2 Term Commitments

Amendment No. 2 Revolving Commitments

Exhibit A

[see attached]

Execution Version

SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

among

SHIFT4 PAYMENTS, LLC,

as the Borrower,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA,

as Administrative Agent and, an Issuing Bank and Swing Line Lender,

BANCO SANTANDER, S.A., NEW YORK BRANCH,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

CITIZENS BANK, NATIONAL ASSOCIATION,

and

▇▇▇▇▇ FARGO BANK, N.A.,

as Issuing Banks

Dated as of September 5, 2024,

as amended by Amendment No. 1 to Second Amended and Restated First Lien Credit Agreement,

dated as of March 18, 2025, and

Amendment No. 2 to Second Amended and Restated First Lien Credit Agreement, dated as of June 30, 2025

TABLE OF CONTENTS

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SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of September 5, 2024 (as amended by Amendment No. 1 and Amendment No. 2, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Shift4 Payments, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party hereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA (“GS”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and permitted assigns, the “Administrative Agent”) and as an Issuing Bank and Swing Line Lender, Banco Santander, S.A., New York Branch, as an Issuing Bank, Barclays Bank PLC, as an Issuing Bank, Citibank, N.A., as an Issuing Bank, Citizens Bank, National Association, as an Issuing Bank, and ▇▇▇▇▇ Fargo Bank, N.A., as an Issuing Bank.

RECITALS

A. The Borrower, the Administrative Agent (as successor to the Prior Administrative Agent, pursuant to the Agency Transfer Agreement) and certain other lenders and financial institutions arewere party to that certain Amended and Restated First Lien Credit Agreement, dated as of January 29, 2021 (as amended by that certain First Amendment to Amended and Restated First Lien Credit Agreement, dated as of December 23, 2021, and that certain Second Amendment to Amended and Restated First Lien Credit Agreement, dated as of June 27, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Restatement Effective Date, the “2021 Credit Agreement”), pursuant to which certain loans and other extensions of credit were made to the Borrower.

B. On the date hereof, prior to the effectiveness of this Agreement, thePrior to the Restatement Effective Date Refinancing (as defined below), the Administrative Agent, the Borrower and the other parties thereto entered into that certain Resignation, Waiver, Amendment and Appointment Agreement, dated as of the date hereof (the “Agency Transfer Agreement”), by and among UBS AG Cayman Islands Branch (“UBS”) (as successor to Credit Suisse AG, Cayman Islands Branch), in its capacity as the Existing Agent (as defined therein) (in such capacity, the “Prior Administrative Agent”), GS, as Successor Agent (as defined therein), the lenders party thereto, the Borrower and the other Loan Parties party thereto, pursuant to which, in accordance with Section 8.07 of the 2021 Credit Agreement, UBS resigned as the Prior Administrative Agent, and GS was appointed as the successor Administrative Agent under the 2021 Credit Agreement and the other Loan Documents.

C. On the Restatement Effective Date, (i) all indebtedness for borrowed money that iswas outstanding under the 2021 Revolving Facility shall bewas repaid in full and all commitments thereunder shall bewere terminated and (ii) all interest, premiums, fees and other amounts then due and payable under the 2021 Revolving Facility shall bewere paid in full (collectively, the “Restatement Effective Date Refinancing”).

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D. The parties hereto agree thatOn the Restatement Effective Date (i) all Obligations under the 2021 Credit Agreement (except those that, pursuant to the express terms of the 2021 Credit Agreement, survive the termination of such agreement) have beenwere repaid in full and all commitments thereunder terminated, it being understood that the Administrative Agent shall bewas deemed to have received the required notice of commitment termination pursuant to Section 2.09 of the 2021 Credit Agreement in connection with this Agreement, and (ii) the Lenders are willingagreed to make available to the Borrower a $450,000,000 revolving credit facility in an initial aggregate amount equal to $450,000,000 for the making, from time to time, of revolving loans and the issuance, from time to time, of letters of credit, in each case, on the terms and subject to the conditions set forth in this Agreement.

E. On the Amendment No. 1 Effective Date, the Borrower, the Administrative Agent and the other Lenders party thereto entered into Amendment No. 1 (as hereinafter defined) to, among other things, approve the Globetrotter Transactions (as hereinafter defined).

F. Pursuant to Amendment No. 1, the Administrative Agent, the Borrower and the Lenders party thereto agreed to certain amendments as provided in Amendment No. 1.

G. On the Amendment No. 2 Effective Date, the Borrower, the Administrative Agent, the Amendment No. 2 Term Lenders (as hereinafter defined) and the other Lenders party thereto entered into Amendment No. 2 (as hereinafter defined), under which, on the Amendment No. 2 Closing Date, (x) the Amendment No. 2 Term Lenders shall extend credit to the Borrower in the form of Amendment No. 2 Term Loans (as hereinafter defined) in an original aggregate principal amount equal to $1,000,000,000 and (y) the 2024 Refinancing Revolving Lenders shall increase their 2024 Refinancing Revolving Credit Commitments by an aggregate amount equal to $100,000,000.

H. Pursuant to Amendment No. 2, the Administrative Agent, the Borrower, the Amendment No. 2 Term Lenders and the other Lenders party thereto agreed to certain amendments as provided in Amendment No. 2.

AccordinglyIn consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the 2021 Credit Agreement as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2021 Credit Agreement” has the meaning assigned to such term in the recitals to this Agreement.

“2021 Restatement Effective Date” means January 29, 2021.

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“2021 Revolving Facility” means the Revolving Facility pursuant to the 2021 Credit Agreement that was outstanding immediately prior to the Restatement Effective Date.

“2024 Refinancing Revolving Credit Commitment” means, with respect to any Person, the commitment of such Person to make 2024 Refinancing Revolving Loans (and acquire participations in Letters of Credit) hereunder as set forth on Schedule 1.01(a), or in the Assignment Agreement pursuant to which such Person assumed its 2024 Refinancing Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 or 2.19, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05 or (c) increased pursuant to Section 2.22, including, for the avoidance of doubt, pursuant to Amendment No. 2. The initial aggregate amount of the 2024 Refinancing Revolving Credit Commitments on the Restatement EffectiveAmendment No. 2 Closing Date was $450,000,000550,000,000.

“2024 Refinancing Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all 2024 Refinancing Revolving Loans of such Lender, plus the aggregate amount at such time of such ▇▇▇▇▇▇’s LC Exposure, in each case, attributable to its 2024 Refinancing Revolving Credit Commitment.

“2024 Refinancing Revolving Credit Maturity Date” means the date that is five years after the Restatement Effective Date.

“2024 Refinancing Revolving Facility” means the 2024 Refinancing Revolving Credit Commitments and the 2024 Refinancing Revolving Loans and other extensions of credit thereunder.

“2024 Refinancing Revolving Lender” means any Lender with a 2024 Refinancing Revolving Credit Commitment or any 2024 Refinancing Revolving Credit Exposure.

“2024 Refinancing Revolving Loan” means any revolving loan made by the 2024 Refinancing Revolving Lenders to the Borrower pursuant to Section 2.01(a).

“2025 Shift4 Payments Convertible Notes” means the 0.00% Convertible Senior Notes due 2025 issued by Shift4 Payments.

“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Intercreditor Agreement” means:

(a) with respect to any Indebtedness that is secured on a pari passu basis with the 2024 Refinancing Revolving Facility and the Amendment No. 2 Term Loans, a First Lien Intercreditor Agreement;

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(b) with respect to any Indebtedness that is junior to the 2024 Refinancing Revolving Facility and the Amendment No. 2 Term Loans in right of security, a Junior Lien Intercreditor Agreement; and/or

(c) with respect to any other Indebtedness, any other intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision), as applicable, the terms of which are (i) consistent with market terms (as determined by the Borrower and the Administrative Agent in good faith) governing arrangements for the sharing and/or subordination of liens and/or arrangements relating to the distribution of payments, as applicable, at the time the relevant intercreditor or subordination agreement or arrangement is proposed to be established in light of the type of Indebtedness subject thereto and otherwise reasonably satisfactory to the Borrower and the Administrative Agent or (ii) reasonably acceptable to the Borrower and the Administrative Agent, which intercreditor or subordination agreement or arrangement described in this clause (ii) is posted for review by the Lenders and deemed acceptable if the Required Lenders have not objected thereto within three Business Days following the date on which the same is posted for review.

“ACH” means automated clearing house transfers.

“Additional 2032 Senior Notes” has the meaning set forth in the definition of “Existing 2032 Senior Notes”.

“Additional Agreement” has the meaning assigned to such term in Section 8.10.

“Additional Commitment” means any commitment hereunder added pursuant to Sections 2.22, 2.23 or 9.02(c).

“Additional Loans” means any Additional Revolving Loans and any Additional Term Loans.

“Additional Revolving Credit Commitments” means any revolving credit commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(ii).

“Additional Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus the aggregate outstanding amount at such time of such ▇▇▇▇▇▇’s LC Exposure, in each case, attributable to its Additional Revolving Credit Commitment.

“Additional Revolving Lender” means any Lender with an Additional Revolving Credit Commitment or any Additional Revolving Credit Exposure.

“Additional Revolving Loans” means any revolving loan added hereunder pursuant to Section 2.22, 2.23 or 9.02(c)(ii).

“Additional Term Lender” means any Lender with an Additional Term Loan Commitment or an outstanding Additional Term Loan (including, for the avoidance of doubt, the Amendment No. 2 Term Lenders).

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“Additional Term Loan Commitment” means any term commitment added pursuant to Section 2.22 (including, for the avoidance of doubt, the Amendment No. 2 Term Loan Commitments).

“Additional Term Loans” means any term loan added pursuant to Section 2.22 (including, for the avoidance of doubt, the Amendment No. 2 Term Loans).

“Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Administrative Questionnaire” means a customary administrative questionnaire in the form provided by the Administrative Agent.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Borrower or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claim), whether pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened in writing, against or affecting the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person. No Person shall be an “Affiliate” of the Borrower and/or any Restricted Subsidiary solely because it is an unrelated portfolio company of Searchlight and none of the Administrative Agent, the Arrangers, any Lender or any of their respective Affiliates shall be considered an Affiliate of the Borrower or any subsidiary thereof.

“Agreement” has the meaning assigned to such term in the preamble to this Second Amended and Restated First Lien Credit Agreement.

“Agency Transfer Agreement” has the meaning assigned to such term in the recitals to this Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, Term SOFR (which rate shall (i) be calculated based upon an Interest Period of one month and shall be determined on a daily basis and (ii) for purposes of this clause (b), not be less than 0.00%the Floor) plus 1.00% and (c) the Prime Rate. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR, as the case may be.

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“Alternative Currencies” means, (i) Euros and (ii) subject to Section 2.06, any currency other than Dollars and Euros.

“Amendment No. 1” means that certain Amendment No. 1 to Second Amended and Restated First Lien Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

“Amendment No. 1 Acquisition” means the business combination engaged in by the Borrower (directly and/or through one or more of its direct or indirect subsidiaries and/or parent companies) pursuant to which (i) a tender offer (the “Amendment No. 1 Offer”), will be commenced to acquire all of the outstanding shares of the Amendment No. 1 Target, as described in the Amendment No. 1 Transaction Agreement and (ii) following the consummation of the Amendment No. 1 Offer, the Amendment No. 1 Target and GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly-owned subsidiary of the Borrower (the “Amendment No. 1 Merger Sub”) will commence a statutory squeeze-out merger in accordance with the laws of Switzerland, as described in the Amendment No. 1 Transaction Agreement, pursuant to which the Amendment No. 1 Target will be merged with and into the Amendment No. 1 Merger Sub, with the Amendment No. 1 Merger Sub continuing as the surviving entity and each outstanding Amendment No. 1 Target share (other than the Amendment No. 1 Target shares directly or indirectly owned by Shift4 Payments or the Amendment No. 1 Merger Sub) that is not validly tendered and accepted pursuant to the Amendment No. 1 Offer will be cancelled and converted, and each Amendment No. 1 Target share directly or indirectly owned by Shift4 Payments or the Amendment No. 1 Merger Sub will thereupon be deemed cancelled without any conversion thereof, in each case, as described in the Amendment No. 1 Transaction Agreement.

“Amendment No. 1 Acquisition” means the Globetrotter Acquisition.

“Amendment No. 1 Acquisition Transactions” means the Globetrotter Acquisition Transactions.

“Amendment No. 1 Effective Date” means March 18, 2025.

“Amendment No. 1 Transaction Agreement” means the Globetrotter Transaction Agreement.

“Amendment No. 1 Transactions” means the Globetrotter Transactions.

“Amendment No. 2” means that certain Amendment No. 2 to Second Amended and Restated First Lien Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 1 Acquisition Transactions” means, collectively,2 Closing Date” means the first date on which all conditions set forth in Section 5 of the Amendment No. 1 Acquisition and the other transactions contemplated by2 have been satisfied or waived in accordance with the terms thereof and the Borrower borrows the Amendment No. 1 Transaction Agreement2 Term Loans.

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“Amendment No. 12 Effective Date” means March 18June 30, 2025.

“Amendment No. 1 Merger Sub” has the meaning specified in the definition of “Amendment No. 1 Acquisition”.

“Amendment No. 1 Offer” has the meaning specified in the definition of “Amendment No. 1 Acquisition”.

“Amendment No. 12 RCF Credit Extension” means any Credit Extension (i) to pay consideration under the Amendment No. 1Globetrotter Transaction Agreement, (ii) to pay other amounts payable in connection with the Amendment No. 1Globetrotter Transactions, including repayment of Indebtedness of the Amendment No. 1Globetrotter Target, (iii) to pay Amendment No. 1Globetrotter Transaction Costs and/or (iv) to backstop, replace or cash collateralize letters of credit of the Amendment No. 1Globetrotter Target and its subsidiaries in connection with the Amendment No. 1Globetrotter Acquisition.

“Amendment No. 1 Specified Indebtedness” means any Permanent Financing and/or Bridge Facilities issued or incurred prior to the closing of the Amendment No. 1 Acquisition and either (i) the proceeds of which are subject to customary escrow arrangements (as determined by the Borrower in good faith), (ii) the terms of such Indebtedness contain a “special mandatory redemption” provision (or other similar provision) and/or (iii) such Indebtedness constitutes Preferred Stock or other preferred equity (including, without limitation, any Preferred Stock in the form of mandatory convertible or perpetual preferred equity).

“Amendment No. 1 Target” means Global Blue Group Holding AG and, as the context may require, its subsidiaries2 Revolving Commitments” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 1 Transaction Agreement” means the Transaction Agreement, dated as of February 16, 2025, by and among the Amendment No. 1 Target, Shift4 Payments, and certain subsidiaries of the Borrower party thereto (together with all exhibits, schedules and annexes thereto), as the same may be amended, restated, amended and restated, supplemented, waived, consented to or otherwise modified from time to time; provided that no such amendment, modification or waiver thereof or any consent thereunder, taken as a whole, is materially adverse to the Lenders (in their capacity as such) without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned, and provided that each Lender shall be deemed to have consented to such amendment, modification, waiver or consent unless it has objected thereto within two (2) business days after written notice to or receipt by such Lender of such amendment, modification, waiver or consent); provided that (i) a reduction in the consideration payable under the Amendment No. 1 Transaction Agreement of less than 10% shall not be deemed to be materially adverse to the interests of the Lenders; (ii) a reduction in the consideration

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payable under the Transaction Agreement of 10% or more shall not be deemed to be materially adverse to the interests of the Consenting Lenders so long as 100% of such reduction above 10% is applied to reduce the “Senior Unsecured Bridge Facility” and/or “the Senior Secured Bridge Facility” (as each such term is defined in the Commitment Letter), at the Borrower’s option; and (iii) an increase in such purchase price or consideration amount shall not be deemed to be materially adverse to the Lenders if such increase is not funded with indebtedness for borrowed money or any debt-like third party preferred equity (as reasonably determined by the Borrower); provided in the cases of clause (i), (ii) and (iii) that no purchase price, working capital or similar adjustment provisions set forth in the Amendment No. 1 Transaction Agreement shall constitute a reduction or increase in the purchase price or consideration, (iv) a joinder to or amendment of the Amendment No. 1 Transaction Agreement to join any Affiliate of the Borrower to the Amendment No. 1 Transaction Agreement as set forth therein and all changes effectuated in connection therewith shall not be deemed to be materially adverse to the interests of the Lenders, and (v) any change to the definition of “Company Material Adverse Effect” contained in the Amendment No. 1 Transaction Agreement shall be deemed to be materially adverse to the Lenders.

“Amendment No. 2 Revolving Loans” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 2 Term Facility” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 2 Term Lender” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 1 Transaction Costs” means all fees, costs and expenses incurred or payable by the Borrower or any of its Restricted Subsidiaries in connection with the2 Term Loan Commitment” has the meaning assigned to such term in Amendment No. 1 Transactions2.

“Amendment No. 1 Transactions” means, collectively, (i) Amendment No. 1 and the transactions contemplated thereby, (ii) the Amendment No. 1 Acquisition Transactions, (iii) the issuance and/or incurrence of any Bridge Facilities and/or any Permanent Financing, (iv) the other transactions contemplated by the Commitment Letter, (v) any Amendment No. 1 RCF Credit Extension, and (vi) the payment of the Amendment No. 1 Transaction Costs.

“Amendment No. 2 Term Loan Maturity Date” means the date which is seven years after the Amendment No. 2 Closing Date or, if such date is not a Business Day, the first Business Day preceding such date.

“Amendment No. 2 Term Loans” has the meaning assigned to such term in Amendment No. 2.

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“Amendment No. 1 Unrestricted SubsidiaryAncillary Fees” has the meaning assigned to such term in Section  5.109.02(b)(B)(IV).

“Applicable LC Sublimit” means (a) (i) with respect to GS in its capacity as an Issuing Bank under this Agreement, $18,750,00022,916,667, (ii) with respect to Banco Santander, S.A., New York Branch in its capacity as an Issuing Bank under this Agreement, $18,750,00022,916,667, (iii) with respect to Barclays Bank PLC, in its capacity as an Issuing Bank under this Agreement, $18,750,00022,916,667, (iv) with respect to Citibank, N.A. in its capacity as an Issuing Bank under this Agreement, $18,750,00022,916,667, (v) with respect to Citizens Bank, National Association in its capacity as an Issuing Bank under this Agreement, $18,750,00022,916,666, (vi) with respect to ▇▇▇▇▇ Fargo Bank, N.A., in its capacity as an Issuing Bank under this Agreement, $18,750,00022,916,666, and (b) with respect to any other Person that becomes an Issuing Bank pursuant to the terms of this Agreement, such amount as agreed to in writing by the Borrower, the Administrative Agent and such Person at the time such Person becomes an Issuing Bank pursuant to the terms of the Agreement, as each of the foregoing amounts may be decreased or increased from time to time with the written consent of the Borrower, the Administrative Agent and the Issuing Banks (provided that any increase in the Applicable LC Sublimit with respect to any Issuing Bank shall only require the consent of the Borrower and such Issuing Bank).

“Applicable Percentage” means, (a) with respect to any Term Lender of any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of such Term Lender under such Class and the denominator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of all Term Lenders under such Class and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount of the Revolving Credit Commitments of such Class represented by such ▇▇▇▇▇▇’s Revolving Credit Commitment of such Class; provided that for purposes of Section 2.21 and otherwise herein (except with respect to Section 2.11(a)(ii)), when there is a Defaulting Lender, such Defaulting Lender’sthe Loans, Commitments and the Revolving Credit CommitmentExposure of such Defaulting Lender shall be disregarded for any relevant calculation. In the case of (x) the foregoing clause (a), in the event that the Additional Term Loan Commitments of any Class have expired or been terminated, the Applicable Percentage of any Additional Term Lender of such Class shall be determined on the basis of the outstanding Additional Term Loans of such Additional Term Lender with respect to such Class, giving effect to any assignments and to any Additional Term Lender’s status as a Defaulting Lender at the time of determination, and (y) the foregoing clause (b), in the event that the Revolving Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of such Revolving Lender attributable to its Revolving Credit Commitment ofwith respect to such Class, giving effect to any assignment thereofassignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.

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“Applicable Rate” means, for any day, with respect to:

“Applicable Rate” means, for any day, with respect to(a) any 2024 Refinancing Revolving Loan or Swing Line Loan, a rate per annum equal to (ai) 2.00% in the case of Term SOFR Loans and, (bii) 1.00% in the case of ABR Loans., (iii) 2.00% in the case of EURIBOR Loans and (iv) 2.00% in the case of €STR Loan; and

(b) any Amendment No. 2 Term Loans, (i) from the Amendment No. 2 Closing Date until the first Business Day immediately following the date of delivery to the Administrative Agent of a Compliance Certificate pursuant to Section 5.01(c) that, at the election of the Borrower, includes a calculation of Total Net Leverage Ratio, a rate per annum equal to (x) 2.75% in the case of Term SOFR Loans, and (y) 1.75% in the case of ABR Loans, and (ii) at any time thereafter, the applicable rate per annum set forth in the table below under the appropriate caption:

The Applicable Rate for Amendment No. 2 Term Loans shall be re-determined quarterly on the first Business Day immediately following the date of delivery to the Administrative Agent of a Compliance Certificate pursuant to Section 5.01(c); provided that if such Compliance Certificate (i) is not provided when due or (ii) is provided but does not include a calculation of the Total Net Leverage Ratio, the Applicable Rate for Amendment No. 2 Term Loans shall be set at the rate per annum set forth in the row titled, “Level I” in the table set forth in clause (b) above as of the first Business Day following the date on which the Compliance Certificate was required to be delivered until the date on which a Compliance Certificate is delivered pursuant to Section 5.01(c) that, at the election of the Borrower, includes a calculation of the Total Net Leverage Ratio, on which date, the Applicable Rate for Amendment No. 2 Term Loans shall be set at the rate per annum based upon the calculations disclosed by such Compliance Certificate.

“Applicable Revolving Credit Percentage” means, with respect to any Revolving Lender at any time, the percentage of the Total Revolving Credit Commitment at such time represented by such Revolving Lender’s Revolving Credit Commitments at such time; provided that for purposes of Section 2.21, when there is a Defaulting Lender, any such Defaulting Lender’s Revolving Credit Commitment shall be disregarded in the relevant calculations. In the event that (a) the Revolving Credit Commitments of any Class have expired or been terminated in accordance with the terms hereof (other than pursuant to Article VII), the Applicable Revolving Credit Percentage shall be recalculated without giving effect to the Revolving Credit Commitments of such Class or (b) the Revolving Credit Commitments of all Classes have terminated (or the Revolving Credit Commitments of any Class have terminated pursuant to Article VII), the Applicable Revolving Credit Percentage shall be determined based upon the Revolving Credit Commitments (or the Revolving Credit Commitments of such Class) most recently in effect, giving effect to any assignments thereof.

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“Approved Counterparty” shall mean (a) any Person that was the Administrative Agent, a Lender, an Arranger or an Affiliate of the Administrative Agent, an Arranger or a Lender (even if such Person ceases to be the Administrative Agent, a Lender, an Arranger or an Affiliate thereof under this Agreement for any reason) (i) at the time it entered into the applicable Hedge Agreement or agreement in respect of Banking Services, as applicable, in its capacity as a party thereto or (ii) in the case of any Hedge Agreement or agreement in respect of Banking Services, as applicable, existing on the Restatement Effective Date, on the Restatement Effective Date, (b) any other Person whose long term senior unsecured debt rating is A/A2 by S&P, Fitch or ▇▇▇▇▇’▇ (or their equivalent) or higher or (c) any other Person from time to time reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned).

“Approved Fund” means, with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender and controls such Lenders.

“Approved Member States” means Belgium, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.

“Arrangers” means GS, Banco Santander, S.A., New York Branch, Barclays Bank PLC, Citibank, N.A., Citizens Bank, National Association, and ▇▇▇▇▇ Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.

“Assignment Agreement” means, collectively, each Assignment and Assumption.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower.

“Available Amount” means, at any time, an amount equal to, without duplication:

(a) the sum of:

(i) the greater of $295,000,000462,500,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; plus

(ii) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from October 1, 2020 to the end of the most recent fiscal quarter for which financial statements have been provided (which amount shall not be less than zero); plus

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(iii) the amount of any capital contribution in respect of Qualified Capital Stock or the proceeds of any issuance of Qualified Capital Stock after the Existing 2026 Senior Notes Issue Date (other than any amounts (A) constituting a Cure Amount, an Available Excluded Contribution Amount or a Contribution Indebtedness Amount, (B) received from the Borrower or any Restricted Subsidiary or (C) consisting of the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)) received as Cash equity by the Borrower or any of its Restricted Subsidiaries, plus the fair market value, as reasonably determined by the Borrower, of Cash Equivalents, marketable securities or other property received by the Borrower or any Restricted Subsidiary as a capital contribution in respect of Qualified Capital Stock or in return for any issuance of Qualified Capital Stock (other than any amounts (x) constituting a Cure Amount, an Available Excluded Contribution Amount or a Contribution Indebtedness Amount or (y) received from the Borrower or any Restricted Subsidiary), in each case, during the period from and including the day immediately following the Existing 2026 Senior Notes Issue Date through and including such time; plus

(iv) the aggregate principal amount of any Indebtedness (including any Disqualified Capital Stock) of the Borrower or any Restricted Subsidiary issued after the Existing 2026 Senior Notes Issue Date (other than Indebtedness or such Disqualified Capital Stock issued to the Borrower or any Restricted Subsidiary), which has been converted into or exchanged for Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company that does not constitute Disqualified Capital Stock, together with the fair market value of any Cash Equivalents and the fair market value (as reasonably determined by the Borrower) of any assets received by the Borrower or such Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the Existing 2026 Senior Notes Issue Date through and including such time; plus

(v) the net proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Existing 2026 Senior Notes Issue Date through and including such time in connection with the Disposition to any Person (other than the Borrower or any Restricted Subsidiary) of any Investment made pursuant to Section 6.06(r)(i); plus

(vi) to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment (pursuant to the definition thereof), the proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Existing 2026 Senior Notes Issue Date through and including such time in connection with cash returns, cash profits, cash distributions and similar cash amounts, including cash principal repayments and interest payments of loans, in each case received in respect of any Investment made after the Existing 2026 Senior Notes Issue Date pursuant to Section 6.06(r)(i); plus

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(vii) an amount equal to the sum of (A) the amount of any Investments by the Borrower or any Restricted Subsidiary pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such Investment) that has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary and (B) the fair market value (as reasonably determined by the Borrower) of the assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed (in an amount not to exceed the original amount of the Investment in such Unrestricted Subsidiary) to the Borrower or any Restricted Subsidiary, in each case, during the period from and including the day immediately following the Existing 2026 Senior Notes Issue Date through and including such time; minusplus

(viii) the aggregate amount of all Retained Declined Proceeds through and including such time; minus

(b) an amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii)(A), plus (ii) Restricted Debt Payments made pursuant to Section 6.04(b)(vi)(A), plus (iii) Investments made pursuant to Section 6.06(r)(i), in each case, after the Existing 2026 Senior Notes Issue Date and prior to such time or contemporaneously therewith.

“Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as reasonably determined by the Borrower, but excluding any Cure Amount and/or any Contribution Indebtedness Amount) received by the Borrower or any of its Restricted Subsidiaries after the Restatement Effective Date from:

(a) contributions in respect of Qualified Capital Stock of the Borrower (other than any amount received from any Restricted Subsidiary of the Borrower), and

(b) the sale of Qualified Capital Stock of the Borrower (other than (x) to any Restricted Subsidiary of the Borrower, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or (z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)),

in each case, designated as an Available Excluded Contribution Amount pursuant to a certificate of a Responsible Officer on or promptly after the date on which the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.14.

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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Banking Services” means each and any of the following bank services: commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, settlement services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, settlement, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts.

“Banking Services Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) under any arrangement between any Loan Party and any Approved Counterparty in connection with Banking Services and that have been designated to the Administrative Agent in writing by the Borrower as being Banking Services Obligations for the purposes of the Loan Documents; it being understood that each counterparty shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article VIII, Section 9.03 and Section 9.10 and any applicable Intercreditor Agreement as if it were a Lender.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as it has been, or may be, amended, from time to time.

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Referenceeach Relevant Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Referencea Relevant Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.

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“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loans denominated in a currency other than Dollars, “Benchmark Replacement” shall mean the alternative set forth in clause (b) below:

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(a) for purposes of clause (a) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(ii) the spread adjustment (which may be a positive or negative value or zero) for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(b) for purposes of clause (b) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;

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provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the

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administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“BHC Act Affiliate” has the meaning assigned to such term in Section 9.24(b).

“BIN” means the unique 6-digit number assigned by Visa Inc. and used to identify processors, acquirers, issuers and other financial institutions involved in Visa Inc. card transaction authorization, clearing, or settlement processing.

“Board of Directors” means the board of directors of Shift4 Payments, as managing member of the Borrower or the governing body of any successor managing member of the Borrower, if any.

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“Bona Fide Debt Fund” means, with respect to any Company Competitor or any Affiliate thereof, any debt fund, investment vehicle, regulated bank entity or unregulated lending entity (in each case, other than any Disqualified Lending Institution) that is (i) primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes and (ii) managed, sponsored or advised by any Person that is controlling, controlled by or under common control with the relevant Company Competitor or Affiliate thereof, but only to the extent that no personnel involved with the investment in the relevant Company Competitor or its Affiliates, or the management, control or operation thereof, (A) makes (or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of the investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entity or (B) has access to any information (other than information that is publicly available) relating to the Borrower and/or any entity that forms part of its business (including any of its respective subsidiaries).

“Borrower” has the meaning assigned to such term in the recitals to this Agreement.

“Borrower Materials” has the meaning assigned to such term in Section 9.01(d).

“Borrowing” means any Loans of the same Type and Class made, converted or continued on the same date and, in the case of Term SOFRBenchmark Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form attached hereto as Exhibit B or such other form that is reasonably acceptable to the Administrative Agent and the Borrower.

“Bridge Facilities” means, collectively or individually as the context may require, the Senior Secured Bridge Facility and the Senior Unsecured Bridge Facility, which, for the avoidance of doubt, may be incurred on or prior to the consummation of the Amendment No. 1 Offer.

“Burdensome Agreement” has the meaning assigned to such term in Section 6.05.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that in addition to the foregoing, when used in connection with (a) a Term SOFR Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day, (b) a Term Benchmark Loan denominated in Euros and in relation to the calculation or computation of EURIBOR, the term “Business Day” shall also exclude any day which is not a TARGET Day and (c) a Swing Line Loan and in relation to the calculation or computation of €STR, the term “Business Day” shall also exclude (x) any day on which banks are not open for general business in London, England and (y) any day which is not a TARGET Day; provided, further that solely as such day relates to any interest rate settings as to a Loan denominated in an Alternative Currency other than Euros, any fundings, disbursements, settlements or payments in such Alternative Currency, or any other dealings in such Alternative Currency to be carried out pursuant to this Agreement in respect of any such Loan, means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

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“Business Facility” means any sales office or distribution, co-location or equipment facility center or warehouse operated, or to be operated, by the Borrower and/or any Restricted Subsidiary.

“Business Optimization Initiative” has the meaning assigned to such term in the definition of “Pro Forma Basis.”

“Capital Lease Obligations” means an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842).”

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding, for the avoidance of doubt, any Indebtedness convertible into or exchangeable for any of the foregoing.

“Capital Stock Equivalents” means all securities convertible into or exchangeable for Capital Stock and all warrants, options or other rights to purchase or subscribe for any Capital Stock, whether or not presently convertible, exchangeable or exercisable.

“Captive Insurance Subsidiary” means any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Cash” means money, currency or a credit balance in any Deposit Account, in each case determined in accordance with GAAP.

“Cash Equivalents” means, as at any date of determination:

(a) securities issued or fully guaranteed or insured by the federal government of the United States, the United Kingdom, Switzerland, any other member state of the European Union, any Approved Member State or any agency or sponsored entity of the foregoing maturing within 365 days of the date of acquisition thereof;

(b) time deposit accounts, certificates of deposit, eurocurrency time deposits, overnight bank deposits, money market deposits and bankers’ acceptances maturing within 365 days of the date of acquisition thereof and issued by a bank or trust company organized under the laws of the United States, any state thereof, the District of Columbia, Switzerland, any other member state of the European Union, the United Kingdom, any non-U.S. bank, or its branches or agencies (fully protected against currency fluctuations) that, at the time of acquisition, is rated at least “A-2” by S&P, “F-2” by Fitch or “P-2” by Moody’s (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)) or the “R-2” category by the Dominion Bond Rating Service Limited;

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(c) shares of any money market fund that (i) has at least 95.095% of its assets invested continuously in the types of investments referred to in clauses (a), (b) and (f) of this definition, (ii) has net assets that exceed $500.0 million and (iii) is rated at least “A-2” by S&P, “F-2” by Fitch or “P-2” by Moody’s;

(d) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $250.0 million for direct obligations issued by or fully guaranteed or insured by the United States government or any agency or instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100.0100% of the amount of the repurchase obligations;

(e) commercial paper issued by a corporation (other than an Affiliate of the Borrower) with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to ▇▇▇▇▇’▇, “F-2” (or higher) according to Fitch or “A-2” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)) or in the “R-2” category by the Dominion Bond Rating Service Limited; and

(f) direct obligations (or certificates representing an ownership interest in such obligations) of the federal government of the United States, any state of the United States or the District of Columbia, Switzerland, any Approved Member State or any political subdivision or instrumentality thereof (including any agency or instrumentality thereof) maturing within 365 days of the date of acquisition thereof, provided that at the time of acquisition the long-term debt of such state, province or political subdivision is rated, in the case of a state of the United States, one of the two highest ratings from Moody’s, ▇▇▇▇▇ or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), or the “R-2” category by the Dominion Bond Rating Service Limited;

provided, that, to the extent any cash is generated through operations in a jurisdiction outside the United States, Switzerland or an Approved Member State, such cash may be retained and invested in obligations of the type described in clauses (a), (b) and (e) of this definition to the extent that such are customarily used in such other jurisdiction for short-term cash management purposes.

“Casualty Event” means any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any expropriation, condemnation or other taking (including by any governmental authority) of, any property of the Borrower or any Restricted Subsidiary. “Casualty Event” shall include but not be limited to any taking of all or any part of any real property of any person or any part thereof, in or by expropriation, condemnation or other eminent domain proceedings pursuant to any requirement of law, or by reason of the temporary requisition of the use or occupancy of all or any part of any real property of any person or any part thereof by any governmental authority, civil or military, or any settlement in lieu thereof.

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“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” means (a) any direct or indirect Domestic Subsidiary that has no material assets other than the Capital Stock or Indebtedness of one or more Foreign Subsidiaries and/or CFCs and (b) any direct or indirect Domestic Subsidiary that has no material assets other than the Capital Stock or Indebtedness of one or more Persons of the type described in the immediately preceding clause (a).

“Change in Law” means (a) the adoption of any law, treaty, rule or regulation after the Restatement Effective Date, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Restatement Effective Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or such Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Effective Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Restatement Effective Date). For purposes of this definition and Section 2.15, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than a Permitted Holder, becomes (including as a result of a merger, consolidation or amalgamation) the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock (other than Disqualified Capital Stock) of Shift4 Payments (for purposes of this clause (a), such person or group shall be deemed to beneficially own any voting stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the voting stock of such parent corporation); provided, that any transaction in which Shift4 Payments becomes a subsidiary of another person will not constitute a Change of Control unless more than 50% of the total voting power of the voting stock (other than Disqualified Capital Stock) of such person is beneficially owned, directly or indirectly, by another person or group (other than a Permitted Holder); or

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(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly (other than by way of merger, consolidation or amalgamation) of all or substantially all the property of the Borrower and the Restricted Subsidiaries, considered as a whole to a Person (other than one or more Permitted Holders and other than a disposition of such property as an entirety or virtually as an entirety to one or more Restricted Subsidiaries), shall have occurred.

“Charge” means any fee, loss, charge, expense, cost, accrual or reserve of any kind.

“Charged Amounts” has the meaning assigned to such term in Section 9.19.

“Citizens” means Citizens Bank, N.A.

“Class,” when used with respect to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Additional Term Loans of any series established as a separate “Class” pursuant to Section 2.22 or 2024 Refinancing Revolving Loans or Additional Revolving Loans of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(ii), (b) any Commitment, refers to whether such Commitment is an Additional Term Loan Commitment of any series established as a separate “Class” pursuant to Section 2.22 or a 2024 Refinancing Revolving Credit Commitment or an Additional Revolving Credit Commitment of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(ii), (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class and (d) any Revolving Credit Exposure, refers to whether such Revolving Credit Exposure is attributable to a Revolving Credit Commitment of a particular Class.

“Closing Date” means the Original Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means any and all property of any Loan Party, subject (or purported to be subject) to a Lien under any Collateral Document and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to a Lien pursuant to any Collateral Document to secure the Secured Obligations. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Asset.

“Collateral and Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or any other Loan Document and the terms of any applicable Intercreditor Agreement and (y) the time periods (and extensions thereof) set forth in Section 5.12, the requirement that:

(a) the Administrative Agent shall have received in the case of any Restricted Subsidiary that is required to become a Loan Party after the Closing Date (including by ceasing to be an Excluded Subsidiary):

(i) (A) a Joinder Agreement, (B) if the respective Restricted Subsidiary required to comply with the requirements set forth in this definition pursuant to Section 5.12 owns registrations of or applications for U.S. Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement in substantially the form attached as Exhibit C hereto, (C) a completed Perfection Certificate, (D) Uniform Commercial Code financing statements in appropriate form for filing in such jurisdictions as the Administrative Agent may reasonably request and (E) an executed joinder to any applicable Intercreditor Agreement in substantially the form attached as an exhibit thereto; and

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(ii) each item of Collateral that such Restricted Subsidiary is required to deliver under Section 4.02 of the Security Agreement (which, for the avoidance of doubt, shall be delivered within the applicable time period set forth in Section 5.12(a)); and.

(b) [reserved].

“Collateral Documents” means, collectively, (i) the Security Agreement, (ii) each Intellectual Property Security Agreement, (iii) any supplement to any of the foregoing delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement,” (iv) the Perfection Certificate (including any Perfection Certificate delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement”) and (v) each of the other instruments and documents pursuant to which any Loan Party grants (or purports to grant) a Lien on any Collateral as security for payment of the Secured Obligations.

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by the Borrower or any of its subsidiaries in the ordinary course of business of such Person.

“Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC.

“Commitment” means, with respect to each Lender, such ▇▇▇▇▇▇’s 2024 Refinancing Revolving Credit Commitment and Additional, Amendment No. 2 Term Loan Commitment, Additional Term Loan Commitment, Term Commitment, Additional Commitment, and with respect to the Swing Line Lender, such Lender’s Swing Line Commitment, as applicable, in effect as of such time.

“Commitment Fee Rate” means, on any date (a) with respect to the 2024 Refinancing Revolving Credit Commitments, a rate per annum equal to 0.25%, and (b) with respect to Additional Revolving Credit Commitments of any Class, the rate or rates per annum specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment.

“Commitment Letter” means that certain Amended and Restated Commitment Letter, dated as of March 18, 2025, by and among (i) the Borrower and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Citigroup Global Markets Inc., ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, Banco Santander, S.A., New York Branch, Barclays Bank PLC and Citizens Bank, N.A. (and, with respect to the entities set forth in clause (ii), certain affiliated entities), as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

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“Commitment Parties” has the meaning set forth in the Commitment Letter.

“Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Company Competitor” means any competitor of the Borrower and/or any of its subsidiaries.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit D.

“Confidential Information” has the meaning assigned to such term in Section 9.13.

“Conforming Changes” means, with respect to the use or administration of Term SOFR, EURIBOR, or €STR as applicable, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Adjusted EBITDA” means, with respect to any Person on a consolidated basis for any period, the sum of:

(a) Consolidated Net Income for such period; plus

(b) without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted for:

(i) Consolidated Interest Expense for such period;

(ii) the amortization expense of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;

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(iii) the depreciation expense of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;

(iv) the tax expense of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;

(v) non-recurring items, unusual or infrequent charges or expenses, severance, relocation costs or expenses, other business optimization expenses (including costs and expenses relating to business optimization programs), restructuring costs and integration costs incurred in connection with any transaction (including the Globetrotter Transactions, any permitted Change of Control and any other acquisition or investments, new systems design and implementation costs, project start-up costs, restructuring charges or reserve and costs related to the closure and/or consolidation of facilities and one-time costs associated with the Initial Public Offering;

(vi) to the extent covered by insurance and actually reimbursed or, so long as the Borrower has made a good faith determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and (y) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), losses and expenses with respect to Casualty Events or business interruption;

(vii) the aggregate amount of all other non-cash Charges reducing Consolidated Net Income (excluding any non-cash Charge that results in an accrual of a reserve for cash charges in any future period) for such period, including the excess of GAAP rent expense over actual cash rent paid during such period due to the use of straight line rent for GAAP purposes (provided that to the extent that any such non-cash Charge represents an accrual or reserve for any potential cash item in any future period, (A) such Person may elect not to add back such non-cash Charge in the current period and (B) to the extent such Person elects to add back such non-cash Charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such extent);

(viii) the amount of net income (loss) attributable to non-controlling interests deducted (and not added back) in computing Consolidated Net Income;

(ix) Management Fees paid in compliance with Section 6.04;

(x) any earn-out and contingent consideration obligation (including to the extent accounted for as a bonus, compensation or otherwise) incurred in connection with any acquisition and/or other Investment permitted under Section 6.06 which is paid or accrued during such period and in connection with any similar acquisition or other Investment completed prior to the Restatement Effective Date and, in each case, adjustments thereof;

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(xi) any Charge or deduction that is associated with any Restricted Subsidiary and attributable to any non-controlling interest and/or minority interest of any third party;

(xii) any Charge attributable to the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening (including of any Business Facility), including the following: any inventory optimization program and/or any curtailment, any business optimization Charge, any Charge relating to the destruction of equipment, any restructuring and integration Charge (including any Charge relating to any tax restructuring, Change of Control, the Globetrotter Transactions and any other permitted acquisitions and investments), any Charge relating to the closure or consolidation of any facility, including any Business Facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation Charge, any severance Charge, any Charge relating to entry into a new market, any Charge relating to any strategic initiative, any signing Charge, any Charge relating to any retention or completion bonus, any expansion and/or relocation Charge, any Charge associated with any modification to any pension and post-retirement employee benefit plan, any software or intellectual property development Charge, any Charge associated with new systems design, any implementation Charge, any project startup Charge, any Charge in connection with new operations, any Charge in connection with unused warehouse space, any Charge relating to a new contract, any consulting Charge, or any corporate development Charge and/or any Charge incurred in connection with non-recurring product development;

(xiii) any Charge incurred or accrued in connection with any single or one-time event, including (A) in connection with the opening, consolidation, closing or reconfiguration of any facility and/or (B) any one-time consulting cost; and

(xiv) the annualized amount of net cost savings, operating expense reductions and synergies reasonably projected by the Borrower in good faith to be realized as a result of specified actions (x) taken since the beginning of such period in respect of which Consolidated Adjusted EBITDA is being determined or (y) initiated prior to or during such period (in each case, which cost savings shall be added to Consolidated Adjusted EBITDA until fully realized, but in no event for more than eighttwelve fiscal quarters) (calculated on a pro forma basis as though such annualized cost savings, operating expense reductions and synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period from such actions; provided that (I) such cost savings, operating expense reductions and synergies are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Borrower, and (II) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xiv) to the extent duplicative of any expenses or charges otherwise added to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further that the aggregate amount added

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to Consolidated Adjusted EBITDA pursuant to this clause (xiv) and clause (xvi) below shall not exceed in the aggregate 30.030% of Consolidated Adjusted EBITDA for any such period, in each case, determied on a Pro Forma Basis (after giving effect to such addbacks); provided, further that projected (and not yet realized) amounts may no longer be added in calculating Consolidated Adjusted EBITDA pursuant to this clause (xiv) to the extent occurring more than 2436 months after the specified action taken or initiated in order to realize such projected cost savings, operating expense reductions and synergies; minus

(xv) addbacks set forth in any quality of earnings report prepared by an accounting firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) in connection with a Permitted Acquisition, permitted Investment or Change of Control; and

(xvi) the amount of incremental contract value of such Person and its Subsidiaries that such Person in good faith reasonably believes would have been realized or achieved as Consolidated Adjusted EBITDA from the entry into (and performance under) binding and effective new agreements with new contract counterparties or, if generating incremental contract value, new agreements (or amendments to existing agreements) with existing contract counterparties, and including milestone related adjustments effectuated in such contracts without the need for amendment (“New Contracts”) during the relevant Test Period had such New Contracts been effective and had performance thereunder commenced as of the beginning of the relevant Test Period (including, without limitation, such incremental contract value attributable to New Contracts that are in excess of (but without duplication of) contract value attributable to New Contracts that has been actually realized as Consolidated Adjusted EBITDA during such Test Period) as long as such incremental contract value is reasonably identifiable and factually supportable and such New Contracts were in effect at any time during such Test Period; provided that, such incremental contract value shall be subject only to certification by a Responsible Officer of the Borrower and shall be calculated on a Pro Forma Basis as though the full run rate effect of such incremental contract value had been realized as Consolidated Adjusted EBITDA on the first day of such period; provided further, that for purposes of calculating Consolidated Adjusted EBITDA for any Test Period, the addback in this clause (xvi) and clause (xiv) above shall be limited to 30% of Consolidated Adjusted EBITDA for such Test Period, in each case, determined on a Pro Forma Basis (after giving effect to such addbacks); minus

(c) (i) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period and (ii) interest income;

provided that Consolidated Adjusted EBITDA shall exclude (A) earnings or losses resulting from any reappraisal, revaluation or write-up or write-down of assets, (B) non-recurring, unusual or infrequent gains and (C) any gain or loss relating to cancellation or extinguishment of Indebtedness.

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Notwithstanding the foregoing clause (a) and (b), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute Consolidated Adjusted EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.

For purposes of determining Consolidated Adjusted EBITDA for any period that includes any of the fiscal quarters ended June 30, 2024, September 30, 2024, December 31, 2024 and March 31, 2025, Consolidated Adjusted EBITDA for such fiscal quarters shall be $205,280,000, $247,280,000, $257,750,000 and $215,420,000, respectively, in each case, as may be subject to any adjustment on a Pro Forma Basis for the applicable Test Period with respect to any transactions occurring after the Amendment No. 1 Effective Date.

“Consolidated Cash Interest Expense” means, for any period, the sum of the Consolidated Interest Expense paid or payable in cash (which shall be calculated net of cash interest income) of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio for the most recently ended Test Period of (a) Consolidated Adjusted EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period, in each case, of the Borrower and its Restricted Subsidiaries on a consolidated basis.

“Consolidated Fixed Charges” means, for any period, the sum, without duplication, of (a) Consolidated Cash Interest Expense of the Borrower and its Restricted Subsidiaries, plus (b) any cash dividend paid or payable in respect of Preferred Stock or Disqualified Capital Stock during such period other than to the Borrower (excluding in respect of Preferred Stock of the Borrower solely for purposes of calculating “Consolidated Adjusted EBITDA”).

Notwithstanding anything to the contrary in the foregoing, any cash dividend paid or payable in respect of Amendment No. 1Globetrotter Specified Indebtedness (excluding any series A mandatory convertible Preferred Stock issued prior to the closing of the Amendment No. 1Globetrotter Acquisition to the extent such series A mandatory convertible Preferred Stock remains outstanding on and after the Amendment No. 1Globetrotter Acquisition is consummated) that is incurred or issued prior to the closing of the Amendment No. 1Globetrotter Acquisition shall not constitute Consolidated Fixed Charges unless and until the Amendment No. 1Globetrotter Offer is consummated or the Amendment No. 1Globetrotter Transaction Agreement is terminated and such Amendment No. 1Globetrotter Specified Indebtedness is incurred or assumed by the Borrower or any Restricted Subsidiary (or, for the purposes of clause (b) above, the Parent Company) (and, for the avoidance of doubt, upon the consummation of the Amendment No. 1Globetrotter Acquisition or the termination of the Amendment No. 1Globetrotter Transaction Agreement, any cash dividend paid or payable in respect of such Amendment No. 1Globetrotter Specified Indebtedness shall be calculated in accordance with Section 1.10(b)).

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“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of the total consolidated interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a) imputed interest on Capital Lease Obligations of the Borrower and its Restricted Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by the Borrower or any of its Restricted Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by the Borrower or any of its Restricted Subsidiaries during such period;

(d) all interest paid or payable with respect to discontinued operations of the Borrower or any of its Restricted Subsidiaries for such period;

(e) the interest portion of any deferred payment obligations of the Borrower or any of its Restricted Subsidiaries for such period; and

(f) any net losses or obligations arising from any Hedge Agreement and/or other derivative financial instrument issued by such Person for the benefit of such Person or its subsidiaries.

Notwithstanding anything to the contrary in the foregoing, interest in respect of Amendment No. 1Globetrotter Specified Indebtedness that is incurred or issued prior to the closing of the Amendment No. 1Globetrotter Acquisition shall not constitute Consolidated Interest Expense unless and until the Amendment No. 1Globetrotter Offer is consummated or the Amendment No. 1Globetrotter Transaction Agreement is terminated and such Amendment No. 1Globetrotter Specified Indebtedness is incurred or assumed by the Borrower or any Restricted Subsidiary (and, for the avoidance of doubt, upon the consummation of the Amendment No. 1Globetrotter Acquisition or the Amendment No. 1Globetrotter Transaction Agreement is terminated, interest in respect of such Amendment No. 1Globetrotter Specified Indebtedness shall be calculated in accordance with Section 1.10(b)).

“Consolidated Net Income” means, in respect of any period and as determined for any Person (the “Subject Person”) on a consolidated basis, an amount equal to the sum of net income (loss), determined in accordance with GAAP of such Subject Person and its Restricted Subsidiaries, but excluding:

(a) any net income (loss) of any person (other than the Subject Person) if such person is not a Restricted Subsidiary, except that,

(i) subject to the exclusion contained in clause (c) below, equity of the Borrower and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below), and

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(ii) equity of the Borrower and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to a prohibition, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Borrower, to the extent of such prohibition, except that:

(i) subject to the exclusion contained in clause (c) below, equity of the Borrower and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause (b)), and

(ii) equity of the Borrower and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

(c) any gain or loss realized upon the sale or other disposition of any property of the Borrower or any of its Restricted Subsidiaries (including pursuant to any Sale and Lease-Back Transaction) that is not sold or otherwise disposed of in the ordinary course of business (provided that sales or other dispositions of assets in connection with any permitted receivables facility shall be deemed to be in the ordinary course),

(d) any extraordinary gain or loss, any non-recurring or unusual item, transaction fees, costs and expenses incurred in connection with any contemplated investments, acquisitions (including the Globetrotter Acquisition), dispositions, and mergers, and any charge associated with and/or payment of any actual or prospective legal settlement, fine, judgment or order,

(e) the cumulative effect of a change in accounting principles,

(f) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Borrower or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holders only for Qualified Capital Stock of the Borrower or any Parent Company,

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(g) any unrealized gain or loss resulting in such period from Hedging Obligations (other than any unrealized gains or losses resulting from foreign currency re-measurement hedging activities),

(h) premiums, fees, discounts, expenses and losses payable by the Borrower in such period in connection with any redemption or tender offer of Indebtedness permitted hereunder, any acquisition, disposition, Investment, repayment of Indebtedness, issuance of Capital Stock or Capital Stock Equivalents, financing, recapitalization or the incurrence of Indebtedness permitted hereunder,

(i) the effects of adjustments in the property, plant and equipment, inventories, goodwill, intangible assets and debt line items in the Borrower’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any acquisition or the amortization or write-off of any amounts thereof, net of taxes, and

(j) any net gain or Charge with respect to (i) any disposed, abandoned, divested and/or discontinued asset, property or operation (other than, at the option of the Borrower, any asset, property or operation pending the disposal, abandonment, divestiture and/or termination thereof), (ii) any disposal, abandonment, divestiture and/or discontinuation of any asset, property or operation (other than, at the option of such Person, relating to assets or properties held for sale or pending the divestiture or termination thereof) and/or (iii) any facility that has been closed during such period.

Notwithstanding the foregoing, for purposes of Section 6.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of property from Unrestricted Subsidiaries to the Borrower or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments or Restricted Debt Payments permitted under such section pursuant to the definition of “Excess Cash Flow” or pursuant to clause (a)(ii) of the definition of “Available Amount.”

“Consolidated Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that (a) is secured by a Lien on the Collateral and (b) without duplication, consists of Capital Lease Obligations and/or purchase money Indebtedness, in each case, that is secured by a Lien on the Collateral.

“Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date.

“Consolidated Total Debt” means, as to any Person at any date of determination, in each case, to the extent constituting Indebtedness, the aggregate principal amount of all Indebtedness for borrowed money (including LC Disbursements that have not been reimbursed within three Business Days and the outstanding principal balance of all Indebtedness for borrowed money of such Person represented by notes, bonds and similar instruments and excluding, for the avoidance of doubt, undrawn letters of credit) and Capital Lease Obligations and purchase money Indebtedness, as such amount may be adjusted to reflect the effect (as determined by the Borrower

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in good faith) of any Hedge Agreement entered into in respect of the currency exchange risk relating to such debt for borrowed money, calculated on a mark-to-market basis; provided that “Consolidated Total Debt” shall be calculated excluding (i) any obligation, liability or indebtedness of such Person if, upon or prior to the maturity thereof, such Person has irrevocably deposited with the proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or indebtedness and (ii) any obligation, liability or indebtedness under any intercompany obligation, liability or indebtedness among any of the Borrower and/or the Restricted Subsidiaries. Notwithstanding anything to the contrary in the foregoing, Amendment No. 1Globetrotter Specified Indebtedness that is incurred or issued prior to the closing of the Amendment No. 1Globetrotter Acquisition shall not constitute Consolidated Total Debt unless and until the Amendment No. 1Globetrotter Offer is consummated and such Amendment No. 1Globetrotter Specified Indebtedness is incurred or assumed by the Borrower or any Restricted Subsidiary (and, for the avoidance of doubt, upon the consummation of the Amendment No. 1Globetrotter Acquisition, the amount of Consolidated Total Debt in respect of Amendment No. 1Globetrotter Specified Indebtedness shall be calculated in accordance with Section 1.10(b)).

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date, excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including (for purposes of both clauses (a) and (b)) current and long-term deferred revenue but excluding (for purposes of both clauses (a) and (b) above, as applicable), without duplication, (i) the current portion of any Indebtedness for borrowed money of the Borrower or its Restricted Subsidiaries, (ii) the current portion of any Indebtedness consisting of Additional Term Loans, any Revolving Loan or any Additional Revolving Loans, (iii) the current portion of interest, (iv) the current portion of current and deferred income taxes, (v) any other liabilities that are not Indebtedness and will not be settled in cash or Cash Equivalents during the next succeeding twelve month period after such date, (vi) the effects from applying recapitalization or purchase accounting, (vii) any unpaid earn out obligations and (viii) any asset or liability in respect of net obligations of such Person in respect of Hedge Agreements entered into in the ordinary course of business; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by the Borrower and the Restricted Subsidiaries shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net Income” and (III) any changes in current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other derivative obligations, (y) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method accounting.

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“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contribution Indebtedness Amount” has the meaning assigned to such term in Section 6.01(r).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Convertible Notes” means, collectively, (i) that certain 0.00% Intercompany Convertible Senior Note due 2025, dated as of December 7, 2020, by and between the Borrower and Shift4 Payments, in an aggregate principal amount of $690,000,000 and (ii) that certain 0.50% Intercompany Convertible Senior Note due 2027, dated as of July 26, 2021, by and between the Borrower and Shift4 Payments, in an aggregate principal amount of $632,500,000.

“Copyright” means the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright laws, whether published or unpublished, copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” has the meaning assigned to such term in Section 9.24(b).

“Covered Party” has the meaning assigned to such term in Section 9.24(a).

“Credit Extension” means each of (i) the making of a Revolving Loan (other than any Letter of Credit Reimbursement Loan) or Term Loan or (ii) the issuance, amendment, modification or extension of any Letter of Credit (other than any such amendment, modification or extension that does not increase the Stated Amount of the relevant Letter of Credit).

“Credit Facilities” means the Revolving Facility and any Term Facility.

“Cure Amount” has the meaning assigned to such term in Section 6.15(b).

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“Cure Right” has the meaning assigned to such term in Section 6.15(b).

“Customary Bridge Loans” means customary bridge loans (other than investment grade- style 364 day bridge loans) with a maturity date of not longer than one year which automatically (or subject to customary conditions) converts or exchanges for long term Indebtedness upon maturity; provided that (a) any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces such bridge loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then-existing Revolving Loans and (b) the final maturity date of any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces such bridge loans is not earlier than the Latest Revolving Credit Maturity Date on the date of the issuance or incurrence thereof.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion after giving due consideration to any evolving or then-prevailing market convention for establishing such a convention.

“Debt FX Hedge” means any Hedge Agreement entered into for the purpose of hedging currency-related risks in respect of any Indebtedness of the type described in the definition of “Consolidated Total Debt.”

“Debt Incurrence Prepayment Event” means the incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness that is prohibited pursuant to Section 6.01 (and not otherwise permitted by the Required Lenders pursuant to Section 9.02).

“Debtor Relief Laws” means the Bankruptcy Code of the U.S., and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the U.S. or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition which upon notice, lapse of time or both would become an Event of Default.

“Default Right” has the meaning assigned to such term in Section 9.24(a).

“Defaulting Lender” means any Person that has (a) defaulted in (or is otherwise unable to perform) its obligations under this Agreement, including its obligations (x) to make a Loan within two Business Days of the date required to be made by it hereunder or (y) to fund its participation in a Letter of Credit or Swing Line Loan required to be funded by it hereunder within two Business Days of the date such obligation arose or such Loan or Letter of Credit or Swing Line Loan was required to be made or funded, unless, in the case of subclause (x) above, such Person

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notifies the Administrative Agent in writing that such failure is the result of such Person’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) notified the Administrative Agent, any Issuing Bank, the Swing Line Lender or the Borrower in writing that it does not intend to satisfy or perform any such obligation or has made a public statement to the effect that it does not intend to comply with its funding or other obligations under this Agreement or under agreements in which it commits to extend credit generally, (c) failed, within two Business Days after the request of the Administrative Agent or the Borrower, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit or Swing Line Loans; provided that such Person shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, (d) become (or any parent company thereof has become) insolvent or been determined by any Governmental Authority having regulatory authority over such Person or its assets, to be insolvent, or the assets or management of which has been taken over by any Governmental Authority or (e) (i) become (or any parent company thereof has become) either the subject of (A) a bankruptcy or insolvency proceeding or (B) a Bail-In Action, (ii) has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or (iii) has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment, unless in the case of any Person subject to this clause (e), the Borrower and the Administrative Agent have each determined that such Person intends, and has all approvals required to enable it (in form and substance satisfactory to the Borrower and the Administrative Agent), to continue to perform its obligations hereunder; provided that no Person shall be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in such Lender or its parent by any Governmental Authority; provided, further that such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement to which such Person is a party.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Borrower or its subsidiaries shall be a Derivative Transaction.

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“Designated Non-Cash Consideration” means the fair market value (as determined by the Borrower in good faith) of non-Cash consideration received by the Borrower or any Restricted Subsidiary in connection with any Disposition pursuant to Section 6.07(h) and/or Section 6.08 that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the amount of Cash or Cash Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to Cash or Cash Equivalents).

“Designation Certificate” has the meaning assigned to such term in Section 5.10(c).

“DEX” means the “Direct Exchange” provided by Visa Inc. to VisaNet processors enabling those processors to link directly into the VisaNet system, through which Visa Inc. card transaction authorization, clearing and settlement takes place.

“Discover” means Discover Financial Services and its subsidiaries, and their respective successors and assigns.

“Disposition” or “Dispose” means the sale, lease, sublease or other disposition of any property of any Person (excluding, for the avoidance of doubt, any issuance or sale of Capital Stock of the Borrower).

“Disposition Prepayment Event” means any sale, transfer or other Disposition of any property or asset of the Borrower or any Restricted Subsidiary pursuant to Section 6.07(h) (or series of related Dispositions in respect thereof) resulting in Net Proceeds exceeding the greater of (x) $231,250,000 and (y) 25% of Consolidated Adjusted EBITDA for the Test Period most recently ended on or prior to the date of determination (measured as of the date such determination based upon the financial statements most recently delivered on or prior to such date pursuant to Section 5.01(a) or (b)) per transaction or series of related transactions; provided, that, for the avoidance of doubt, only Net Proceeds in excess of such amount shall be subject to the mandatory prepayment provisions set forth in Section 2.11(b)(ii).

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any

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Capital Stock that would constitute Disqualified Capital Stock, in each case at any time on or prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued, (c) contains any mandatory repurchase obligation or any other repurchase obligation at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, which may come into effect prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such repurchase obligation is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date shall constitute Disqualified Capital Stock) or (d) provides for the scheduled payments of dividends in Cash on or prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any change of control, a public offering of Capital Stock or any Disposition occurring prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the Termination Date.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of the Borrower or any Restricted Subsidiary, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower (or any Parent Company or any subsidiary) shall be considered Disqualified Capital Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” means:

(a) (i) any Person identified in writing to the Lenders (if on or prior to the Restatement Effective Date) or to the Administrative Agent and consented to by the Administrative Agent (if after the Restatement Effective Date) including, for avoidance of doubt, the list delivered to the Administrative Agent on February 14, 2025 which, for the avoidance of doubt, has been consented to (such consent not to be unreasonably withheld, conditioned or delayed), (ii) any Affiliate of any Person described in clause (i) above that is reasonably identifiable as an Affiliate of such Person on the basis of such Affiliate’s name and (iii) any other Affiliate of any Person described in clauses (i), and/or (ii) above that is identified in a written notice to the Lenders (if prior to the Restatement Effective Date) or the Administrative Agent (if after the Restatement Effective Date) (each such person described in clauses (i) through (iii) above, a “Disqualified Lending Institution”); and

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(b) (i) any Person that is or becomes a Company Competitor and/or any Affiliate of any Company Competitor (other than any Affiliate that is a Bona Fide Debt Fund) and is identified as such in writing to the Lenders (if prior to the Restatement Effective Date) or the Administrative Agent (if after the Restatement Effective Date), (ii) any Affiliate of any Person described in clause (i) above (other than any Affiliate that is a Bona Fide Debt Fund) that is reasonably identifiable as an Affiliate of such person on the basis of such Affiliate’s name and (iii) any other Affiliate of any Person described in clauses (i) and/or (ii) above that is identified in a written notice to the Lenders (if prior to the Restatement Effective Date) or to the Administrative Agent (if after the Restatement Effective Date)) (it being understood and agreed that no Bona Fide Debt Fund may be designated as a Disqualified Institution pursuant to this clause (iii));

it being understood and agreed that no written notice delivered pursuant to clauses (a)(iii), (b)(i) and/or (b)(iii) above shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any Loans.

“Disqualified Lending Institution” has the meaning assigned to such term in the definition of “Disqualified Institution.”

“Disqualified Person” has the meaning assigned to such term in Section 9.05(f)(ii).

“Disregarded Domestic Person” means any direct or indirect Domestic Subsidiary that (a) did not become a subsidiary of the Borrower until after the Closing Date, (b) is not a CFC Holdco, (c) is treated as a disregarded entity for U.S. federal income tax purposes and (d) holds (directly or through another Disregarded Domestic Person) equity in one or more Foreign Subsidiaries that are CFCs.

“Dollars” or “$” refers to lawful money of the U.S.

“Domestic Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of the U.S., any state thereof or the District of Columbia.

“ECF Percentage” means, with respect to the prepayment required by Section 2.11(b)(iii) with respect to any Excess Cash Flow Period, (a) 50%, if the Secured Net Leverage Ratio (calculated on a Pro Forma Basis, after giving effect to such prepayment and any other prepayments, repurchases, repayments or redemptions of Indebtedness made on or prior to the date such prepayment is required to be made pursuant to Section 2.07(b)(iii)) as of the last day of the fiscal year to which such Excess Cash Flow Period relates is greater than 0.60:1.00, (b) 25%, if the Secured Net Leverage Ratio (calculated on a Pro Forma Basis, after giving effect to such prepayment and any other prepayments, repurchases, repayments or redemptions of Indebtedness made on or prior to the date such prepayment is required to be made pursuant to Section 2.07(b)(iii)) as of the last day of the fiscal year to which such Excess Cash Flow Period relates is greater than 0.10:1.00 but less than or equal to 0.60:1.00 and (c) 0%, if the Secured Net Leverage Ratio (calculated on a Pro Forma Basis, after giving effect to such prepayment and any other prepayments, repurchases, repayments or redemptions of Indebtedness made on or prior to the date such prepayment is required to be made pursuant to Section 2.07(b)(iii)) as of the last day of the fiscal year to which such Excess Cash Flow Period relates is equal to or less than 0.10:1.00.

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“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in consultation with the Borrower in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on an assumed four-year average life to maturity or lesser remaining average life to maturity), but excluding (i) any arrangement, commitment, structuring, underwriting, ticking, unused line and/or amendment fee (regardless of whether any such fee is paid to or shared in whole or in part with any lender) and (ii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably; provided, however, that (A) to the extent that Term SOFR (with an Interest Period of three months) or Alternate Base Rate (without giving effect to any floor specified in the definition thereof) is less than any floor in respect of which the Effective Yield is being calculated on the date on which the Effective Yield is determined, the amount of the resulting difference will be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the Effective Yield and (B) to the extent that Term SOFR (for a period of three months) or Alternate Base Rate (without giving effect to any floor specified in the definition thereof) is greater than any applicable floor on the date on which the Effective Yield is determined, the floor will be disregarded in calculating the Effective Yield.

“Eligible Assignee” means (a) any Lender, (b) any commercial bank or financial institution, (c) any Affiliate of any Lender and (d) any Approved Fund of any Lender; provided that in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) any company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, (iii) any Disqualified Institution or (iv) the Borrower or any of its Affiliates.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata and natural resources such as wetlands, flora and fauna.

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“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to the Environment.

“Environmental Laws” means any and all current or future applicable foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other applicable requirements of Governmental Authorities and the common law relating to (a) environmental matters, including those relating to any Hazardous Materials Activity; or (b) the generation, use, storage, transportation or disposal of or exposure to Hazardous Materials, in any manner applicable to the Borrower or any of its Restricted Subsidiaries or any Facility.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with the Borrower or any Restricted Subsidiary and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations at any facility of the Borrower or any Restricted Subsidiary or any ERISA Affiliate as described in Section 4062(e) of ERISA, in each case, resulting in liability pursuant to Section 4063 of ERISA; (c) a complete or partial withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan resulting in the imposition of Withdrawal Liability on the Borrower or any Restricted Subsidiary or any ERISA Affiliate, notification of the Borrower or any Restricted Subsidiary or any ERISA Affiliate concerning the imposition of Withdrawal Liability or notification that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA or is in “reorganization” within the meaning of Section 4241 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the treatment of a Pension Plan amendment as a termination under Section 4041(c) of ERISA, the commencement of proceedings by the PBGC to terminate a Pension Plan or the receipt by the Borrower or any Restricted Subsidiary or any ERISA Affiliate of notice of the treatment of a Multiemployer Plan

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amendment as a termination under Section 4041A of ERISA or of notice of the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Restricted Subsidiary or any ERISA Affiliate, with respect to the termination of any Pension Plan; or (g) the conditions for imposition of a Lien under Section 303(k) of ERISA have been met with respect to any Pension Plan.

“Erroneous Payment” has the meaning assigned to such term in Section 8.14.

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 8.14.

“€STR” means, in relation to any day (a) the applicable Relevant Rate for that day; (b) if no Relevant Rate is available for any day the applicable €STR for that day shall be the most recent applicable Relevant Rate which is as of a day which is no more than five Business Days before that day; or (c) if clause (b) above applies and there is no applicable Relevant Rate which is as of a day which is no more than five Business Days before that day, the rate notified to the Administrative Agent by the Swing Line Lender in respect of that day which expresses as a percentage rate per annum the cost to the Swing Line Lender of funding its participation in that Swing Line Loan from whatever source it may select, and if that rate is less than the Floor, €STR shall be deemed to be the Floor.

“€STR Screen Rate” means the euro short-term rate administered by the European Central Bank (or any other person which takes over the administration of that rate).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EURIBOR” shall mean, for any Interest Period with respect to a Term Benchmark Loan in Euros (other than any Swing Line Loans), (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters screen (or any successor thereto) which displays the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Euros, determined as of the date that is two TARGET Days prior to the first day of such Interest Period, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the screen rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Euros, determined as of two TARGET Days prior to the first day of such Interest Period; provided that if EURIBOR is quoted under either of the preceding clause (i) or (ii), but there is no such quotation for the Interest Period elected, EURIBOR (an “Impacted Interest Period”) shall be equal to the rate for the nearest available interest period to the Impacted Interest Period, applied to the Impacted Interest Period; provided that if that rate is less than the Floor, EURIBOR shall be deemed to be the Floor.

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“Euros” shall mean euros in lawful currency of the European Union.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, for any period, an amount (if positive) equal to the excess of:

(a) the sum (in each case, for the Borrower and the Restricted Subsidiaries on a consolidated basis), without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income (provided, in each case, that if any non-cash charge represents an accrual or reserve for cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Excess Cash Flow in such future period),

(iii) decreases in Consolidated Working Capital, long-term receivables and long-term prepaid assets and increases in long-term deferred revenue for such period,

(iv) an amount equal to the aggregate net loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, and

(v) extraordinary, exceptional, unusual and non-recurring cash gains during such period; less:

(b) the sum (in each case, for the Borrower and the Restricted Subsidiaries on a consolidated basis), without duplication (including in any subsequent fiscal years), of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (including any amounts included in Consolidated Net Income pursuant to the last sentence of the definition of “Consolidated Net Income” to the extent such amounts are due but not received during such period) and cash charges included in clauses (a) through (j) of the definition of “Consolidated Net Income”, except to the extent such cash charges were financed with long-term Indebtedness (other than revolving Indebtedness),

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(ii) (x) the aggregate amount of all principal payments, repayments, redemptions, repurchases and other cash payments made by the Borrower and the Restricted Subsidiaries of Indebtedness or restricted payments made to Shift4 Payments or any other Parent Company to repay, redeem, repurchase or otherwise make cash payments on Indebtedness or convertible equity of Shift4 Payments or such parent entity (other than any optional prepayment of (A) Indebtedness that is deducted from the amount of any Excess Cash Flow payment in accordance with Section 2.11(b)(iii) or (B) revolving Indebtedness except to the extent any related commitment is permanently reduced in connection with such repayment) to the extent such prepayment is not prohibited under this Agreement and (y) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness referred to in clause (x), to the extent not financed with long-term Indebtedness (other than revolving Indebtedness),

(iii) cash payments actually made in respect of the following (without duplication):

(iv) the aggregate principal amount of any premiums, make whole or penalty payments actually paid in Cash by the Borrower or any Restricted Subsidiary that are or were required to be made in connection with any prepayment of Indebtedness, except to the extent financed with long-term Indebtedness (other than revolving Indebtedness);

(v) the aggregate amount of expenditures made (or committed or required to be paid) by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or are not deducted (and not added back) in calculating Consolidated Net Income, to the extent that such expenditures were not financed with long-term Indebtedness (other than revolving Indebtedness), in each case excluding intercompany Investments or Restricted Payments among the Borrower and the Restricted Subsidiaries and Investments in Cash Equivalents; provided that any amounts deducted from Excess Cash Flow in any period pursuant to this clause (v) will not reduce Excess Cash Flow in subsequent periods and, to the extent not paid as so committed or required, will increase Excess Cash Flow in the applicable subsequent period;

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(vi) the amount of taxes (including penalties and interest or tax reserves) paid in cash and/or tax reserves set aside, payable, or reasonably estimated to be payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(vii) without duplication of amounts deducted from Excess Cash Flow in respect of a prior period, at the option of the Borrower, the aggregate amount required to be paid in Cash by the Borrower or its Restricted Subsidiaries pursuant to binding contracts (or in the case of permitted Investments, any letter of intent) entered into prior to or during such period and to be consummated within twelve months of the date of determination relating to capital expenditures and acquisitions of IP Rights or permitted Investments or Restricted Payments described in clause (iii)(A) above; provided that any amounts deducted from Excess Cash Flow in any period pursuant to this clause (vii) will not reduce Excess Cash Flow in subsequent periods and, to the extent not paid as so committed or required, will increase Excess Cash Flow in the applicable subsequent period.

(viii) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Globetrotter Transactions or any permitted Investment, issuance of Capital Stock or debt issuance (whether or not consummated),

(ix) the aggregate amounts of any rental, interest or other payments made or to be made by the Borrower or any Restricted Subsidiary in respect of any lease, concession or license of property (including capital leases, finance leases and operating leases),

(x) reimbursable and insured expenses in such period to the extent such reimbursement has not yet been received and to the extent not deducted in arriving at such Consolidated Net Income,

(xi) amounts paid or payable in cash pursuant to any reorganization, restructuring or cost savings initiative, and

(xii) extraordinary, exceptional, unusual and non-recurring cash losses during such period;

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provided that, in the event any item above is deducted from the prepayment required under Section 2.11(b)(iii) pursuant to clause (A) of the proviso in Section 2.11(b)(iii), then such item shall not be deducted in calculating Excess Cash Flow as set forth above for the purposes of the prepayment under Section 2.11(b)(iii) for such Excess Cash Flow Period.

“Event of DefaultExcess Cash Flow Period” has the meaning assigned to such term in Section 7.012.11(b)(iii).

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.

“Exchange Rate” means, on any date with respect to any currency, the average rate at which such currency may be exchanged into any other currency, as set forth at approximately 11:00 a.m. (New York City time), on such date on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying the exchange rates as may be selected by the Administrative Agent, in its reasonable and good faith discretion and in consultation with the Borrower, or, in the event no such service is selected, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 11:00 a.m. (New York City time), on such date for the purchase of the relevant currency for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method that it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Excluded Assets” means each of the following:

(a) any asset the grant or perfection of a security interest in which would (i) be prohibited by enforceable anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than assets subject to Capital Lease Obligations and purchase money financings) (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law), (ii) violate (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law) the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of Capital Lease Obligations and purchase money financings), or (iii) except with respect to the Capital Stock of any Loan Party, trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement pursuant to any “change of control” or similar provision (to the extent such contract is binding on such asset at the time of its acquisition and not incurred in contemplation thereof) (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law); it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any contract described in this clause (a) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant prohibition, violation or termination right,

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(b) the Capital Stock of any (i) Captive Insurance Subsidiary, (ii) Unrestricted Subsidiary, (iii) not-for-profit subsidiary and/or (iv) special purpose entity used for any permitted securitization facility,

(c) any intent-to-use (or similar) Trademark application prior to the filing and acceptance of a “Statement of Use,” “Amendment to Allege Use” or similar filing with respect thereto by the United States Patent and Trademark Office, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use Trademark application under applicable federal law,

(d) any asset (including any Capital Stock), the grant or perfection of a security interest in which would (i) be prohibited under applicable Requirements of Law (including, without limitation, rules and regulations of any Governmental Authority) or (ii) require any governmental or regulatory consent, approval, license or authorization (to the extent such authorization was not obtained; it being understood and agreed that no Loan Party shall have any obligation to obtain any such authorization), except to the extent such requirement or prohibition would be rendered ineffective under the UCC or other applicable Requirements of Law notwithstanding such requirement or prohibition; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in clauses (d)(i) or (d)(ii) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant requirement or prohibition or (iii) result in material adverse tax consequences to any Loan Party as reasonably determined by the Borrower and specified in a written notice delivered to the Administrative Agent in advance of the date on which the relevant Loan Party would have been required to grant or perfect a security interest in the relevant asset,

(e) (i) any leasehold Real Estate Asset, (ii) except to the extent a security interest therein can be perfected by the filing of a UCC-1 financing statement, any other leasehold interest and (iii) any owned Real Estate Asset,

(f) the Capital Stock of any Person that is not a Wholly-Owned Subsidiary,

(g) any Margin Stock,

(h) the Capital Stock of any Foreign Subsidiary, CFC Holdco and/or Disregarded Domestic Person, in each case (x) in excess of 65% of the issued and outstanding voting Capital Stock and 100% of the non-voting Capital Stock of any such Person or (y) to the extent such Person is not a first-tier subsidiary of any Loan Party,

(i) the Capital Stock or Indebtedness of any Foreign Subsidiary of a Disregarded Domestic Person that is a CFC,

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(j) Commercial Tort Claims with a value (as reasonably estimated by the Borrower) of less than $5,000,000,

(k) to the extent permitted or otherwise not prohibited by the terms of this Agreement, any Deposit Account or securities account which any Loan Party uses specifically and exclusively as an escrow, fiduciary or trust account for the benefit of another Person (other than a Loan Party) in the ordinary course of business,

(l) assets subject to any purchase money security interest, Capital Lease Obligations or similar arrangement, in each case, that is permitted or otherwise not prohibited by the terms of this Agreement and to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or any subsidiary of the Borrower) after giving effect to the applicable anti-assignment provisions of the UCC or any other applicable Requirement of Law; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in this clause (l) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant violation or invalidation,

(m) any Cash or Cash Equivalents maintained in or credited to any Deposit Account or securities account that are comprised of (a) funds specifically and exclusively used or to be used for payroll and payroll taxes and other employee benefit payments to or for the benefit of any Loan Party’s employees, (b) funds specifically and exclusively used or to be used to pay all Taxes required to be collected, remitted or withheld (including withholding Taxes (including the employer’s share thereof)) and (c) any other segregated funds which any Loan Party is permitted or otherwise not prohibited by the terms of this Agreement to hold as an escrow or fiduciary for the benefit of another Person (other than a Loan Party) in the ordinary course of business,

(n) Processing Provider Collateral, and

(o) any asset with respect to which the Administrative Agent and the Borrower have reasonably determined in writing that the cost, burden, difficulty or consequence (including any effect on the ability of the Borrower and its subsidiaries to conduct their operations and business in the ordinary course of business and including the cost of title insurance, surveys or flood insurance (if necessary)) of obtaining or perfecting a security interest therein outweighs, or is excessive in light of, the practical benefit of a security interest to the relevant Secured Parties afforded thereby.

“Excluded Subsidiary” means:

(a) any Restricted Subsidiary that is not a Wholly-Owned Subsidiary,

(b) any Immaterial Subsidiary,

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(c) any Restricted Subsidiary (i) that is prohibited or restricted from providing a Loan Guaranty by (A) any Requirement of Law or (B) any Contractual Obligation that exists on the Closing Date or at the time such Restricted Subsidiary becomes a subsidiary (which Contractual Obligation was not entered into in contemplation of such Restricted Subsidiary becoming a subsidiary (including pursuant to assumed Indebtedness)), (ii) that would require a governmental (including regulatory) or third party consent, approval, license or authorization (to the extent such consent, approval, license or authorization was not obtained; it being understood and agreed that no Loan Party shall have any obligation to obtain any such authorization) (including any regulatory consent, approval, license or authorization) to provide a Loan Guaranty (in each case, at the time such Restricted Subsidiary became a subsidiary) or (iii) with respect to which the provision of a Loan Guaranty would result in material adverse tax consequences as reasonably determined by the Borrower, where the Borrower notifies the Administrative Agent in writing of such determination in advance of the date on which such Restricted Subsidiary would have otherwise been required to satisfy the Collateral and Guarantee Requirement pursuant to Section 5.12(a) hereof,

(d) any not-for-profit subsidiary,

(e) any Captive Insurance Subsidiary,

(f) any special purpose entity used for any permitted securitization or receivables facility or financing,

(g) any Foreign Subsidiary,

(h) (i) any CFC Holdco and/or (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of any Foreign Subsidiary that is a CFC,

(i) any Unrestricted Subsidiary,

(j) any Restricted Subsidiary acquired by the Borrower that, at the time of the relevant acquisition, is an obligor in respect of assumed Indebtedness permitted by Section 6.01 to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such subsidiary from providing a Loan Guaranty (which prohibition was not implemented in contemplation of such Restricted Subsidiary becoming a subsidiary in order to avoid the requirement of providing a Loan Guaranty) and/or

(k) any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost of providing a Loan Guaranty outweighs, or would be excessive in light of, the practical benefits afforded thereby.

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Loan Guaranty of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official

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interpretation of any thereof) (a) by virtue of such Loan Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 3.20 of the Loan Guaranty and any other “keepwell,” support or other agreement for the benefit of such Loan Guarantor) at the time the Loan Guaranty of such Loan Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation or (b) in the case of any Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Loan Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee provided by (or grant of such security interest by, as applicable) such Loan Guarantor becomes or would become effective with respect to such Swap Obligation. If any Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Loan Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or Issuing Bank, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) any Taxes imposed on (or measured by) such recipient’s net or overall gross income or franchise Taxes, (i) imposed as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, the taxing jurisdiction or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax imposed by any jurisdiction described in clause (a), (c) any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Lender (other than a Lender that became a Lender pursuant to an assignment under Section 2.19) with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law in effect on the date on which such Lender (i) acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires its interest in such Loan or (ii) designates a new lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Tax were payable either to such ▇▇▇▇▇▇’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it designated a new lending office, (d) any Tax imposed as a result of a failure by the Administrative Agent, such Lender or any Issuing Bank to comply with Sections 2.17(f) or (j) and (e) any Tax under FATCA.

“Existing 2026 Senior Notes” means the Borrower’s 4.625% Senior Notes due 2026 originally issued on October 29, 2020 (the “Existing 2026 Senior Notes Issue Date”) pursuant to the Existing 2026 Senior Notes Indenture.

“Existing 2026 Senior Notes Indenture” means that certain indenture, dated as of the Existing 2026 Senior Notes Issue Date (as supplemented or amended from time to time), among the Borrower, Shift4 Payments Sub, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, in respect of the Existing 2026 Senior Notes.

“Existing 2026 Senior Notes Issue Date” has the meaning assigned to such term in the definition of “Existing 2026 Senior Notes.”

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“Existing 2032 Senior Notes” means the Borrower’s 6.750% Senior Notes due 2032 originally issued on August 15, 2024 and the additional notes issued on May 16, 2025 (such additional notes, the “Additional 2032 Senior Notes”), each pursuant to the Existing 2032 Senior Notes Indenture.

“Existing 2032 Senior Notes Indenture” means that certain indenture, dated as of August 15, 2024 (as supplemented or amended from time to time), among the Borrower, Shift4 Payments Sub, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, in respect of the Existing 2032 Senior Notes.

“Existing 2033 Senior Notes” means the Borrower’s 5.500% Senior Notes due 2033 issued on May 16, 2025 pursuant to the Existing 2033 Senior Notes Indenture.

“Existing 2033 Senior Notes Indenture” means that certain indenture, dated as of May 16, 2025 (as supplemented or amended from time to time), among the Borrower, Shift4 Payments Finance Sub, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, in respect of the Existing 2033 Senior Notes.

“Existing Senior Notes” means the Existing 2026 Senior Notes and, the Existing 2032 Senior Notes and the Existing 2033 Senior Notes.

“Existing Senior Notes Indentures” means the Existing 2026 Senior Notes Indenture and, the Existing 2032 Senior Notes Indenture and the Existing 2033 Senior Notes Indenture.

“Extended Revolving Credit Commitment” has the meaning assigned to such term in Section 2.23(a).

“Extended Revolving Loans” has the meaning assigned to such term in Section 2.23(a).

“Extended Term Commitment” has the meaning assigned to such term in Section 2.23(a).

“Extended Term Loans” has the meaning assigned to such term in Section 2.23(a).

“Extension” has the meaning assigned to such term in Section 2.23(a).

“Extension Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (to the extent required by Section 2.23) and the Borrower executed by each of (a) the Borrower and the Subsidiary Guarantors, (b) the Administrative Agent and (c) each Lender that has accepted the applicable Extension Offer pursuant hereto and in accordance with Section 2.23.

“Extension Offer” has the meaning assigned to such term in Section 2.23(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with respect to Articles V and VI, hereof owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreements implementing any of the foregoing and any treaty, law, regulation or other official guidance issued under or with respect to any of the foregoing.

“FCPA” has the meaning assigned to such term in Section 3.17(c).

“Federal Funds Effective Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York sets forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that, if the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means that certain ▇▇▇▇▇▇▇ and Restated Fee Letter, dated as of September 5June 30, 20242025, by and among, inter alios, the Borrower and GS, in its capacities as Administrative Agent and an Arranger.

“Financial Covenant Standstill” has the meaning assigned to such term in Section 7.01(c).

“First Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit E hereto, with (i) any immaterial changes (as determined in the Administrative Agent’s sole discretion) thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion and/or (ii) any material changes thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion, which material changes are posted for review by the Lenders and deemed acceptable if the Required Lenders have not objected thereto within three Business Days following the date on which such changes are posted for review.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that, subject to any applicable Intercreditor Agreement, such Lien is senior in priority to any other Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower ending December 31 of each calendar year.

“Fitch” means Fitch Ratings, Inc. or any successor to the rating agency business thereof.

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“Fixed Amount” has the meaning assigned to such term in Section 1.10(c).

“Fixed Incremental Amount” means (a) the greater of (i) $590,000,000925,000,000 and (ii) 100% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period minus (b) the aggregate outstanding principal amount of all Incremental Facilities and/or Incremental Equivalent Debt incurred or issued in reliance on the Fixed Incremental Amount after the Restatement EffectiveAmendment No. 2 Closing Date, in each case after giving effect to any reclassification of such Incremental Facilities or Incremental Equivalent Debt, as having been incurred in reliance on clause (e) of the definition of “Incremental Cap” hereunder. For the avoidance of doubt, the incurrence of the Amendment No. 2 Term Loans, the Existing 2032 Senior Notes, the Existing 2033 Senior Notes, the Amendment No. 2 Revolving Loans and the Amendment No. 2 Revolving Commitments shall not reduce the Fixed Incremental Amount.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Term SOFR0.00% per annum.

“Foreign Lender” means any Lender or Issuing Bank that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the U.S.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the U.S. in effect and applicable to the accounting period in respect of which reference to GAAP is made.

“Globetrotter Acquisition” means the business combination engaged in by the Borrower (directly and/or through one or more of its direct or indirect subsidiaries and/or parent companies) pursuant to which (i) a tender offer (the “Globetrotter Offer”), will be commenced to acquire all of the outstanding shares of the Globetrotter Target, as described in the Globetrotter Transaction Agreement and (ii) following the consummation of the Globetrotter Offer, the Globetrotter Target and GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly-owned subsidiary of the Borrower (the “Globetrotter Merger Sub”) will commence a statutory squeeze-out merger in accordance with the laws of Switzerland, as described in the Globetrotter Transaction Agreement, pursuant to which the

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Globetrotter Target will be merged with and into the Globetrotter Merger Sub, with the Globetrotter Merger Sub continuing as the surviving entity and each outstanding Globetrotter Target share (other than the Globetrotter Target shares directly or indirectly owned by Shift4 Payments or the Globetrotter Merger Sub) that is not validly tendered and accepted pursuant to the Globetrotter Offer will be cancelled and converted, and each Globetrotter Target share directly or indirectly owned by Shift4 Payments or the Globetrotter Merger Sub will thereupon be deemed cancelled without any conversion thereof, in each case, as described in the Globetrotter Transaction Agreement.

“Globetrotter Acquisition Transactions” means, collectively, the Globetrotter Acquisition and the other transactions contemplated by the Globetrotter Transaction Agreement.

“Globetrotter Merger Sub” has the meaning specified in the definition of “Globetrotter Acquisition”.

“Globetrotter Offer” has the meaning specified in the definition of “Globetrotter Acquisition”.

“Globetrotter Specified Indebtedness” means any Permanent Financing issued or incurred prior to the closing of the Globetrotter Acquisition and either (i) the proceeds of which are subject to customary escrow arrangements (as determined by the Borrower in good faith), (ii) the terms of such Indebtedness contain a “special mandatory redemption” provision (or other similar provision) and/or (iii) such Indebtedness constitutes Preferred Stock or other preferred equity (including, without limitation, any Preferred Stock in the form of mandatory convertible or perpetual preferred equity).

“Globetrotter Target” means Global Blue Group Holding AG and, as the context may require, its subsidiaries.

“Globetrotter Transaction Agreement” means the Transaction Agreement, dated as of February 16, 2025, by and among the Globetrotter Target, Shift4 Payments, and certain subsidiaries of the Borrower party thereto (together with all exhibits, schedules and annexes thereto), as the same may be amended, restated, amended and restated, supplemented, waived, consented to or otherwise modified from time to time; provided that no such amendment, modification or waiver thereof or any consent thereunder, taken as a whole, is materially adverse to the Lenders (in their capacity as such) without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned, and provided that each Lender shall be deemed to have consented to such amendment, modification, waiver or consent unless it has objected thereto within two (2) business days after written notice to or receipt by such Lender of such amendment, modification, waiver or consent); provided that (i) a reduction in the consideration payable under the Globetrotter Transaction Agreement of less than 10% shall not be deemed to be materially adverse to the interests of the Lenders; (ii) a reduction in the consideration payable under the Transaction Agreement of 10% or more shall not be deemed to be materially adverse to the interests of the Consenting Lenders so long as 100% of such

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reduction above 10% is applied to reduce the “Senior Unsecured Bridge Facility” and/or “the Senior Secured Bridge Facility” (as each such term is defined in the Commitment Letter), at the Borrower’s option; and (iii) an increase in such purchase price or consideration amount shall not be deemed to be materially adverse to the Lenders if such increase is not funded with indebtedness for borrowed money or any debt-like third party preferred equity (as reasonably determined by the Borrower); provided in the cases of clause (i), (ii) and (iii) that no purchase price, working capital or similar adjustment provisions set forth in the Globetrotter Transaction Agreement shall constitute a reduction or increase in the purchase price or consideration, (iv) a joinder to or amendment of the Globetrotter Transaction Agreement to join any Affiliate of the Borrower to the Globetrotter Transaction Agreement as set forth therein and all changes effectuated in connection therewith shall not be deemed to be materially adverse to the interests of the Lenders, and (v) any change to the definition of “Company Material Adverse Effect” contained in the Globetrotter Transaction Agreement shall be deemed to be materially adverse to the Lenders.

“Globetrotter Transaction Costs” means all fees, costs and expenses incurred or payable by the Borrower or any of its Restricted Subsidiaries in connection with the Globetrotter Transactions.

“Globetrotter Transactions” means, collectively, (i) Amendment No. 1 and the transactions contemplated thereby, (ii) the Globetrotter Acquisition Transactions, (iii) the issuance and/or incurrence of any Permanent Financing, (iv) the other transactions contemplated by the Commitment Letter, (v) any Amendment No. 2 RCF Credit Extension, and (vi) the payment of the Globetrotter Transaction Costs.

“Globetrotter Unrestricted Subsidiary” has the meaning assigned to such term in Section 5.10(b).

“Governmental Authority” means any federal, state, municipal, national, supra-national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with the U.S., a foreign government or any political subdivision thereof (including any supranational body exercising such powers or functions, such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, authorization, approval, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Granting Lender” has the meaning assigned to such term in Section 9.05(e).

“GS” means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA.

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“Guarantee” of or by any Person (the “Guarantor”) means any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person (the “Primary Obligor”) in any manner and including any obligation of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other monetary obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation, (e) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (f) secured by any Lien on any assets of such Guarantor securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Guarantor (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition, Disposition or other transaction permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Hazardous Materials” means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, limited or regulated under any Environmental Law or by any Governmental Authority or which poses a hazard to the Environment or to human health and safety, including without limitation, petroleum and petroleum by-products, asbestos and asbestos-containing materials, polychlorinated biphenyls, medical waste and pharmaceutical waste.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means any agreement with respect to any Derivative Transaction between any Loan Party or any Restricted Subsidiary and any other Person.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“ICA” means a unique InterBank Card Association number issued by MasterCard Inc. to identify a MasterCard Inc. member in connection with MasterCard card transaction authorization, clearing, or settlement processing.

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“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002, as in effect from time to time (subject to the provisions of Section 1.04), to the extent applicable to the relevant financial statements.

“IIN” means an Issuer Identification Number issued by Discover to identify a card issuing network (such as Diners Club, JCB and China Unionpay) in connection with Discover card transaction authorization, clearing, or settlement processing.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Borrower (a) the assets of which, when taken together with the assets of all other Restricted Subsidiaries that are Immaterial Subsidiaries (after eliminating intercompany obligations), do not exceed 5.0010.00% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (b) the contribution to Consolidated Adjusted EBITDA of which, when taken together with the contribution to Consolidated Adjusted EBITDA of all other Immaterial Subsidiaries (after eliminating intercompany obligations), does not exceed 5.0010.00% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries, in each case, as of the last day of the most recently ended Test Period.

“Immediate Family Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Impacted Interest Period” shall have the meaning provided in the definition “EURIBOR”.

“Incremental Cap” means:

(a) the Fixed Incremental Amount, plus

(b) in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Loans and/or Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Facility; provided that no Incremental Facility that is senior in right of payment or with respect to security as compared to the relevant extended Class of Loans and/or Commitments may be incurred in reliance on this clause (b), plus

(c) in the case of any Incremental Facility that effectively replaces any Revolving Credit Commitment terminated in accordance with Section 2.19 hereof, an amount equal to the relevant terminated Revolving Credit Commitment; provided that no Incremental Facility that is senior in right of payment or with respect to security as compared to the Class of Revolving Credit Commitments being replaced may be incurred in reliance on this clause (c), plus

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(d) without duplication of clause (c) above, after the Restatement Effective Date, (i) the amount of any permanent reduction of the 2024 Refinancing Revolving Credit Commitments or any other Revolving Credit Commitment that is pari passu with the 2024 Refinancing Revolving Facility in right of payment and security and/or the amount of any permanent prepayment of Indebtedness of Incremental Facilities and Incremental Equivalent Debt, in each case, that is pari passu with the 2024 Refinancing Revolving Facility in right of payment and security (to the extent accompanied by a permanent reduction in commitments, to the extent constituting revolving debt) and/or the amount of any prepayment of the Amendment No. 2 Term Loans and (ii) without duplication of the preceding clause (i), the amount of any optional prepayment, redemption or repurchase of any Loan that is pari passu with the 2024 Refinancing Revolving Facility in right of payment and security under any Replacement Revolving Facility (to the extent accompanied by a permanent reduction in commitments), Replacement Term Facility or any borrowing or issuance of Replacement Debt previously applied to the permanent prepayment of any Loan that is pari passu with the 2024 Refinancing Revolving Facility in right of payment and security hereunder, so long as no Incremental Facility was previously incurred in reliance on clause (d)(i) above as a result of such prepayment; provided that (A) for each of clauses (i) and (ii), the relevant prepayment, redemption, repurchase or assignment and/or purchase was not funded with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) and (B) no Incremental Facility that is senior with respect to security as compared to the relevant Class of prepaid or reduced loans or commitments may be incurred in reliance on this clause (d), plus

(e) an unlimited amount so long as, in the case of this clause (e), after giving effect to the relevant Incremental Facility, (i) if such Incremental Facility is secured by a lien on the Collateral, the Secured Net Leverage Ratio does not exceed (A) 1.502.50:1.00 or (B) if such Incremental Facility is incurred to finance a Permitted Acquisition or permitted Investment, the greater of (x) 1.502.50:1.00 and (y) the Secured Net Leverage Ratio for the most recently ended Test Period immediately prior to giving effect to such transaction or (ii) if such Incremental Facility is unsecured, at the election of the Borrower, either (A) (x) the Total Net Leverage Ratio does not exceed (1) 5.40:1.00 or (2) if such Incremental Facility is incurred to finance a Permitted Acquisition or permitted Investment, the greater of (I) 5.40:1.00 and (II) the Total Net Leverage Ratio for the most recently ended Test Period immediately prior to giving effect to such transaction or (B) the Consolidated Fixed Charge Coverage Ratio is not less than (1) 2.00:1.00 or (2) if such Incremental Facility is incurred to finance a Permitted Acquisition or permitted Investment, the lesser of (I) 2.00:1.00 and (II) the Consolidated Fixed Charge Coverage Ratio for the most recently ended Test Period immediately prior to giving effect to such transaction, in each case described in this clause (e), calculated on a Pro Forma Basis, including the application of the proceeds thereof (in each case of clauses (i) and (ii) without “netting” the cash proceeds of the applicable Incremental Facility or any other simultaneous incurrence of Indebtedness on the consolidated balance sheet of the Borrower), and in the case of any Incremental Revolving Facility then being incurred or established, assuming a full drawing of such Incremental Revolving Facility;

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provided that:

(i) any Incremental Facility and/or Incremental Equivalent Debt may be incurred under one or more of clauses (a) through (e) of this definition as selected by the Borrower in its sole discretion (provided that, absent the Borrower’s election otherwise, each such Incremental Facility and/or Incremental Equivalent Debt shall be deemed incurred (x) under clause (e) of this definition to the maximum extent permitted thereunder (prior to being deemed incurred under clause (a) and (d) of this definition) and (y) under clause (d) of this definition to the maximum extent permitted thereunder (prior to being deemed incurred under clause (a) of this definition, but after being deemed incurred under clause (e) of this definition),

(ii) if any Incremental Facility or Incremental Equivalent Debt is intended to be incurred or implemented in reliance on clause (e) of this definition and any other clause of this definition in a single transaction or series of related transaction, (A) the permissibility of the portion of such Incremental Facility and/or Incremental Equivalent Debt to be incurred or implemented under clause (e) of this definition shall be calculated first without giving effect to (x) any Incremental Facility or Incremental Equivalent Debt to be incurred or implemented in reliance on any other clause of this definition or (y) any Fixed Amount concurrently incurred pursuant to Section 6.01, but giving full pro forma effect to any increase in the amount of Consolidated Adjusted EBITDA resulting from the application of the entire amount of such Incremental Facility or Incremental Equivalent Debt and the related transactions, and (B) the permissibility of the portion of such Incremental Facility or Incremental Equivalent Debt to be incurred or implemented under the other applicable clauses of this definition shall be calculated thereafter, and

(iii) any portion of any Incremental Facility or Incremental Equivalent Debt that is incurred or implemented in reliance on clauses (a) through (d) of this definition will, unless the Borrower otherwise elects, automatically be reclassified as having been incurred under clause (e) of this definition if, at any time after the incurrence thereof, when financial statements required pursuant to Section 5.01(a) or (b) are delivered or, if earlier, become internally available, such portion of such Incremental Facility or Incremental Equivalent Debt would, using the figures reflected in such financial statements, be permitted under the Secured Net Leverage Ratio, Total Net Leverage Ratio or Consolidated Fixed Charge Coverage Ratio test, as applicable, set forth in clause (e) of this definition; it being understood and agreed that once such Incremental Facility or Incremental Equivalent Debt is reclassified in accordance with the preceding sentence, it shall not further be reclassified as having been incurred under the provision of this definition in reliance on which such Incremental Facility or Incremental Equivalent Debt was originally incurred.

Notwithstanding the foregoing, the Amendment No. 2 Term Loans, the Amendment No. 2 Revolving Loans and the Amendment No. 2 Revolving Commitments shall be deemed to be incurred and implemented, in each case, without reducing the Fixed Incremental Amount.

“Incremental Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Facility or Incremental Loan.

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“Incremental Equivalent Debt” means Indebtedness in the form of pari passu senior secured or unsecured notes or loans or junior secured or unsecured notes or loans and/or commitments in respect of any of the foregoing issued, incurred or implemented after the Amendment No. 2 Closing Date in lieu of loans under an Incremental Facility; provided, that:

(a) the aggregate outstanding principal amount thereof shall not exceed the Incremental Cap (as in effect at the time of determination, including giving effect to any reclassification on or prior to such date of determination),

(b) no Event of Default (subject to Section 1.10(a) and (b)) shall exist immediately prior to or after giving effect to the incurrence or implementation thereof; provided that notwithstanding the foregoing, in the case of any such Indebtedness incurred or implemented in connection with any acquisition, Investment or irrevocable payment or redemption of Indebtedness, the condition set forth in this clause (b) shall require only that no Event of Default under Section 7.01(a), (f) or (g) exist immediately prior to giving effect to such Indebtedness,

(c) [reserved],

(d) the final maturity date with respect to such notes or loans (other than Customary Bridge Loans) is no earlier than the Latest Revolving Credit Maturity Date,

(e) subject to clause (d), such Indebtedness may otherwise have an amortization schedule as determined by the Borrower and the lenders providing such Incremental Equivalent Debt; provided that any such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of any then-existing RevolvingTerm Loans,

(f) the Effective Yield (and the components thereof) applicable to any such Indebtedness shall be determined by the Borrower and the lender or lenders providing such Indebtedness,

(g) [reserved],

(h) if such Indebtedness is (i) secured by the Collateral on a pari passu basis with the Secured Obligations that are secured on a first lien basis, (ii) secured by the Collateral on a junior basis as compared to the Secured Obligations that are secured on a first lien basis or (iii) unsecured and subordinated to the Obligations, then the holders of such Indebtedness shall be party to an Acceptable Intercreditor Agreement,

(i) no such Indebtedness may be (i) guaranteed by any Person which is not a Loan Party or (ii) secured by any assets other than the Collateral, and

(j) except as otherwise permitted herein (including with respect to margin, pricing, maturity and fees), the terms of such Indebtedness, if not substantially consistent with this Agreement, must be, taken as a whole, no more favorable (as reasonably determined by the Borrower) to the lenders or investors providing such Indebtedness than the corresponding terms of the Loan Documents (it being agreed that any terms contained in such Indebtedness (i) which are applicable only after the then-existing Latest Maturity Date, (ii) that are more favorable to the lenders or the agent of such Indebtedness than the corresponding terms of the Loan Documents

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and are then conformed (or added) to the Loan Documents for the benefit of the Lenders or the Administrative Agent, as applicable, pursuant to an amendment to this Agreement effectuated in reliance on Section 9.02(d)(ii) and/or (iii) if such Indebtedness is in the form of term loans or notes, terms relating to optional prepayments and/or redemptions, mandatory prepayments and/or redemptions and asset sale and change of control offers that are customary and “market” for similarly situated borrowers at the time of incurrence, as determined by the Borrower in its reasonable discretion, shall be deemed satisfactory to the Administrative Agent).

“Incremental Facilities” has the meaning assigned to such term in Section 2.22(a).

“Incremental Facility Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect to Section 2.22) and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Lender that agrees to provide all or any portion of the Incremental Facility being incurred pursuant thereto and in accordance with Section 2.22 and (d) solely in the case of any Incremental Commitment to add an Incremental Term Facility, any Lender party hereto immediately prior to such Incremental Facility Amendment whose consent is necessary pursuant to Section 9.02 to make any amendments or waivers to this Agreement necessary in connection with the incurrence of such Incremental Term Facility.

“Incremental Lender” has the meaning assigned to such term in Section 2.22(b).

“Incremental Loans” has the meaning assigned to such term in Section 2.22(a).

“Incremental Revolving Credit Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Revolving Facility.

“Incremental Revolving Facility” has the meaning assigned to such term in Section 2.22(a).

“Incremental Revolving Facility Lender” means, with respect to any Incremental Revolving Facility, each Revolving Lender providing any portion of such Incremental Revolving Facility.

“Incremental Revolving Loans” has the meaning assigned to such term in Section 2.22(a).

“Incremental Term Facility” has the meaning assigned to such term in Section 2.22(a).

“Incremental Term Loans” has the meaning assigned to such term in Section 2.22(a).

“Incurrence-Based Amount” has the meaning assigned to such term in Section 1.10(c).

“Indebtedness” as applied to any Person means, without duplication:

(a) all indebtedness for borrowed money;

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(b) that portion of Capital Lease Obligations to the extent recorded as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(c) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding (i) any earn out obligation or purchase price adjustment until such obligation (A) becomes a liability on the statement of financial position or balance sheet (excluding the footnotes thereto) in accordance with GAAP and (B) has not been paid within 30 days after becoming due and payable, (ii) accrued expenses and trade accounts payable in the ordinary course of business (including on an inter-company basis) and (iii) liabilities associated with customer prepayments and deposits), which purchase price is (A) due more than six months from the date of incurrence of the obligation in respect thereof or (B) evidenced by a note or similar written instrument;

(e) all Indebtedness of others secured by any Lien on any asset owned or held by such Person regardless of whether the Indebtedness secured thereby have been assumed by such Person or is non-recourse to the credit of such Person;

(f) the available balance of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings;

(g) the Guarantee by such Person of the Indebtedness of another;

(h) all obligations of such Person in respect of any Disqualified Capital Stock; and

(i) all net obligations of such Person in respect of any Derivative Transaction, including any Hedge Agreement, whether or not entered into for hedging or speculative purposes;

provided that (i) in no event shall obligations under any Derivative Transaction be deemed “Indebtedness” for any calculation of the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio or any other financial ratio under this Agreement, (ii) the amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith and (iii) in no event shall (A) obligations under any Processing Provider Agreement (including any fees, interest, costs, expenses and other amounts owed with respect thereto) and (B) any Guarantees thereof be deemed “Indebtedness”.

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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any third person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venture) to the extent such Person would be liable therefor under applicable Requirements of Law or any agreement or instrument by virtue of such Person’s ownership interest in such Person, (A) except to the extent the terms of such Indebtedness provide that such Person is not liable therefor and (B) only to the extent the relevant Indebtedness is of the type that would be included in the calculation of Consolidated Total Debt; provided that notwithstanding anything herein to the contrary, the term “Indebtedness” shall not include, and shall be calculated without giving effect to, (x) the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness hereunder but for the application of this proviso shall not be deemed an incurrence of Indebtedness hereunder) and (y) the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivative created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence shall not be deemed to be an incurrence of Indebtedness under this Agreement).

“Indemnified Taxes” means all Taxes, other than Excluded Taxes or Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Initial Public Offering” means the initial public offering of Class A Common Stock of Shift4 Payments issued on or about June 9, 2020 and any secondary or follow-on public offering of the Capital Stock of Shift4 Payments.

“Intellectual Property Security Agreement” means any agreement, or a supplement thereto, executed on or after the Closing Date confirming or effecting the grant of any Lien on IP Rights owned by any Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in accordance with this Agreement and the Security Agreement, including an Intellectual Property Security Agreement substantially in the form of Exhibit C hereto.

“Intercreditor Agreement” means any Acceptable Intercreditor Agreement.

“Interest Election Request” means a request by the Borrower in the form of Exhibit H hereto or another form reasonably acceptable to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December (commencing September 30, 2024with the last Business Day of the first full fiscal quarter ending after the Amendment No. 2 Closing Date) and the maturity date applicable to such ABR Loan and, (b) with respect to any Term SOFRBenchmark Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term SOFRBenchmark Loan with an Interest Period of

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more than three months’ duration (other than a Stub Interest Period, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing. (it being agreed that the Interest Payment Date with respect any Stub Interest Period shall be the last day of such Stub Interest Period) and (c) with respect to any Swing Line Loan, the last day of each full fiscal quarter and the Maturity Date, if any such interest has accrued.

“Interest Period” means with respect to any Term SOFRBenchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.; provided that the Interest Period for any Borrowing to be made on the Amendment No. 2 Closing Date (which Interest Period shall commence on the Amendment No. 2 Closing Date) may, at the Borrower’s option, (x) end on the last Business Day of the first full month ending after the Amendment No. 2 Closing Date and be based off of a one (1) month Term Benchmark pricing or (y) end on the last Business Day of the first fiscal quarter ending after the Amendment No. 2 Closing Date and be based off of a three (3) month Term Benchmark pricing (any such Interest Period described in this proviso, a “Stub Interest Period”).

“Investment” means (a) any purchase or other acquisition for consideration by the Borrower or any of its Restricted Subsidiaries of any of the Capital Stock of any other Person (other than any Loan Party), (b) the acquisition for consideration by purchase or otherwise (other than any purchase or other acquisition of inventory, materials, supplies and/or equipment in the ordinary course of business) of all or a substantial portion of the business, property or fixed assets of any other Person or any division or line of business or other business unit of any other Person and (c) any loan, advance (other than any advance to any current or former employee, officer, director, member of management, manager, consultant or independent contractor of the Borrower, any Restricted Subsidiary, or any Parent Company for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the Borrower or any of its Restricted Subsidiaries to any other Person. Subject to Section 5.10, the amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto that otherwise constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, but giving effect to any repayment of principal in the case of any Investment in the form of a loan and any return of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the relevant initial Investment).

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“Investment Grade Securities” means (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (b) debt securities or debt instruments with a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by ▇▇▇▇▇’▇ or BBB (or the equivalent) by S&P, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries, (c) investments in any fund that invests at least 90.090% of its assets in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution, and (d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“IP Rights” has the meaning assigned to such term in Section 3.05(c).

“IRS” means the U.S. Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank” means, as the context may require, (a) GS, Banco Santander, S.A., New York Branch, Barclays Bank PLC, Citibank, N.A., Citizens Bank, National Association and ▇▇▇▇▇ Fargo Bank, N.A. and (b) any other Revolving Lender that is appointed as an Issuing Bank in accordance with Section 2.05(i) hereof. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any branch or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate.

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit K or such other form that is reasonably satisfactory to the Administrative Agent and the Borrower.

“Junior Indebtedness” means any Indebtedness of any Loan Party (other than Indebtedness among the Borrower and/or its subsidiaries) that is expressly subordinated in right of payment to the Obligations with an individual outstanding principal amount in excess of the Threshold Amount.

“Junior Lien Indebtedness” means any Indebtedness of any Loan Party that is secured by a security interest in the Collateral (other than Indebtedness among the Borrower and/or its subsidiaries) that is expressly junior or subordinated to the Lien securing the Credit Facilities on the Restatement Effective Date with an individual outstanding principal amount in excess of the Threshold Amount.

“Junior Lien Intercreditor Agreement” means any intercreditor agreement substantially in the form of Exhibit G hereto, with (i) any immaterial changes (as determined in the Administrative Agent’s sole discretion) thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion and/or (ii) any material changes thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion, which material changes are posted for review by the Lenders and deemed acceptable if the Required Lenders have not objected thereto within three Business Days following the date on which such changes are posted for review.

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“Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan, Term Commitment, Revolving Loan or Revolving Credit Commitment.

“Latest Revolving Credit Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Revolving Loan or Revolving Credit Commitment hereunder at such time.

“Latest Term Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Term Loan or Term Commitment hereunder at such time.

“LC Collateral Account” has the meaning assigned to such term in Section 2.05(j).

“LC Disbursement” means a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate principal amount of all LC Disbursements that have not yet been reimbursed at such time. The LC Exposure of any Revolving Lender at any time shall equal its Applicable Percentage of the aggregate LC Exposure at such time.

“Legal Reservations” means the application of relevant Debtor Relief Laws, general principles of equity and/or principles of good faith and fair dealing.

“Lenders” means the Term Lenders, Revolving Lenders and, any other Person that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement. Unless the context requires otherwise, the term “Lenders” includes the Swing Line Lender.

“Letter of Credit” means any Standby Letter of Credit or Commercial Letter of Credit issued pursuant to this Agreement.

“Letter of Credit Reimbursement Loan” has the meaning assigned to such term in Section 2.05(e).

“Letter of Credit Request” means a request by the Borrower for a new Letter of Credit or an amendment to any existing Letter of Credit in accordance with Section 2.05 and substantially in the form of Exhibit N-1 hereto or such other form that is reasonably satisfactory to the relevant Issuing Bank and the Borrower.

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“Letter-of-Credit Right” has the meaning set forth in Article 9 of the UCC.

“Letter of Credit Sublimit” means $112,500,000137,500,000, subject to increase in accordance with Section 2.22 hereof.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capital Lease Obligations having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Limited Condition Transaction” means (a) the entering into or consummation of any transaction permitted by this Agreement (including in connection with any acquisition, Investment or the assumption or incurrence of Indebtedness or the obtaining of a commitment in respect thereof) and/or (b) the making of any Restricted Payment; provided, that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Transaction, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Transaction unless and until the closing of such Limited Condition Transaction shall have actually occurred.

“Loan Documents” means this Agreement, Amendment No. 1, Amendment No. 2, any Promissory Note, each Loan Guaranty, the Collateral Documents, the Reaffirmation Agreement, any Intercreditor Agreement to which the Borrower is a party, each Refinancing Amendment, each Incremental Facility Amendment, each Extension Amendment and any other document or instrument designated by the Borrower and the Administrative Agent as a “Loan Document.” Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.

“Loan Guarantor” means any Subsidiary Guarantor.

“Loan Guaranty” means the Guaranty Agreement, substantially in the form of Exhibit I hereto, executed by each Loan Guarantor and the Administrative Agent for the benefit of the Secured Parties, as supplemented in accordance with the terms of Section 5.12 hereof.

“Loan Parties” means the Borrower and each Subsidiary Guarantor.

“Loans” means any Additional Term Loan, any Revolving Loan or, any Additional Revolving Loan or a Swing Line Loan.

“Management Fees” means management, consulting, monitoring and advisory fees and related expenses and termination fees payable to any Affiliate of the Borrower pursuant to a management agreement relating to the Borrower.

“Margin Stock” has the meaning assigned to such term in Regulation U.

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“Market Capitalization” means, at any date of determination pursuant to Section 1.10(a), the amount equal to (a) the total number of then issued and outstanding shares of common Capital Stock of the Borrower or any Parent Company, as applicable, multiplied by (b) the arithmetic mean of the closing prices per share of such common Capital Stock on the principal securities exchange on which such common Capital Stock are traded for the 30 consecutive trading days immediately preceding such date.

“Material Acquisition” means any Permitted Acquisition or other similar Investment (including any Investment in a Similar Business and including any transaction in the form of a business combination) the aggregate consideration for which exceeds $432,500,000.

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under the applicable Loan Documents or (iii) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the applicable Loan Documents.

“Material Debt Instrument” means any physical instrument evidencing any Indebtedness for borrowed money owing from any Person other than any Loan Party which is required to be pledged and delivered to the Administrative Agent (or its bailee) pursuant to the Security Agreement.

“Material Intellectual Property” means any IP Rights that are material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

“Maturity Date” means (a) with respect to the 2024 Refinancing Revolving Facility, the 2024 Refinancing Revolving Credit Maturity Date, (b) with respect to any Replacement Revolving Facility or Replacement Term Facility, as applicable, the final maturity date for such Replacement Revolving Facility or Replacement Term Facility, as applicable, as the case may be, as set forth in the applicable Refinancing Amendment, (c) with respect to any Incremental Facility, the final maturity date set forth in the applicable Incremental Facility Amendment, and (d) with respect to any Extended Revolving Credit Commitment or Extended Term Commitment, the final maturity date set forth in the applicable Extension Amendment, and (e) with respect to the Amendment No. 2 Term Loans, the Amendment No. 2 Term Loan Maturity Date.

“Maximum Rate” has the meaning assigned to such term in Section 9.19.

“Minimum Extension Condition” has the meaning assigned to such term in Section 2.23(b).

“MIP” means a “MasterCard Interface Processor” provided by MasterCard Inc. to MasterCard Inc. processors enabling those processors to interface directly with MasterCard Inc.’s global payment system, through which MasterCard card transaction authorization, clearing and settlement takes place.

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“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. or any successor to the rating agency business thereof.

“Multiemployer Plan” means any employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA that is subject to the provisions of Title IV of ERISA, and in respect of which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability, contingent or otherwise.

“Net Proceeds” means, with respect to any event, (a) the proceeds received in respect of such event in cash or Cash Equivalents, including any cash or Cash Equivalents received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments)), but only as and when received, minus (b) the sum of (i) all fees and out-of-pocket expenses paid by the Borrower and the Restricted Subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, issuance costs, underwriting discounts and commissions, other customary costs and expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of a Disposition of an asset, (w) the amount of all payments that are permitted hereunder and are made by the Borrower and the Restricted Subsidiaries as a result of such event to repay Indebtedness permitted to be incurred hereunder (other than (1) the Loans or (2) other Indebtedness that is secured by ▇▇▇▇▇ on the Collateral that rank on an equal priority basis (but without regard to control of remedies) or on a junior basis to the Liens on the Collateral securing the Secured Obligations and incurred pursuant to Section 6.01(a)) and secured by such asset or otherwise subject to mandatory prepayment as a result of such event and any costs associated with unwinding any related Derivative Transaction in connection with such transaction, (x) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (x)) attributable to minority interests and not available for distribution to or for the account of the Borrower and the Restricted Subsidiaries as a result thereof, (y) the amount of any liabilities directly associated with such asset and retained by the Borrower or the Restricted Subsidiaries and (z) any reserve for adjustment in respect of (A) the sale price of the property that is the subject of such Disposition established in accordance with GAAP and (B) any liabilities associated with such property and retained by the Borrower or any other Restricted Subsidiary after such Disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (iii) in the case of the incurrence of any Indebtedness the proceeds of which are required to be used to prepay any Class of Loans and/or reduce any Class of Commitments under this Agreement, accrued interest and premium, if any, on such Loans and any other amounts (other than principal) required to be paid in respect of such Loans and/or Commitments in connection with any such prepayment and/or reduction and (iv) the amount of all Taxes paid (or reasonably estimated to be payable) by the Borrower or any Restricted Subsidiary, including any Taxes payable by, or any Tax distribution to, any Parent Company and the amount of any reserves established by the Borrower and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable that are directly attributable to such event; provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such reduction.

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“New Contracts” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA.”

“Non-Defaulting Revolving Lenders” has the meaning assigned to such term in Section 2.21(d)(i).

“Obligations” means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), reimbursements, indemnities and all other advances to, debts, liabilities and obligations of any Loan Party to the Lenders or to any Lender, the Administrative Agent, any Issuing Bank or any indemnified party arising under the Loan Documents in respect of any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising.

“OFAC” has the meaning assigned to such term in Section 3.17(a).

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Requirements of Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Original Closing Date” means November 30, 2017.

“Original Credit Agreement” means that certain First Lien Credit Agreement, dated as of the Original Closing Date, among the Borrower, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and collateral agent for the secured parties and as an issuing bank, and the issuing banks from time to time party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the 2021 Restatement Effective Date.

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“Other Connection Taxes” means, with respect to any Lender, any Issuing Bank or the Administrative Agent, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary Taxes or any intangible, recording, filing or other excise or property Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, but excluding (i) any Excluded Taxes and (ii) any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation (other than an assignment made pursuant to Section 2.19(b)).

“Outstanding Amount” means (a) with respect to any Term Loan and/or Revolving Loan and/or a Swing Line Loan on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Term Loan and/or Revolving Loan and/or a Swing Line Loan, as the case may be, occurring on such date, (b) with respect to any Letter of Credit, the aggregate amount available to be drawn under such Letter of Credit after giving effect to any changes in the aggregate amount available to be drawn under such Letter of Credit or the issuance or expiry of such Letter of Credit, including as a result of any LC Disbursement and (c) with respect to any LC Disbursement on any date, the amount of the aggregate outstanding amount of such LC Disbursement on such date after giving effect to any disbursements with respect to any Letter of Credit occurring on such date and any other changes in the aggregate amount of such LC Disbursement as of such date, including as a result of any reimbursements by the Borrower of such unreimbursed LC Disbursement.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the Issuing Banks or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the Issuing Banks, as the case may be, in accordance with banking industry rules on interbank compensation.

“Parent Company” means any direct or indirect parent company of the Borrower, including, without limitation, any Specified Parent Company.

“Participant” has the meaning assigned to such term in Section 9.05(c)(i).

“Participant Register” has the meaning assigned to such term in Section 9.05(c).

“Participating Member State” shall mean any member state of the European Union that has Euros as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

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“Patent” means the following: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, reexaminations, divisionals, continuations, renewals, extensions and continuations-in-part thereof; (d) all income, royalties, damages, claims and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing.

“Payment Block” has the meaning assigned to such term in Section 2.11(b)(viii).

“Payment Recipient” has the meaning assigned to such term in Section 8.14.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, maintains or contributes to or has an obligation to contribute to, or otherwise has any liability, contingent or otherwise.

“Perfection Certificate” means a certificate substantially in the form of Exhibit J.

“Perfection Requirements” means the filing of appropriate financing statements with the office of the Secretary of State or other appropriate office of the state of organization of each relevant Loan Party, the filing of Intellectual Property Security Agreements or other appropriate instruments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable, in each case in favor of the Administrative Agent for the benefit of the Secured Parties and the delivery to the Administrative Agent of any stock certificate or promissory note, together with instruments of transfer executed in blank, in each case, to the extent required by the applicable Loan Documents.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permanent Financing” means any (a) term loans (including any senior secured term loan B facility), (b) loan facility, credit facility, commercial bank financing or other bank or institutional facility, (c) Preferred Stock or other preferred equity (including, without limitation, any mandatory convertible or perpetual preferred equity (and including any Preferred Stock issued to any Parent Company)), (d) senior secured and/or unsecured notes issued pursuant to one or more Rule 144A/Regulation S offerings or other private placement transactions, and (e) other secured or unsecured debt, notes, equity, preferred equity or equity-linked securities of the Parent Company, the Borrower or any of its Subsidiaries, in each case, issued or incurred, as the case may be, in connection with the Amendment No. 1Globetrotter Transactions, including to finance, in whole or in part, the Amendment No. 1Globetrotter Transactions, to replace or refinance, in whole or in part, any Bridge Facilities, and/or to redeem, in whole or in part, the 2025 Shift4 Payments Convertible Notes (or to replenish cash previously used to redeem such 2025 Shift4 Payments Convertible Notes), which, for the avoidance of doubt, may be incurred on, prior to or after the consummation of the Amendment No. 1Globetrotter Offer.

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“Permitted Acquisition” means (i) the Amendment No. 1Globetrotter Acquisition Transactions and (ii) any other acquisition made by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets, or any business line, unit or division or product line (including research and development and related assets in respect of any product) of, any Person or of a majority of the outstanding Capital Stock of any Person who is engaged in a Similar Business (and, in any event, including any Investment in (x) any Restricted Subsidiary the effect of which is to increase the Borrower’s or any Restricted Subsidiary’s equity ownership in such Restricted Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture) if (1) such Person becomes a Restricted Subsidiary or (2) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, the Borrower and/or any Restricted Subsidiary as a result of such Investment.

Notwithstanding the foregoing or anything to the contrary set forth herein or in any other Loan Document, the Amendment No. 1Globetrotter Acquisition Transactions shall be deemed to constitute a Permitted Acquisition whether or not the foregoing conditions shall be satisfied on or prior to the date of the consummation of the Amendment No. 1Globetrotter Acquisition.

“Permitted Holders” means (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (ii) Searchlight, (iiiii) any Affiliates and/or Related Persons of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or Searchlight (including the funds, partnerships or other co-investment vehicle managed, advised or controlled thereby, but other than, in each case, any portfolio company of Searchlight) and (iv) any “group” (within the meaning of Section 13(d)(3) or Section 13(d)(5) of the Exchange Act or any successor provision) of which any of the Persons described in clause (i), (ii) or (iii) above are members; provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Persons specified in clause (i), (ii) or (iii) above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the voting stock (other than Disqualified Capital Stock) of Shift4 Payments then held by such “group” (for purposes of this clause (iv), such Person or group shall be deemed to beneficially own any voting stock of a corporation held by any other corporation (the “parent corporation”) so long as such Person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the voting stock of such parent corporation).

“Permitted Liens” means Liens permitted pursuant to Section 6.02.

“Permitted Processing Provider Liens” means Liens on the Processing Provider Collateral securing obligations pursuant to the Processing Provider Agreements.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

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“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) maintained by the Borrower and/or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of its ERISA Affiliates, other than any Multiemployer Plan.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq. as modified by Section 3(42) of ERISA, as amended from time to time.

“Platform” has the meaning assigned to such term in Section 5.01.

“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

“Primary Obligor” has the meaning assigned to such term in the definition of “Guarantee.”

“Prime Rate” means (a) the rate of interest publicly announced, from time to time, by the Administrative Agent at its principal office in New York City as its “prime rate,” with the understanding that the “prime rate” is one of the Administrative Agent’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as the Administrative Agent may designate or (b) if the Administrative Agent has no “prime rate,” the rate of interest last quoted by The Wall Street Journal (or another national publication reasonably selected by the Administrative Agent) as the “Prime Rate” in the U.S. or, if The Wall Street Journal (or such other publication) ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).

“Prior Administrative Agent” has the meaning assigned to such term in the recitals to this Agreement.

“Pro Forma Basis” or “pro forma effect” means, with respect to any determination of the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets (including any component definition thereof), that:

(a) (i) in the case of (A) any Disposition of all or substantially all of the Capital Stock of any Restricted Subsidiary or any division and/or product line of the Borrower or any Restricted Subsidiary, (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (C) if applicable, any transaction described in clauses (g) and/or (h) of the definition of “Subject Transaction” and/or (D) the implementation of any Investment, Disposition, operating improvement, restructuring, cost savings initiative, any similar initiative (including the

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renegotiation of contracts and other arrangements) and/or specified transaction, in each case, prior to, on or after the Closing Date (any such operating improvement, restructuring, cost savings initiative or similar initiative or specified transaction, a “Business Optimization Initiative”), income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction, shall be excluded as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of (A) Permitted Acquisition or other Investment, (B) designation of any Unrestricted Subsidiary as a Restricted Subsidiary and/or (C) if applicable, any transaction described in clauses (g) and/or (h) of the definition of “Subject Transaction,” income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction shall be included as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; it being understood that any pro forma adjustment described in this Agreement may be applied to any such test or covenant solely to the extent that such adjustment is consistent with the definition of “Consolidated Adjusted EBITDA,”

(b) any retirement or repayment of Indebtedness that constitutes a Subject Transaction shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made,

(c) any Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith that constitutes a Subject Transaction shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that (i) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (ii) interest on any Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (iii) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower,