On May 10, 2024, WEX Inc. (the ?Company?) and certain of its subsidiaries entered into the Fifth Amendment to Amended and Restated Credit Agreement (the ?Fifth Amendment?), which amends that certain Amended and Restated Credit Agreement, dated as of April 1, 2021, by and among the Company and certain of its subsidiaries identified therein, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent on behalf of the lenders (as amended by the First Amendment to Amended and Restated Credit Agreement dated April 24, 2023, the Second Amendment to Amended and Restated Credit Agreement dated August 10, 2023, the Third Amendment to Amended and Restated Credit Agreement dated September 26, 2023, the Fourth Amendment to Amended and Restated Credit Agreement dated January 22, 2024, and as otherwise amended, restated, amended and restated, supplemented or otherwise modified prior to May 10, 2024, the ?Existing Credit Agreement? and, as amended by the Fifth Amendment, the ?Amended Credit Agreement?). The Fifth Amendment (i) extends the maturity date of the Company?s revolving credit facility and tranche A term loans from April 1, 2026 to May 10, 2029, (ii) increases commitments under the Company?s revolving credit facility from $1.43 billion to $1.6 billion and (iii) increases the size of the Company?s tranche A term loan facility from $844 million to $900 million.

The Fifth Amendment also amends certain additional terms of the Existing Credit Agreement, including without limitation, by (x) repricing the applicable interest margin for the tranche A term loan facility and the revolving credit facility to be (1) to the extent the Company?s consolidated leverage ratio is equal to, or less than 3.00 to 1.00, 1.50% for SOFR loans and 0.50% for base rate loans, (2) to the extent the Company?s consolidated leverage ratio is greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00, 1.75% for SOFR loans and 0.75% for base rate loans, (3) to the extent the Company?s consolidated leverage ratio is greater than 3.50 to 1.00 but less than or equal to 4.25 to 1.00, 2.00% for SOFR loans and 1.00% for base rate loans and (4) to the extent the Company?s consolidated leverage ratio is greater than 4.25 to 1.00, 2.25% for SOFR Loans and 1.25% for base rate loans, (y) removing the credit spread adjustment for SOFR borrowings under such facilities and (z) making additional changes as further described on Exhibit 10.1 to this Current Report on Form 8-K. The obligations of the borrowers under the Amended Credit Agreement are secured by a security interest in certain of the assets of the Company and the guarantors, subject to certain exceptions, pursuant to the terms of a U.S. security agreement, dated as of July 1, 2016, and amended on May 10, 2024, in favor of Bank of America, as collateral agent for the lenders.