exv10w2







Exhibit 10.2




AMENDMENT NO. 2




     THIS AMENDMENT NO. 2, dated as of February 18, 2009 (this “Amendment”), of that
certain Credit Agreement referenced below is by and among Euronet Worldwide, Inc., a Delaware
corporation (“EWI”), certain Subsidiaries and Affiliates of EWI identified herein, as
Borrowers and Guarantors, the undersigned Lenders, Bank of America, N.A., as Administrative Agent
for Domestic Loan Obligations and F/X Obligations and, acting through its Mumbai Branch, as
Administrative Agent for all India Obligations, and Bank of America, as Collateral Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings provided in the
Credit Agreement.



W I T N E S S E T H




     WHEREAS, multicurrency revolving and institutional term loan facilities have been established
in favor of the Borrowers pursuant to the terms of that certain Credit Agreement, dated as of April
4, 2007 (as amended, restated, extended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrowers named therein, the Guarantors named therein, the
Lenders identified therein, Bank of America, N.A., as Administrative Agent for Domestic Loan
Obligations and F/X Obligations and, acting through its Mumbai Branch, as Administrative Agent for
all India Obligations, and Bank of America, as Collateral Agent;



     WHEREAS, EWI has requested certain modifications to the Credit Agreement;



     WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions
set forth herein;



     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



     1. Acknowledgment. Section 2.06(b)(vi) of the Credit Agreement provides for certain
mandatory prepayments and termination of Commitments unless certain conditions are satisfied with
respect to the Convertible Debentures, including demonstration by EWI of sufficient liquidity and
pro forma compliance with the financial covenants. Acknowledgment is hereby given that EWI has
satisfied the conditions in subclause (B) of Section 2.06(b)(vi) such that no mandatory prepayment
is required in respect of the next Repurchase Date for the Convertible Debentures.



     2. Amendments to the Credit Agreement. The Credit Agreement is amended as follows:



     2.1 Section 1.01 (Definitions) is amended in the following respects:




     (a) The definition of “Consolidated EBITDA” is amended to read as follows:




     “Consolidated EBITDA” means, for any period for the Consolidated Group,
without duplication, the sum of (i) operating income, plus (ii)
depreciation, plus (iii) amortization,  plus (iv) interest income
from the operations of the Prepaid Processing Segment, plus (v) certain
one-time non-cash charges with the consent of the Administrative Agent and the
Required Lenders, plus (vi) non-cash expenses recognized pursuant to FASB
Statement No. 123(R) (Share-Based Payments) plus (vii) net income from joint
ventures and other minority interests owned by members of the Consolidated Group
when and as earned and received plus (viii) to the extent deducted in the
calculation of operating income, charges resulting from the proposed acquisition of
MoneyGram International, Inc. in an aggregate amount not to exceed $4 million
plus (ix)



 









 







to the extent deducted in the calculation of operating income, one-time
non-cash charges for impairment of goodwill or other intangible assets taken during
the period ending December 31, 2008 and thereafter; provided that (A)
appropriate adjustments will be made in subsequent periods where cash payments are
subsequently made in respect of non-cash charges previously excluded under clauses
(v) and (vi) and (B) such calculations to exclude the effect of extraordinary gains
and losses and tax effects relating thereto Except as otherwise expressly provided,
the applicable period shall be the four consecutive fiscal quarters ending as of the
date of determination.




     (b) The “except” clause in the definition of “Debt Transactions” is amended to read as
follows:




     , except for Funded Debt permitted to be incurred pursuant to clauses
(a) through (o) of Section 8.03.




     (c) Clause (f) of the definition of “Equity Transactions” is amended to read as
follows:




     (f) of Capital Stock the proceeds of which are used to make payments permitted
on the Convertible Debentures in accordance with Section 8.10(b)(iii),
Section 8.10(b)(iv) or the “Notwithstanding” sentence at the end of Section
8.10.




     (d) The definition of “Permitted Disposition” is amended by deleting the “and” at the
end of clause (b), relabeling clause (c) as clause (d), and adding a new clause (c) to read
as follows:




     (c) the contribution of all or any portion of the assets of, or the equity
interests in, certain subsidiaries organized and operating in Spain (including
Euronet Movilcarga S.L. and Euronet Telerecarga, S.L.) into a non-wholly owned joint
venture otherwise permitted hereunder; and



     2.2 In Section 2.06(b)(ii)(B) (Prepayments), the reference to “clause (b)” in the first
parenthetical is amended to be a reference to “clause (b) or (c)”.



     2.3 In Section 7.11 (Use of Proceeds), the proviso is amended to read as follows:




provided that, notwithstanding anything contained herein to the contrary,
Credit Extensions may not be used for the repurchase or redemption of the
Convertible Debentures (it being understood that Credit Extensions shall not be
deemed to have been so used solely because Credit Extensions are outstanding at the
time of such repurchases or redemptions).



     2.4 Section 8.01 (Liens) is amended in the following respects:




     (a) Subclause (m) is amended to read as follows:




     (m) rights or Liens granted to (1) vendors or suppliers of products, content or
services distributed or provided through processing networks of the Consolidated
Group (including, without limitation, those that supply PIN’s, on-line mobile or
long distance phone time (including, without limitation, telephone operators and
other vendors or suppliers, including Transport for London; distributors of prepaid
music, television and



2









 







other services; and issuers of gift cards and other stored value cards)) in the
products or content supplied (including, without limitation, PIN inventory, PIN
accounts receivable (including the rights and Liens of mobile operators in the
Mobile Network Trust Arrangement) and any restricted cash accounts associated with
the purchase or sale of those products or content or (2) correspondent payout agents
to facilitate money transfers;




     (b) Subclause (o) is amended to read as follows:




     (o) cash collateral in an aggregate amount of up to €35 million to secure
letters of credit or bank guarantees permitted by Section 8.03(l);



     2.5 Section 8.02 (Investments) is amended in the following respects:




     (a) Clause (i) is amended in the following respects:




     (1) In subclause (i), the references to “$25 million” are amended to read “$50
million”; and




     (2) Subclause (iii) is amended to read “Foreign Subsidiaries that are organized
and operating under the laws of the Peoples Republic of China, whether or not
wholly-owned and whether or not a Guarantor, in an aggregate principal amount not to
exceed an amount equal to the remainder of $50 million minus the aggregate amount of
Indebtedness outstanding under Sections 8.03(e)(iii)(A) and 8.03(o)(iv)”.




     (b) Clause (j) is amended to change the section reference at the end of the section
from “Section 8.03(m)” to “Section 8.03(n)”.




     (c) The existing subclause (m) is relabeled as subclause (n) and a new subclause (m) is
added as follows:




     (m) the contribution of all or any portion of the assets of, or the equity
interests in, certain subsidiaries organized and operating in Spain (including
Euronet Movilcarga, S.L. and Euronet Telerecarga, S.L.) into a non-wholly owned
joint venture otherwise permitted hereunder; and



     2.6 Section 8.03 (Indebtedness) is amended in the following respects:




     (a) Subclause (iv) of clause (c) is amended to read as follows:




     (iv) the covenants, terms and provisions of the indenture, note purchase
agreement, credit agreement or other governing instrument will not be less favorable
to EWI and the Consolidated Group, in any material respect, than the indenture
governing the Convertible Subordinated Debentures; provided that the conversion rate
may be less favorable to EWI and the Consolidated Group;




     (b) Subclause (iii) of the proviso of clause (e) is amended to read as follows:




     (iii) the aggregate principal amount of all such Indebtedness shall not exceed
(A) in the case of members of the Consolidated Group organized and operating in the
Peoples Republic of China, an amount, at any time, equal to the remainder of $50
million minus the aggregate amount of Investments under Section 8.02(i)(iii) and the
aggregate amount



3









 







of Indebtedness outstanding under Section 8.03(o)(iv), and (B) in the case of
members of the Consolidated Group other than members that are organized and
operating in the Peoples Republic of China, $40 million at any time;




     (c) Clause (l) is amended to read as follows:




     (l) Indebtedness of up to €35 million under letters of credit or bank
guaranties (net of cash collateral provided therefor) required by (1) vendors or
suppliers of products, content or services distributed or provided through
processing networks of the Consolidated Group (including, without limitation, those
that supply PIN’s, on-line mobile or long distance phone time (including, without
limitation, telephone operators and other vendors or suppliers, including Transport
for London; distributors of prepaid music, television and other services; and
issuers of gift cards and other stored value cards)) in the products or content
supplied (including, without limitation, PIN inventory, PIN accounts receivable
(including the rights and Liens of mobile operators in the Mobile Network Trust
Arrangement) and any restricted cash accounts associated with the purchase or sale
of those products or content or (2) correspondent payout agents to facilitate money
transfers;




     (d) Clause (o) is amended to read as follows:




     (o) other Funded Debt not contemplated in the foregoing clauses of this Section
in an aggregate principal amount not to exceed (i) $10 million, in the case of EWI,
(ii) $5 million, in the case of any member of the Consolidated Group other than EWI
and members of the Consolidated Group that are organized and operating in the
Peoples Republic of China, (iii) $30 million in the aggregate for all members of the
Consolidated Group other than EWI and members of the Consolidated Group that are
organized and operating in the Peoples Republic of China, and (iv) an amount, at any
time, equal to the remainder of $50 million minus the aggregate amount of
Investments under Section 8.02(i)(iii) and the aggregate amount of Indebtedness
outstanding under Section 8.02(e)(iii)(A), in the aggregate for all members of the
Consolidated Group that are organized and operating in the Peoples Republic of
China; and



     2.7 Clause (g) of Section 8.06 (Restricted Payments) is amended to read:




     (g) EWI may redeem, retire, repurchase or acquire for value and otherwise make payments
with respect to the Convertible Debentures pursuant to the terms and conditions set forth in
Section 8.10.



     2.8 Section 8.10 (Covenants Regarding Convertible Debentures and Other Subordinated Debt) is
amended in the following respects:




     (a) Clause (b) is amended as follows:




     (1) in subclause (iii) all references to the “Convertible Debentures” are
amended to read “Convertible Subordinated Debentures”;




     (2) the “and” at the end of subclause (ii) is deleted and an “and” is inserted
at the end of subclause (iii); and



4









 






     (3) a new clause (iv) is added providing “the redemption, retirement,
repurchase, or acquisition for value of the Convertible Subordinated Debentures, at
any time and from time to time, (A) in connection with a refinancing, refunding,
renewal or extension of the Convertible Subordinated Debentures otherwise permitted
under Section 8.03(c), (B) in exchange for Capital Stock of EWI issued directly to
the holders of the Convertible Subordinated Debentures or (C) with the proceeds of
an Equity Transaction permitted for such purpose hereunder.”




     (b) The “Notwithstanding” sentence at the end of Section 8.10 is amended to read as
follows:




     “Notwithstanding the foregoing, EWI shall be permitted to redeem, repurchase,
retire or acquire, at any time and from time to time, Convertible Senior Debentures
(whether for cash and/or in exchange for Capital Stock of EWI) so long as no Default
or Event of Default shall exist immediately before or immediately after giving
effect to such redemption, repurchase, retirement or acquisition.”



     2.9 Section 8.13(a) (Consolidated Net Worth) is amended to read as follows:




     (a) Consolidated Net Worth. At any time, permit Consolidated Net Worth to be
less than the sum of (i) 75% of Consolidated Net Worth (as established by the financial
statements delivered pursuant to Section 7.01(b) for the fiscal quarter ending March 31,
2007) after giving effect to the RIA Acquisition on a Pro Forma Basis plus (ii) an
amount equal to 50% of cumulative Consolidated Net Income (but not less than zero) from the
end of the first fiscal quarter to occur after the Closing Date, plus (iii) an
amount equal to 75% of net cash proceeds from Equity Transactions occurring after the
Closing Date, minus (iv) one-time non-cash charges for impairment of goodwill or
other intangible assets taken during the period ending December 31, 2008 and thereafter to
the extent not included in the foregoing clause (ii) hereof.



     2.10 The Domestic Security Agreement is amended such that (a) each reference in Section 5(k)
and (l) thereof to a Patent, Trademark or Copyright is amended by inserting the word “material”
immediately prior to such reference and (b) the portion of Schedule 1(b) (Intellectual Property)
thereto relating to Patents is amended to read as attached hereto. Certain information on the
version of that schedule delivered at closing was incomplete or inaccurate. The corrected schedule
is provided with the intent to address and correct such items. Further, by execution of this
Amendment, the Lenders waive any Default or Event of Default that exists, or may have existed, on
account of the foregoing but that would not have existed had the amendments provided for by this
Section 2.10 been in effect at the relevant time.



     3. EWI’s Objection to FASB 141(R). As permitted by Section 1.03(c) of the Credit
Agreement, EWI hereby objects to determining compliance with any financial ratio or requirement set
forth in any Credit Documents under the computations required by FASB Statement No. 141(R)
(Business Combinations) and the Lenders hereby acknowledge that such computations shall continue to
be made on a basis consistent with the most recent financial statements delivered by EWI under
Section 7.01(b).



     4. Conditions Precedent. This Amendment shall be effective (such date on which this
Amendment becomes effective, the “Amendment No. 2 Effectiveness Date”) immediately upon
satisfaction of the following conditions:



5









 






     (a) Executed Amendment. Receipt by the Administrative Agent of multiple
counterparts of this Amendment duly executed by the Credit Parties, the Required Lenders and
the Administrative Agent.




     (b) Legal Opinions. Receipt by the Administrative Agent of favorable legal
opinions of counsel for EWI and the other Domestic Credit Parties, in form and substance
reasonably satisfactory to the Administrative Agent and the requisite Lenders.




     (c) Organization Documents, Incumbency, Resolutions, Etc. Receipt by the
Administrative Agent of the following, each of which shall be originals or facsimiles
(followed promptly by originals), in form and substance satisfactory to the Administrative
Agent:




     (i) copies of the Organization Documents of each Domestic Credit Party
certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or
organization, where applicable, and certified by a secretary or assistant secretary
of such Domestic Credit Party to be true and correct as of the date of this
Amendment, unless a Responsible Officer of EWI certifies in a certificate that the
Organization Documents previously delivered to the Administrative Agent in
connection with the Credit Agreement have not been amended, supplemented or
otherwise modified and remain in full force and effect as of the date hereof;




     (ii) incumbency certificates identifying the Responsible Officers of the
Domestic Credit Parties who are authorized to execute this Amendment and related
documents and to act on the Domestic Credit Parties behalf in connection with this
Amendment and the Credit Documents, unless a Responsible Officer of EWI certifies in
a certificate that the incumbency certificates previously delivered to the
Administrative Agent in connection with the Credit Agreement have not been amended,
supplemented or otherwise modified and remain in full force and effect as of the
date hereof.




     (iii) such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of each Domestic Credit Party as
the Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Amendment; and




     (iv) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Domestic Credit Party is duly organized or
formed, and is validly existing, and in good standing in its state of organization
or formation.




     (d) Receipt by the Administrative Agent of (i) a fee, for the benefit of the Lenders
consenting to this Amendment, in an amount equal to one half of one percent (0.50%) of the
aggregate amount of such consenting Lenders’ loans and commitments under the Credit
Agreement and (ii) all other fees and expenses required to be paid on or before the
Amendment No. 2 Effectiveness Date.



     5. Effectiveness of Amendment. On and after the date hereof, all references to the
Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as
amended by this Amendment. For purposes of clarification, all financial covenant calculations with
respect to periods prior to the Amendment No. 2 Effectiveness Date will be made using the financial
definitions and



6









 







covenants as amended by this Amendment. Except as specifically amended hereby or otherwise
agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms.



     6. Representations and Warranties; Defaults. The Credit Parties hereby affirm each of
the following:




     (a) all necessary action to authorize the execution, delivery and performance of this
Amendment has been taken;




     (b) after giving effect to this Amendment, the representations and warranties set forth
in the Credit Agreement and the other Credit Documents are true and correct in all material
respects as of the date hereof (except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section 6, the
representations and warranties contained in subsections (a) and (b) of Section 6.05 of the
Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement).




     (c) except as waived in Section 2.10 of this Amendment, before and after giving
effect to this Amendment, no Default or Event of Default shall exist; and




     (d) except as expressly provided otherwise herein, the liens and security interests
created and granted in the Credit Documents remain in full force and effect and this
Amendment is not intended to adversely affect or impair such liens and security interests in
any manner.



     7. Full Force and Effect. Except as modified hereby, all of the terms and provisions
of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto)
shall remain in full force and effect.



     8. Reaffirmation of Security Interests. The Credit Parties (a) affirm that each of
the liens granted in or pursuant to the Credit Documents are valid and subsisting and (b) agree
that this Amendment shall in no manner impair or otherwise adversely effect any of the liens
granted in or pursuant to the Credit Documents.



     9. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, and it shall not be necessary
in making proof of this Amendment to produce or account for more than one such counterpart.
Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be
effective as such party’s original executed counterpart and shall constitute a representation that
such party’s original executed counterpart will be delivered.



     10. Fees and Expenses. The Credit Parties agree to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.



     11. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York.



[SIGNATURES ON FOLLOWING PAGES]




7









 





     IN WITNESS WHEREOF, 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.



	 	 	 	 	 	 	 
	DOMESTIC BORROWERS:	 	EURONET WORLDWIDE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rick L. Weller
	 	 	Title: EVP & CFO
	 
	 	 	 	 	 	 
	 	 	EURONET PAYMENTS & REMITTANCE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Mettemeyer	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Eric Mettemeyer
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	RIA ENVIA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Bianchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Juan C. Bianchi
	 	 	Title: President & CEO
	 
	 	 	 	 	 	 
	 	 	CONTINENTAL EXCHANGE SOLUTIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Bianchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Juan C. Bianchi
	 	 	Title: President & CEO
	 
	 	 	 	 	 	 
	DOMESTIC GUARANTORS:	 	EURONET WORLDWIDE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rick L. Weller
	 	 	Title: EVP & CFO
	 
	 	 	 	 	 	 
	 	 	EURONET PAYMENTS & REMITTANCE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Mettemeyer	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Eric Mettemeyer
	 	 	Title: Treasurer






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	EURONET USA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: Vice President & Secretary
	 
	 	 	 	 	 	 
	 	 	PAYSPOT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Mettemeyer	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Eric Mettemeyer
	 	 	Title: President
	 
	 	 	 	 	 	 
	 	 	RIA ENVIA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Bianchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Juan C. Bianchi
	 	 	Title: President & CEO
	 
	 	 	 	 	 	 
	 	 	CONTINENTAL EXCHANGE SOLUTIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Bianchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Juan C. Bianchi
	 	 	Title: President & CEO
	 
	 	 	 	 	 	 
	 	 	RIA TELECOMMUNICATIONS OF NEW YORK, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Bianchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Juan C. Bianchi
	 	 	Title: President & CEO
	 
	 	 	 	 	 	 
	F/X BORROWERS:	 	EFT SERVICES HOLDINGS BV
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: EVP, Euronet Worldwide, Inc., Managing
Director
	 
	 	 	 	 	 	 
	 	 	DELTA EURONET GmbH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger Heinz	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Roger Heinz
	 	 	Title: SVP, Managing Director EEFT






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	E-PAY HOLDINGS LTD
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: Director
	 
	 	 	 	 	 	 
	F/X GUARANTORS:	 	EFT SERVICES HOLDINGS BV
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: EVP Euronet Worldwide, Inc., Managing Director
	 
	 	 	 	 	 	 
	 	 	DELTA EURONET GmbH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger Heinz	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Roger Heinz
	 	 	Title: SVP, Managing Director EEFT
	 
	 	 	 	 	 	 
	 	 	E-PAY HOLDINGS LTD
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: EVP Euronet Worldwide, Inc., Managing Director
	 
	 	 	 	 	 	 
	 	 	RIA FINANCIAL SERVICES AUSTRALIA PTY LTD
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Bianchi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Juan C. Bianchi
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	E-PAY AUSTRALIA PTY LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gareth Gumbley	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gareth Gumbley
	 	 	Title: Director, SVP






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	E-PAY AUSTRALIA HOLDINGS PTY LTD
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gareth Gumbley	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gareth Gumbley
	 	 	Title: Director, SVP
	 
	 	 	 	 	 	 
	 	 	EURONET SERVICES GmbH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger Heinz	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Roger Heinz
	 	 	Title: SVP, Managing Director EEFT
	 
	 	 	 	 	 	 
	 	 	RIA ENVIA FINANCIAL SERVICES GmbH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wolf-Dieter Weschke	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Wolf-Dieter Weschke
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	TRANSACT ELEKTRONISCHE
 ZAHLUNGSSYSTEME GmbH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marc Ehler	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Marc Ehler
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	EURONET BANKTECHNIKAI SZOLGÁLTATÓ 
KORLÁTOLT

FELELÕSSÉGÛ TÁRSASÁG
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erika Schalkhammer	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Erika Schalkhammer
	 	 	Title: Managing Director/Country Manager
	 
	 	 	 	 	 	 
	 	 	EURONET ADMINISZTRÁCIÓS SZOLGÁLTATÓ
 KORLÁTOLT

FELELÕSSÉGÛ TÁRSASÁG
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Va’Rady-Szabo Bence	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Bence Va’Rady-Szabo
	 	 	Title: Managing Director, EEFT Finance Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	EURONET PAY & TRANSACTION SERVICES S.R.L.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Giuseppe Di Marco	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Giuseppe Di Marco
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	E-PAY NEW ZEALAND LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gareth Gumbley	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gareth Gumbley
	 	 	Title: Director, SVP
	 
	 	 	 	 	 	 
	 	 	EURONET TELERECARGA, S.L. SOCIEDAD UNIPERSONAL
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus Sanchez Rios	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jesus Sanchez Rios
	 	 	Title: Sole Administrator
	 
	 	 	 	 	 	 
	 	 	E-PAY LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ A. JT Westlake	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Anthony JT Westlake
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	RIA FINANCIAL SERVICES LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marcela Gonzalez	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Marcela Gonzalez
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	OMEGA LOGIC LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	EURONET ESSENTIS LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Antony Brown	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Antony Brown
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	ENVIA TELECOMUNICACIONES, S.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sebastian Plubins	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Sebastian Plubins
	 	 	Title: General Director
	 
	 	 	 	 	 	 
	 	 	EURONET BUSINESS HOLDINGS S.L.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus Sanchez Rios	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jesus Sanchez Rios
	 	 	Title: Sole Administrator
	 
	 	 	 	 	 	 
	 	 	RIA SPAIN HOLDINGS, S.L.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sebastian Plubins	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Sebastian Plubins
	 	 	Title: General Director
	 
	 	 	 	 	 	 
	 	 	BANKOMAT 24/EURONET SP.Z.O.O.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marek Szafirski	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Marek Szafirski
	 	 	Title: President
	 
	 	 	 	 	 	 
	INDIA BORROWER:	 	EURONET SERVICES INDIA PVT LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman
	 	 	Title: Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT
	 	 	 	 	 	 
	(FOR DOMESTIC LOAN
	 	 	 	 	 	 
	OBLIGATIONS AND
	 	 	 	 	 	 
	F/X OBLIGATIONS):	 	BANK OF AMERICA, N.A.,
	 	 	as Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Brashler	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael Brashler
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT
	 	 	 	 	 	 
	(FOR INDIA OBLIGATIONS):	 	BANK OF AMERICA, N.A., acting through its Mumbai Branch, as
Administrative Agent for all India related credit facilities
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Uday Nair	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Uday Nair
	 	 	Title: VP, Corporate Debt Products
	 
	LENDERS:	 	BANK OF AMERICA, N.A.,
	 	 	as Domestic L/C Issuer, F/X L/C Issuer, Domestic
Swingline Lender and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey P. Yoakum	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey P. Yoakum
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 








 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., acting through its Mumbai
Branch, as India Revolving Lender and India L/C
Issuer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Uday Nair	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Uday Nair
	 	 	Title: VP, Corporate Debt Products






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	BANK OF KANSAS CITY, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matthew J. Mason	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Matthew J. Mason
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	CALIFORNIA BANK & TRUST, A CALIFORNIA BANKING
CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ursula St. Geme	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ursula St. Geme
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott Miller	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Scott Miller
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	HARRINGTON BANK, A DIVISION OF LOS PADRES BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory L. Sweeney	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Gregory L. Sweeney
	 	 	Title: Sr. Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David A. Wild	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David A. Wild
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	LLOYDS TSB BANK PLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Windsor R. Davies	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Windsor R. Davies
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Carlos E. Lopez	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Carlos E. Lopez
	 	 	Title: Associate Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Leong	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michel Leong
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kari E. Niermann	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kari E. Niermann
	 	 	Title: Assistant Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Skinner	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Skinner
	 	 	Title: Duly Authorized Signatory






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	STATE BANK OF INDIA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Prabodh Parikh	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Prabodh Parikh
	 	 	Title: Vice President & Head (Credit)






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	ABCLO 2007-1, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alliance Bernstein L.P., as manager	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael E. Sohr
	 	 	Title: Senior Vie President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 





	 	 	 	 	 	 	 
	 	 	AIB DEBT MANAGEMENT LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Augustini	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Joseph Augustini
	 	 	Title: Senior Vice President 

Investment Advisor to 

AIB Debt Management, Limited
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shane O’Driscoll	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Shane O’Driscoll
	 	 	Title: Assistant Vice President 

Investment Advisor to 

AIB Debt Management, Limited






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 








 






	 	 	 	 	 	 	 
	 	 	AMMC VIII, LIMITED
	 
	 	 	 	 	 	 
	 	 	By: American Money Management Corp.,
As Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chester M. Eng	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Chester M. Eng
	 	 	Title: Senior Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	ATLANTIS FUNDING LTD.
	 
	 	 	 	 	 	 
	 	 	By: INVESCO Senior Secured Management, Inc.

As Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Gambardella	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Angela Gambardella
	 	 	Title: Authorized Signatory






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	ARTUS LOAN FUND 2007-1, LTD.

BABSON CLO LTD. 2008-II
	 	 	By: Babson Capital Management LLC as Collateral

Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arthur McMahon	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Arthur McMahon
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	VINASCA CLO, LTD.
	 	 	By: Babson Capital Management LLC as Collateral

Servicer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arthur McMahon	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Arthur McMahon
	 	 	Title: Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	BAKER STREET FUNDING CLO 2005-I LTD.
	 	 	By: Seix Investment Advisors LLC, as

Collateral Manager
	 
	 	 	 	 	 	 
	 	 	BAKER STREET CLO II LTD.
	 	 	By: Seix Investment Advisors LLC, as

Collateral Manager
	 
	 	 	 	 	 	 
	 	 	GRAND HORN CLO LTD.
	 	 	By: Seix Investment Advisors LLC, as

Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George Goudelias	 	 
	 

	 	 	 	 	 	 
	 	 	Name: George Goudelias
	 	 	Title: Managing Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	CAVALRY CLO I, LTD.
	 	 	By: Regiment Capital Management, LLC

As its Investment Advisor
	 
	 	 	 	 	 	 
	 	 	By: Regiment Capital Advisors, LP
its Manager and pursuant to delegated
authority
	 
	 	 	 	 	 	 
	 	 	By: Regiment Capital Advisors, LLC

its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark A. Brostowski	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Mark A. Brostowski
	 	 	Title: Authorized Signatory






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	CIFC FUNDING 2007 - III, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nga Tran	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Nga Tran
	 	 	Title: Head of Institutional Relationships






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 





	 	 	 	 	 	 	 
	 	 	COLUMBUSNOVA CLO LTD. 2007-I
	 
	 	 	COLUMBUSNOVA CLO IV LTD. 2007-II
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Benjamin Peterson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Benjamin Peterson
	 	 	Title: Associate Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 








 






	 	 	 	 	 	 	 
	 	 	CONFLUENT 3 LIMITED
	 	 	By: Morgan Stanley Investment Management Inc. 

As Investment Manager
	 
	 	 	 	 	 	 
	 	 	MORGAN STANLEY INVESTMENT

MANAGEMENT CROTON, LTD.
	 	 	By: Morgan Stanley Investment Management Inc. as 

Collateral Manager
	 
	 	 	 	 	 	 
	 	 	MSIM PECONIC BAY, LTD.
	 	 	By: Morgan Stanley Investment Management Inc. as 

Interim Collateral Manager
	 
	 	 	 	 	 	 
	 	 	QUALCOMM GLOBAL TRADING, INC.
	 	 	By: Morgan Stanley Investment Management Inc. as 

Investment Manager
	 
	 	 	 	 	 	 
	 	 	ZODIAC FUND - MORGAN STANLEY US

SENIOR LOAN FUND
	 	 	By: Morgan Stanley Investment Management Inc. as 

Investment Manager
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John Hayes	 	 
	 

	 	 	 	 	 	 
	 	 	Name: John Hayes
	 	 	Title: Executive Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 








 






	 	 	 	 	 	 	 
	 	 	CORNERSTONE CLO LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	GRANITE VENTURES I LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	RAMPART CLO 2006-1 LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	RAMPART CLO 2007 LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	STONE TOWER CLO III LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	STONE TOWER CLO IV LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	STONE TOWER CLO V LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	STONE TOWER CLO VI LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	STONE TOWER CLO VII LTD.
	 	 	By: Stone Tower Debt Advisors LLC,

As its Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael W. DelPercio	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael W. DelPercio
	 	 	Title: Authorized Signatory






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	DRYDEN XVIII LEVERAGED LOAN 2007 LTD.
	 	 	By: Prudential Investment Management, Inc. as
Collateral Manager
	 
	 	 	 	 	 	 
	 	 	DRYDEN XI — LEVERAGED LOAN CDO 2006
	 	 	By: Prudential Investment Management, Inc. as
Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Collins	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen J. Collins
	 	 	Title: VP






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	EAGLE MASTER FUND LTD.
	 	 	By: Citigroup Alternative Investments LLC,

As Investment Manager for and on behalf of

Eagle Master Fund Ltd.
	 
	 	 	 	 	 	 
	 	 	REGATTA FUNDING LTD.
	 	 	By: Citigroup Alternative Investments LLC,

Attorney-in-fact
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O’Brien	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert O’Brien
	 	 	Title: VP






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 








 






	 	 	 	 	 	 	 
	 	 	GALAXY IV CLO, LTD.
	 	 	By: AIG Global Investment Corp.

Its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	GALAXY V CLO, LTD.
	 	 	By: AIG Global Investment Corp.

Its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	GALAXY VIII CLO, LTD.
	 	 	By: AIG Global Investment Corp.
	 	 	Its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	SATURN CLO, LTD.
	 	 	By: AIG Global Investment Corp.

As Collateral Manager
	 
	 	 	 	 	 	 
	 	 	AMERICAN INTERNATIONAL GROUP, INC.
	 	 	By: AIG Global Investment Corp.
	 	 	Its Investment Advisor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chang W. Chung	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Chang W. Chung
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS ASSET MANAGEMENT CLO,

PUBLIC LIMITED COMPANY
	 	 	By: Goldman Sachs Asset Manager, L.P., as Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Mack	 	 
	 

	 	 	 	 	 	 
	 	 	Name: John Mack
	 	 	Title: Vice President






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2005-II LTD.
	 	 	By: Gulf Stream Asset Management LLC.

As Collateral Manager
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2007 LTD.
	 	 	By: Gulf Stream Asset Management LLC.

As Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry Love
	 	 	Title: Chief Credit Officer






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	KINGSLAND V, LTD.
	 	 	By: Kingsland Capital Management, LLC.

As Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joyce C. DeLucca	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Joyce C. DeLucca
	 	 	Title: Authorized Officer






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	FEINGOLD O’KEEFFE CAPITAL, LLC

As Collateral Manager for
	 	 	Lime Street CLO, Ltd.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott D’Orsi	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Scott D’Orsi
	 	 	Title: Portfolio Manager






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	MOUNTAIN CAPITAL CLO III LTD.
	 
	 	 	 	 	 	 
	 	 	MOUNTAIN CAPITAL CLO VI LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Candace Ebanks	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Candace Ebanks
	 	 	Title: Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS V, LTD.
	 	 	By: OCTAGON CREDIT INVESTORS, LLC
	 	 	AS PORTFOLIO MANAGER
	 
	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VI, LTD.
	 	 	By: OCTAGON CREDIT INVESTORS, LLC
	 	 	AS COLLATERAL MANAGER
	 
	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VII, LTD.
	 	 	By: OCTAGON CREDIT INVESTORS, LLC
	 	 	AS COLLATERAL MANAGER
	 
	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VIII, LTD.
	 	 	By: OCTAGON CREDIT INVESTORS, LLC
	 	 	AS COLLATERAL MANAGER
	 
	 	 	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS XI, LTD.
	 	 	By: OCTAGON CREDIT INVESTORS, LLC
	 	 	AS COLLATERAL MANAGER
	 
	 	 	 	 	 	 
	 	 	HAMLET II, LTD.
	 	 	By: OCTAGON CREDIT INVESTORS, LLC
	 	 	AS PORTFOLIO MANAGER
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Margaret B. Harvey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Margaret B. Harvey
	 	 	Title: Senior Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	PPM GRAYHAWK CLO, LTD.
	 	 	By: PPM AMERICA, INC., AS COLLATERAL MANAGER
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David C. Wagner	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David C. Wagner
	 	 	Title: Managing Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	ROSEDALE CLO II LTD.
	 	 	By: Princeton Advisory Group, Inc.
	 	 	The Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Troy Isaksen	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Troy Isaksen
	 	 	Title: Sr. Credit Analyst






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	THE SUMITOMO TRUST & BANKING CO., LTD.

NEW YORK BRANCH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frances E. Wynne	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Frances E. Wynne
	 	 	Title: Senior Director






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	TRALEE CDO I, LTD.
	 	 	By: Par-Four Investment Management, LLC

As Collateral Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edward Labrenz	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Edward Labrenz
	 	 	Title: Authorized Signatory






EURONET WORLDWIDE, INC.
AMENDMENT NO. 2

 









 






	 	 	 	 	 	 	 
	 	 	WHITEHORSE V, LTD.
	 	 	By: Whitehorse Capital Partners, L.P.

As Collateral Manager
	 	 	By: WhiteRock Asset Advisor, L.L.C., its G.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ethan Underwood	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ethan Underwood
	 	 	Title: Manager






EURONET WORLDWIDE, INC.

AMENDMENT NO. 2






 












 





Schedule 1(b)




Intellectual Property




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	U.S. Patents (as of 2/5/09)
	Patent	 	Serial No.	 	Recorded Date	 	Inventors	 	PCT filed
	 
	Methods and Systems for Transferring Funds
	 	 	6,736,314	 	 	18-May 2004	 	 	 	 	 	18-May 2004





License Agreements:



(1) License Agreement, entered into on June 30, 2004 between TGIP, Inc., a Texas corporation and
Call Processing, Inc., to use U.S. Patent Nos. 5,511,114; 5,577,109; 5,721,768 and 6,502,745.  



(2) PaySpot, Inc., a Delaware corporation, entered into a License Agreement with EWI Holdings,
Inc., a Delaware corporation and unaffiliated third party, dated as of January 30, 2007 whereby
PaySpot was granted a license by EWI Holdings, Inc. to use US Patent No. 6,526,130 and US Patent
Application No. 10/316603.




 









 








Schedule 1(b)



Foreign Patents (as of 2/5/09)




Euronet Foreign Patents and Applications




In the name of Euronet Worldwide Inc.




“Multifunctional Mobile Banking System”




Filed 5th March 2001 as international application no. PCT/US01/06922 (publication no. WO 02/07320)

Claiming priority date of 8th August 2000 from US application no. 09/634984

Page White & Farrer ref. 307571




	 	 	 	 	 
	Country	 	Application No.	 	Patent No.
	Australia
	 	2001241977	 	2001241977
	Canada
	 	2418991	 	 
	China
	 	1817033.1	 	 
	Czech Republic
	 	2003-1107	 	 
	European Patent
	 	1913300.8	 	 
	Hong Kong
	 	3105586.6	 	 
	Croatia
	 	P20030164A	 	 
	Hungary
	 	P0301709	 	 
	Indonesia
	 	W00200300240	 	 
	India
	 	130/MUMNP/2003	 	 
	New Zealand
	 	523880	 	523880
	Poland
	 	P365196	 	 
	Serbia
	 	P-92/03	 	 






“Financial Transaction system”




Filed 5th March 2001 as international application no. PCT/US01/06965 (publication no. WO 02/021416)

Claiming priorty date of 7th September 2000 from US application no. 09/657478

Page White & Farrer ref. 307572




	 	 	 	 	 
	Country	 	Application No.	 	Patent No.
	Australia
	 	2001245430	 	2001245430
	Canada
	 	2421308	 	 
	China
	 	1818516.9	 	 






 









 






	 	 	 	 	 
	Country	 	Application No.	 	Patent No.
	Czech Republic
	 	2003-1131	 	 
	European Patent
	 	1918342.5	 	 
	Hong Kong
	 	3109454.7	 	 
	Croatia
	 	P20030254A	 	 
	Hungary
	 	P0302122	 	 
	Indonesia
	 	W00200300478	 	 
	India
	 	249/MUMNP/2003	 	 
	New Zealand
	 	524435	 	524435
	Poland
	 	P365173	 	 
	Serbia
	 	P-173/03	 	 






“System and Method for Purchasing Goods and Services through Financial Data Network Access Points”




Filed 6th February 2001 as international application no. PCT/US01/40024 (publication no. WO 02/027629)

Claiming priority date of 28th September 2000 from US application no. 09/670826

Page White & Farrer ref. 307573




	 	 	 	 	 
	Country	 	Application No.	 	Patent No.
	Australia
	 	2001247953	 	2001247953
	Canada
	 	2424037	 	 
	China
	 	1819540.7	 	 
	Czech Republic
	 	2003-1053	 	 
	European Patent
	 	1920951.9	 	 
	Hong Kong
	 	4100232.4	 	 
	Croatia
	 	P20030325A	 	 
	Hungary
	 	P0302552	 	 
	Indonesia
	 	W00200300639	 	 
	India
	 	341/MUMNP/2003	 	 
	New Zealand
	 	546571	 	546571
	Poland
	 	P366045	 	 
	Serbia
	 	P-237/03	 	 






“System and Method for Purchasing Goods and Services through Financial Data Network Access Points over a Point of Sale Network”




Filed 14th March 2003 as international application no. PCT/US03/07988 (publication no. WO 03/079159)

Claiming priority date of 14th March 2002 from US application no. 60/363884

Page White & Farrer ref. 306877




 









 





	 	 	 	 	 
	Country	 	Application No.	 	Patent No.
	Australia
	 	2003218178	 	 
	Canada
	 	2479179	 	 
	China
	 	3808393	 	 
	European Patent
	 	3714169.4	 	 
	Hong Kong
	 	5102043.8	 	 
	Croatia
	 	P20040957A	 	 
	Indonesia
	 	W-00200401972	 	 
	India
	 	2304/CHENP/2004	 	 
	New Zealand
	 	546789	 	546789
	Poland
	 	P-373282	 	 
	Serbia
	 	P-901/04	 	 
	Russian Federation
	 	2004130461	 	2323477
	South Africa
	 	2004/7341	 	2004/7341