exv10w2



 







Exhibit 10.2




AMENDMENT NO. 8

TO

$40,000,000 EURO/GBP CREDIT AGREEMENT




     This Amendment No. 8 dated as of November 17, 2005 (this “Amendment”), is entered
into by and among Euronet Worldwide, Inc., as Borrower Agent (the “Borrower
Agent”), e-pay Holdings Limited and Delta Euronet GmbH (each a “Borrower”, and collectively, the
"Borrowers”) and Bank of America, N.A. (“Bank of America”), as agent and a Lender (the “Lender”).



Recitals




     A. The Borrower Agent, the Borrowers and the Lender, as agent and a lender have entered into
that certain $40,000,000 EURO/GBP Credit Agreement dated as of October 25, 2004, as amended or
otherwise modified by that certain Amendment No. 1 and Limited Waiver, dated as of December 14,
2004, that certain Limited Waiver dated as of December 23, 2004, that certain Limited Waiver dated
as of February 10, 2005, that certain Amendment No. 2, dated as of March 14, 2005, that certain
Limited Waiver dated as of May 11, 2005, that certain Limited Waiver dated as of May 17, 2005, that
certain Amendment No. 3 dated as of May 25, 2005, that certain Amendment No. 4 dated as of June 8,
2005, that certain Limited Waiver dated as of June 9, 2005, that certain Amendment No. 5 dated as
of June 16, 2005, that certain Amendment No. 6 dated as of July 15, 2005, that certain Amendment No
7 dated as of September 28, 2005 and that certain Limited Waiver dated as of November 4, 2005 (as
so amended and modified, the “Credit Agreement”).



     B. The Borrower Agent and the Borrowers have requested that the Lender grant certain
amendments to the Credit Agreement as more fully described herein.



     C. Subject to the representations and warranties of the Borrower Agent and the Borrowers and
upon the terms and conditions set forth in this Amendment, the Lender is willing to grant such
amendments as more fully set forth herein.



Agreement




     Now, Therefore, in consideration of the foregoing Recitals, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to
be legally bound, and to induce the Lender to enter into this Amendment, the Borrower Agent, the
Borrowers and the Lender hereby agree as follows:


SECTION 1. Defined Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meaning assigned to such terms in the Credit Agreement.



SECTION 2. Amendment & Acknowledgement. 




     2.1 Section 10.9 of the Credit Agreement is hereby amended by:




	 	(a)	 	deleting the word “and” at the end of Section 10.9(h);




1









 






	 	(b)	 	replacing the period at the end of Section 10.9(i) with “; and”; and
	 
	 	(c)	 	adding a new Section 10.9(j) to read as follows:






               “(j) Investments in money market funds governed by Rule 2a-7 of the Investment Company
Act of 1940, as amended (each a “Money Market Fund”).”



     2.2 The Lender hereby acknowledges that the Borrower Agent has designated each of (i) that
certain Money Market Fund account with U.S. Bank, National Association and (ii) that certain Money
Market Fund account with Fidelity Investments, as a “Proceeds Account” and agrees that each such
account shall constitute a “Proceeds Account” under the Credit Agreement.



SECTION 3. Limitations on Amendments.




     3.1 The amendments and acknowledgement set forth in Section 2 above are effective for the
purposes set forth herein and will be limited precisely as written and will not be deemed to (a) be
a consent to any amendment, waiver or modification of any other term or condition of the Credit
Agreement or any other Loan Document, (b) otherwise prejudice any right or remedy which the Agent
or the Lenders may now have or may have in the future under or in connection with the Credit
Agreement or any other Loan Document or (c) be a consent to any future amendment, waiver or
modification of any other term or condition of the Credit Agreement or any other Loan Document.



     3.2 This Amendment is to be construed in connection with and as part of the Loan Documents and
all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan
Documents, except as herein waived or amended, are hereby ratified and confirmed and will remain in
full force and effect.


SECTION 4. Representations and Warranties. In order to induce the Lender to enter into
this Amendment, the Borrower Agent and each of the Borrowers represent and warrant to the Lender as
follows:




     4.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents (other than those which expressly speak as of a different date) are
true, accurate and complete in all material respects as of the date hereof and (b) no Default or
Event of Default has occurred and is continuing;



     4.2 The Borrower Agent and each Borrower has the power and authority and legal right to
execute and deliver this Amendment and to perform its obligations hereunder. Such execution and
delivery have been duly authorized by proper proceedings, and this Amendment constitutes the legal,
valid and binding obligations of the Borrower Agent and each Borrower, enforceable against each of
them in accordance with their respective terms;



     4.3 The articles of incorporation or organization, bylaws, if any, or other charter documents
of the Borrower Agent and each Borrower delivered to the Lender as a condition precedent to the
effectiveness of the Credit Agreement are true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;



2









 





     4.4 The execution, delivery and performance of this Amendment will not violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the Borrower Agent and
any Borrower, any provision of the Borrower Agent’s and each Borrower’s respective articles or
certificate of incorporation, by-laws, if any, or other charter documents, or the provisions of any
indenture, instrument or other written or oral agreement to which any Borrower is a party or is
subject or by which the Borrower Agent and any Borrower or any of its property is bound, or
conflict therewith or constitute a default thereunder, or result in the creation or imposition of
any Lien in, of or on any of its property pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any Governmental Authority is required by or in
respect of the Borrower Agent and the Borrowers to authorize or is required in connection with the
execution, delivery and performance of or the enforceability of this Amendment; and


SECTION 5. Expenses. The Borrowers, jointly and severally, agree to pay to Lender upon
demand, the amount of any and all out-of-pocket expenses, including the reasonable fees and
expenses of its counsel, which Lender may incur in connection with the preparation, documentation,
and negotiation of this Amendment and all related documents.



SECTION 6. Reaffirmation. The Borrower Agent and each Borrower hereby reaffirms its
obligations under each Loan Document to which it is a party.



SECTION 7. Effectiveness. This Amendment will become effective as of the date hereof upon
the execution and delivery of this Amendment, whether the same or different copies, by the Borrower
Agent, each Borrower and Lender.



SECTION 8. Governing Law.  This Amendment will be governed by and will be construed and
enforced in accordance with the laws of the State of Missouri.



SECTION 9. Claims, Counterclaims, Defenses, Rights of Set-Off. The Borrower Agent and
each Borrower hereby represents and warrants to the Lender that it has no knowledge of any facts
what would support a claim, counterclaim, defense or right of set-off.

SECTION 10. Counterparts.  This Amendment may be signed in any number of counterparts, and
by different parties hereto in separate counterparts, with the same effect as if the signatures to
each such counterpart were upon a single instrument. All counterparts will be deemed an original
of this Amendment.




3









 








     In Witness Whereof, the parties hereto have caused this Amendment to be executed as
of the date first written above.



	 	 	 	 	 	 	 
	Borrower Agent:	 	EURONET WORLDWIDE, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller
 

	 	  
	 	 	Name: Rick Weller	 	 
	 	 	Title: Executive Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	Borrowers:	 	E-PAY HOLDINGS LIMITED,	 	 
	 	 	a limited liability company incorporated in England and Wales	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA EURONET GMBH.,	 	 
	 	 	a German company with limited liability	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rick Weller	 	 
	 	 	Title: Director	 	 









Signature Page to Amendment No. 8 to Euro Credit Agreement









 








	 	 	 	 	 	 	 
	Agent and Lender:	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Mills
 

	 	 
	 	 	Name: John P. Mills	 	 
	 	 	Title: Vice President	 	 








Signature Page to Amendment No. 8 to Euro Credit Agreement