exv10w3



 







Exhibit 10.3




AMENDMENT NO. 8

TO

$10,000,000 U.S. CREDIT AGREEMENT




     This Amendment No. 8 dated as of May 26, 2006 (this “Amendment”), is entered into by
and among Euronet Worldwide, Inc., a Delaware corporation, as Borrower Agent and as a Borrower,
PaySpot, Inc., a Delaware corporation, Euronet USA, Inc., an Arkansas corporation, and Call
Processing, Inc., a Texas corporation (each a “Borrower”, and collectively, the “Borrowers”), and
Bank of America, N.A., a national banking association (“Bank of America”), as agent (in such
capacity, the “Agent”) and as a lender and Bank of Oklahoma, N.A. (“Bank of Oklahoma”), as a lender
(collectively with Bank of America, the “Lenders”).



Recitals




     A. The Borrowers, Euronet Payments & Remittance, Inc. (formerly known as TELECOMMUSA, LTD.)
and the Bank of America, as agent and a lender have entered into that certain $10,000,000 U.S.
Credit Agreement dated as of October 25, 2004, as amended, supplemented 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 April 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 June 8, 2005, that certain Limited Waiver dated as of June 9,
2005, that certain Supplement No. 1 dated as of June 15, 2005, that certain Amendment No. 5 dated
as of July 15, 2005, that certain Amendment No. 6 dated as of September 28, 2005, that certain
Limited Waiver dated as of November 4, 2005 and that certain Amendment No. 7 dated as of November
17, 2005 (as so amended, supplemented and modified, the “Credit Agreement”).



     B. Concurrently with entering into this Amendment, Bank of America is entering into an
Assignment and Assumption with Bank of Oklahoma pursuant to which Bank of America is assigning a
portion of its rights and obligations as a Lender under the Credit Agreement (as further amended,
supplement or otherwise modified from time to time) to Bank of Oklahoma.



     C. The Borrowers have requested that the Lenders grant the amendments to the Credit Agreement
as more fully described herein.



     D. Subject to the representations and warranties of the Borrowers and upon the terms and
conditions set forth in this Amendment, the Lenders are willing to grant such amendment 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 Lenders to enter into this Amendment, the Borrowers and the
Lenders hereby agree as follows:



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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 Article 2 of the Credit Agreement is hereby amended by adding a new Section 2.3 to such
Article to read in its entirety as follows:



     “2.3 Increase of the Commitment.



     (a) Request for Increase. Provided there exists no Default, upon notice to the Agent
(which shall promptly notify the Lenders), the Borrower Agent, on behalf of the Borrowers may on a
one-time basis, request an increase in the Commitments by an amount not exceeding $15,000,000;
provided that:




     (i) any such request for an increase shall be in a minimum amount of $1,000,000;
provided that, the aggregate of (x) such increase plus (y) any concurrent increase in the
“Commitment” under the Euro Credit Agreement, plus (z) any concurrent increase in the
“Commitment” under the Rupee Credit Agreement shall be a minimum of $5,000,000; and




     (ii) after giving effect to any such increase, the aggregate of (x) the Commitment
under this Agreement, plus (y) the “Commitment” under the Euro Credit Agreement, plus (z)
the “Commitment” under the Rupee Credit Agreement, will not exceed $65,000,000.


At the time of sending such notice, the Borrower Agent (in consultation with the Agent) shall
specify the time period within which each Lender is requested to respond (which shall in no event
be less than ten Business Days from the date of delivery of such notice to the Lenders).




     (b) Lender Elections to Increase. Each Lender shall notify the Agent within such time
period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal
to, greater than, or less than its Pro Rata share of such requested increase. Any Lender not
responding within such time period shall be deemed to have declined to increase its Commitment.



     (c) Notification by Administrative Agent; Additional Lenders. The Agent shall notify
the Borrower Agent and each Lender of the Lenders’ responses to each request made hereunder. To
achieve the full amount of a requested increase and subject to the approval of the Agent and the
L/C Issuer (which approvals shall not be unreasonably withheld), the Borrower Agent may also invite
additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Agent and its counsel.



     (d) Effective Date and Allocations. If the Commitment is increased in accordance with
this Section, the Agent and the Borrower Agent shall determine the effective date (the “Increase
Effective Date”) and the final allocation of such increase. The Agent shall promptly notify the
Lenders of the final allocation of such increase and the Increase Effective Date.



     (e) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrowers shall deliver to the Agent a certificate of each Obligor dated as of the



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Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of
such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or
consenting to such increase, and (ii) in the case of each Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties contained in Article 7
and the other Loan Documents are true and correct on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, and (B) no Default exists. The
Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date to the extent
necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata shares arising
from any nonratable increase in the Commitment under this Section.




     (f) Conflicting Provisions. This Section shall supersede any provisions in Sections
4.5 or 13.9 to the contrary.”



     2.2 Section 5.1(c) of the Credit Agreement is hereby amended by deleting the last sentence
thereof.



     2.3 Article 6 of the Credit Agreement is hereby amended by inserting in the first sentence of
the first paragraph of such Article the phrase “, in the case of conditions set forth in Sections
6.4, 6.7, 6.8 and 6.9, as of” immediately before the phrase “each date a Letter of Credit is
issued, renewed or extended”.



     2.4 Section 7.9 of the Credit Agreement is hereby amended by replacing the amount “One Million
Dollars ($1,000,000)” with the amount “Three Million Dollars ($3,000,000)”.



     2.5 Section 7.21 of the Credit Agreement is hereby amended by inserting the following phrase
at the end of such Section:



     “, except as otherwise required for tax or other reporting purposes imposed by any statute,
rule, regulation, order or restriction of any foreign government or Governmental Authority
applicable to a Foreign Subsidiary of the Holding Company Borrower”



     2.6 Section 8.4(f) of the Credit Agreement is hereby amended by replacing the phrase “One
Million Dollars ($1,000,000) in the aggregate” with the phrase “Three Million Dollars ($3,000,000)
in the aggregate”.



     2.7 Section 8.7 of the Credit Agreement is hereby amended by adding the following proviso at
the end of such Section:



     “; provided, that no proceeds of the Revolving Loans shall be used by any Borrower to directly
or indirectly make any Investments (other than Investments permitted pursuant to Section 10.9(f))
in, and no Letters of Credit shall be requested on behalf of or for the benefit of, Euronet
Payments & Remittance, Inc. (formerly known as TELECOMMUSA, LTD.) or in any other person that is a
“Money services business” (as defined in 31 C.F.R. §103.11(uu) as amended, restated or replaced
from time to time).”



     2.8 Section 8.9 of the Credit Agreement is hereby amended by deleting the word “written” from
the proviso therein.



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     2.9 Section 10.9(g)(ii) of the Credit Agreement is hereby amended by amending and restating
such section in its entirety to read as follows:



                    “(ii) In addition to those Investments set forth on Schedule 10.9, the Borrowers and any
other Obligor may collectively make additional Investments of up to Ten Million Dollars
($10,000,000) in the aggregate from the effective date of Amendment No. 8 to this Agreement through
the Revolving Credit Termination Date in all Euronet Entities that are not (A) Obligors; provided,
that to the extent any such Euronet Entity is required to become an Obligor in accordance with the
Section 10.4(e) or Section 10.5, such requirement has been properly waived in accordance with
Section 13.9, or (B) “Obligors” as defined in the Euro Credit Agreement; provided, that to the
extent any such Euronet Entity is required to become an “Obligor” in accordance with Section
10.4(e) or Section 10.5 of the Euro Credit Agreement, such requirement has been properly waived in
accordance with Section 13.9 of the Euro Credit Agreement. To the extent that any such Investments
are intercompany loans or advances, such loans and advances shall count against the limitation in
the preceding sentence only to the extent such loans or advances have not been repaid;”



     2.10 Article 10 of the Credit Agreement is hereby amended by adding a new Section 10.14 to
such Article to read in its entirety as follows:



          “10.14 Money Services Business. Not engage in any business, nor permit any other Obligor to
engage in any business, that could reasonably be classified as a “Money services business” (as
defined in 31 C.F.R. §103.11(uu) as amended, restated or replaced from time to time).”




     2.11 Section 11.1(k) of the Credit Agreement is hereby amended by amending and restating such
Section in its entirety to read as follows:



     “(k) Other Credit Agreements. Any “Event of Default” shall have occurred pursuant to the Euro
Credit Agreement or the Rupee Credit Agreement.”



     2.12 Section 13.5 of the Credit Agreement is hereby amended by:




	 	(i)	 	inserting at the end of Section 13.5(b)(iv) the word “and”;
	 
	 	(ii)	 	replacing the “; and” at the end of Section 13.5(b)(v) with a period; and
	 
	 	(iii)	 	deleting Section 13.5(b)(vi) in its entirety.





     2.13 Exhibit 1 to the Credit Agreement is hereby amended by amending and restating the
following defined terms in their entirety to read as follows:



     “EBITDA” shall mean, for any period, (i) operating income, plus (ii) depreciation, plus (iii)
amortization, plus (iv) interest income from the operations of the Prepaid Processing Segment,
plus, (v) upon the request of the Borrower Agent with the prior consent of the Agent, certain
one-time, non-cash charges included in operating income, plus (vi) non-cash expenses recognized
pursuant to Financial Accounting Standards Board Statement No. 123(R), (Share-Based Payments);
provided that if any non-cash expense referred to in the immediately



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preceding clauses (v) and (vi), including for stock options, becomes a cash charge in a future
period then EBITDA shall be adjusted by the amount of such cash charge.




     “EBITDAR” shall mean, for any period, (i) operating income, plus (ii) depreciation, plus (iii)
amortization, plus (iv) interest income from the operations of the Prepaid Processing Segment, plus
(v) rent, plus (vi) upon the request of the Borrower Agent with the prior consent of the Agent,
certain one-time, non-cash charges included in operating income, plus (vii) non-cash expenses
recognized pursuant to Financial Accounting Standards Board Statement No. 123(R), (Share-Based
Payments); provided that if any non-cash expense referred to in the immediately preceding clauses
(vi) and (vii), including for stock options, becomes a cash charge in a future period then EBITDAR
shall be adjusted by the amount of such cash charge.



     “Required Lenders” shall mean at any date of determination thereof, Aggregate Lenders having
Aggregate Revolving Credit Commitments representing at least 51% of the Aggregate Revolving Credit
Commitments at such time; provided, however, that if any Aggregate Lender shall be in breach of any
of its obligations hereunder to Borrowers or Agent, under the Euro Credit Agreement to the
“Borrowers” or “Agent” party thereto or under the Rupee Credit Agreement to the “Borrowers” or
“Agent” party thereto, including any breach resulting from its failure to honor any of its
Aggregate Revolving Credit Commitments in accordance with the terms of this Agreement, the Euro
Credit Agreement or the Rupee Credit Agreement, as applicable, then, for so long as such breach
continues, the term “Required Lenders” shall mean Aggregate Lenders (excluding each Aggregate
Lender that is in breach of such obligations) having Aggregate Revolving Credit Commitments
representing at least 51% of the Aggregate Revolving Credit Commitments (excluding the Aggregate
Revolving Credit Commitments of each Aggregate Lender that is in breach of such obligations)
outstanding at such time; provided further, however, that if the Aggregate Revolving Credit
Commitments have been terminated, the term “Required Lenders” shall mean the Aggregate Lenders
(excluding each Aggregate Lender that is in breach of such obligations) holding Aggregate Revolving
Loans representing at least 51% of the aggregate principal amount of all Aggregate Revolving Loans
(excluding the Aggregate Revolving Loans of each Aggregate Lender that is in breach of such
obligations) outstanding at such time; provided, that in addition to the foregoing, in the event
there are less than four Aggregate Lenders then the term Required Lenders must also constitute at
least two Aggregate Lenders. For the purposes of the definition of Required Lenders the following
terms shall have the following meanings: “Aggregate Lenders” shall mean the Lenders under this
Agreement, the “Lenders” under the Euro Credit Agreement and the “Lenders” under the Rupee Credit
Agreement; “Aggregate Revolving Credit Commitments” shall mean the Revolving Credit Commitments
under this Agreement, plus the “Revolving Credit Commitments” under the Euro Credit Agreement, plus
the “Revolving Credit Commitments” under the Rupee Credit Agreement; and “Aggregate Revolving
Loans” shall mean the Revolving Loans under this Agreement, plus the “Revolving Loans” under the
Euro Credit Agreement, plus the “Revolving Loans” under the Rupee Credit Agreement.



     “Revolving Credit Termination Date” shall mean May 26, 2009 or such other date as may be
agreed to by Agent, the Required Lenders, the Borrower Agent and the Borrowers from time to time;
provided that no Lender shall be required to extend its Commitment without such Lender’s consent.”



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     2.14 Exhibit 1 to the Credit Agreement is hereby amended by inserting the following defined
terms in the appropriate alphabetical order:



     “Increase Effective Date” is defined in Section 2.3(d) of this Agreement.



     “Money Market Fund” is defined in Section 10.9(j) of this Agreement.



     “Prepaid Processing Segment” shall mean the reportable “Prepaid Processing” segment as
reported in the Borrowing Agent’s form 10-Q and 10-K filings with the Securities and Exchange
Commission.



     “Rupee Borrower” means Euronet Services India Pvt Ltd, a company organized under the laws of
India.



     “Rupee Credit Agreement” means the $10,000,000 Rupee Credit Agreement, dated as of May 26,
2006 among Bank of America, N.A., as Lender, the Rupee Borrower, as Borrower and Euronet Worldwide,
Inc., as the Borrower Agent.



     2.15 Exhibit 8.4 to the Credit Agreement shall be replaced with Exhibit 8.4 attached hereto
effective as of the date of this Amendment and all references in the Credit Agreement to such
Exhibit shall be references to the Exhibit attached hereto.



     2.16 Each of the Schedules listed below shall be replaced with the corresponding Schedules
attached hereto and effective as of the date of this Amendment and all references in the Credit
Agreement to such Schedules shall be references to the Schedules attached hereto:




	 	(i)	 	Schedule E-1 – Revolving Credit Commitments;
	 
	 	(ii)	 	Schedule 7.4 – Environmental Matters;
	 
	 	(ii)	 	Schedule 7.8 – Organizational Structure;
	 
	 	(iii)	 	Schedule 10.1 – Existing Indebtedness;
	 
	 	(iv)	 	Schedule 10.2 – Existing Liens;
	 
	 	(v)	 	Schedule 10.9 – Existing Investments.





     2.17 Each Lender and each Borrower hereby acknowledge and agree to the following corrections:



          (a) Section 4.7 of the Credit Agreement is hereby corrected as of the date of the Credit
Agreement by amending and restating such Section to read as follows:




     “4.7 Minimum Amounts. Each borrowing of, or conversion into, any Prime Rate Loan shall be in
an amount of at least One Hundred Thousand Dollars ($100,000) or a multiple of One Hundred Thousand
Dollars ($100,000) in excess thereof, and each borrowing of, conversion into, or continuation of, a
LIBOR Rate Loan shall be in an amount of at least Five



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Hundred Thousand Dollars ($500,000) or a multiple of One Hundred Thousand Dollars ($100,000)
in excess thereof.”




          (b) Article 12 of the Credit Agreement is hereby corrected as of the date of the Credit
Agreement by:




               (i) setting forth as Section 12.3 all of Section 12.2 except the first two sentences;



               (ii) setting forth as Section 12.6 all of Section 12.5 except the first three sentences; and



               (iii) setting forth as Section 12.8 all of Section 12.7 except the first two sentences.



          (c) Recital A of Amendment No. 1 and Limited Waiver to the Credit Agreement is hereby
corrected as of the date of such Amendment by replacing the date “October 25, 2006” with the date
“October 25, 2004”.




          (d) Section 2.12 of Amendment No. 1 and Limited Waiver to the Credit Agreement is hereby
corrected as of the date of such Amendment by replacing the date “December [—], 2004” with the
date “December 15, 2004” in the definition of “Convertible Senior Debenture Indenture”.




          (e) Recital A of Limited Waiver to the Credit Agreement, dated as of December 23, 2004 is
hereby corrected as of the date of such Limited Waiver by replacing the date “October 25, 2006”
with the date “October 25, 2004”.




          (f) Recital A of Limited Waiver to the Credit Agreement, dated as of February 10, 2005 is
hereby corrected as of the date of such Limited Waiver by replacing the date “October 25, 2006”
with the date “October 25, 2004”.




          (g) Section 2.2 of Amendment No. 4 to the Credit Agreement is hereby corrected as of the date
of such Amendment by replacing the phrase “times (ii) the Applicable Margin” as its appears in
Sections 5.1(b) and Section 5.1(c) of the Credit Agreement as amended by such Section 2.2 with the
phrase “times (ii) a rate per annum equal to the Applicable Margin calculated for the applicable
quarterly or other period”; and




          (h) Section 3.9 of the Credit Agreement is hereby corrected as of the date of Amendment No. 4
to the Credit Agreement by replacing the phrase “the terms and conditions of the Fee Letter” with
the phrase “the terms and conditions of Section 5.1(c).”




     2.18 Each Borrower hereby acknowledges and consents to the Assignment and Assumption between
Bank of America and Bank of Oklahoma and that Bank of Oklahoma has become a party to the Credit
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, has the
rights and obligations of a Lender under the Credit Agreement, and that Bank of America is, to the
extent of the interest assigned by such Assignment and Assumption, released from its obligations
under this Agreement but shall



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continue to be entitled to the benefits of Sections 3.5, 5.2 and 13.6 of the Credit Agreement
with respect to facts and circumstances occurring prior to the effective date of such assignment.




     2.19 The Agent, the L/C Issuer and Lenders hereby release Euronet Payments & Remittance, Inc.
(formerly known as TELECOMMUSA, LTD.), a North Carolina corporation (“EP&R”) from its obligations
under the Credit Agreement, the Revolving Note, the Fee Letter and each other Loan Document to
which it is a party. The Agent hereby releases its lien on the Pledged Shares listed on that
certain Pledge Amendment, dated June 15, 2005 by the Holding Company Borrower (the “EP&R Shares”).
As of the date hereof EP&R shall no longer be a “Borrower”, “Required Guarantor” or “Obligor” under
the Credit Agreement, the Revolving Note, the Fee Letter or any other Loan Document. The Agent and
the Lenders hereby waive any requirement in any Loan Document requiring that EP&R be, or become, a
Borrower, guarantor, Required Guarantor or Obligor.



SECTION 3. Limitations on Amendment.




     3.1 The amendments 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 Lenders to enter into
this Amendment, the Borrowers represent and warrant to the Lenders 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 Each Borrower has the corporate 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 each Borrower, enforceable against each of them in accordance with their respective
terms;



     4.3 The articles of incorporation, bylaws and other organizational documents of each Borrower
delivered to the Lender as a condition precedent to the effectiveness of the Credit



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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; and




     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 any Borrower, any
provision of each Borrower’s respective articles or certificate of incorporation, by-laws 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 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 Borrowers to authorize or is required in connection
with the execution, delivery and performance of or the enforceability of this Amendment.


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



SECTION 6. Reaffirmation. Each Borrower hereby reaffirms its obligations under each Loan
Document to which it is a party, including, without limitation, the validity and enforceability of
all of the liens and security interests heretofore granted pursuant to and in connection with the
Credit Agreement to the Agent as collateral security for the obligations under the Credit
Agreement, including the liens and security interests granted pursuant to (i) that certain Pledge
Agreement dated October 25, 2004 by the Holding Company Borrower in favor of Agent, (ii) that
Pledge Agreement dated October 25, 2004 by PaySpot, Inc. in favor of Agent, (iii) that certain
Deed of Pledges of Shares in EFT Services Holding B.V. dated December 1, 2004 by the Holding
Company Borrower in favor of the Agent (iv) that certain Pledge Agreement dated June 15, 2005 by
the Holding Company Borrower in favor of Agent. Each Borrower hereby acknowledges that all of such
liens and security interests, and all collateral heretofore pledged as security for such
obligations, continues to be and remains collateral for such obligations from and after the date
hereof.



SECTION 7. This Amendment will become effective as of the date hereof upon:




     7.1 the execution and delivery of this Amendment, whether the same or different copies, by
each Borrower and Lender;



     7.2 the execution and delivery of an Amended and Restated Note to Bank of America and a Note
to Bank Of Oklahoma by each Borrower;



     7.3 the Agent shall have received a pro forma Compliance Certificate in form and substance
satisfactory to the Agent, demonstrating that the Borrowers will be, after giving effect to this
Amendment, in compliance with each of the financial covenants set forth in Article 9 of the Credit
Agreement;



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     7.4 the Agent shall have received opinions of counsel to each Borrower in form and substance
satisfactory to the Agent and its counsel;



     7.5 all conditions set forth in Section 7 of Amendment No. 9 to the Euro Credit Agreement
shall have been satisfied; and



     7.6 the Rupee Borrower shall have executed and delivered to Bank of America the Rupee Credit
Agreement and have satisfied any other conditions required to be satisfied on the “Closing Date”
pursuant to the Rupee Credit Agreement.



     7.7 The Borrowers shall have paid the fees set forth in the Fee Letter dated the date hereof,
among the Agent and the Borrowers.


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. Each Borrower hereby
represents and warrants to each Lender that it has no knowledge of any facts what would support a
claim, counterclaim, defense or right of set-off against such Lender.



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.




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



	 	 	 	 	 	 	 
	Borrowers:	 	EURONET WORLDWIDE, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller
 

	 	 
	 	 	Name: Rick Weller	 	 
	 	 	Title: Executive Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PAYSPOT, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	EURONET USA, INC.,	 	 
	 	 	an Arkansas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Newman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Newman	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CALL PROCESSING, INC.,	 	 
	 	 	a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rick Weller	 	 
	 	 	Title: Vice President	 	 









Signature Page to Amendment No. 8 to U.S. Credit Agreement









 








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

	 	By:
	 	/s/ John Mills
 

	 	 
	 	 	Name: John P. Mills	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	Lender:	 	BANK OF OKLAHOMA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris Amburgy	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Chris Amburgy	 	 
	 	 	Title: Vice President	 	 







Signature Page to Amendment No. 8 to U.S. Credit Agreement









 








ACKNOWLEDGEMENT




     Euronet Payments & Remittance, Inc., a North Carolina corporation (“EP&R”), hereby
acknowledges and agrees that as of the effective date of that certain Amendment No. 8 dated as of
                     ___, 2006 (the “Amendment”), by and among Euronet Worldwide, Inc., a Delaware
corporation, as Borrower Agent and as a Borrower, PaySpot, Inc., a Delaware corporation, Euronet
USA, Inc., an Arkansas corporation, and Call Processing, Inc., a Texas corporation and Bank of
America, N.A., a national banking association, as agent and as a lender, and Bank of Oklahoma,
N.A., as a lender, that EP&R shall no longer be a “Borrower” or “Obligor” under the Credit
Agreement (as defined in the Amendment), the Revolving Note, the Fee Letter or any other Loan
Document (as such terms are defined in the Credit Agreement) and will no longer be entitled to
request Revolving Loans or the issuance of Letters of Credit under the Credit Agreement or
otherwise receive proceeds from Revolving Loans or benefit from Letters of Credit requested by the
remaining Borrowers under the Credit Agreement.



	 	 	 	 	 	 	 
	 	 	EURONET PAYMENTS & REMITTANCE, INC.,	 	 
	 	 	a North Carolina corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rick Weller
 

	 	 
	 	 	Name: Rick Weller	 	 
	 	 	Title: Vice President	 	 







EP&R Acknowledgement to Amendment No. 8 to U.S. Credit Agreement









 








Exhibit 8.4




Compliance Certificate






Exhibit 8.4









 








Schedule E-1




Revolving Credit Commitments




	 	 	 	 	 	 	 	 	 
	Lender	 	 	 	 	 	Revolving Credit Commitment
	Bank of America, N.A.
	 	 	 	 	 	$	5,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bank of Oklahoma, N.A.
	 	 	 	 	 	$	5,000,000	 








Schedule E-1









 








Schedule 7.4




Environmental Matters




None.





Schedule 7.4









 








Schedule 7.8




Organizational Structure





Schedule 10.2









 








Schedule 10.1




Existing Indebtedness




Schedule 10.2










 







Schedule 10.2




Existing Liens





Schedule 10.2









 








Schedule 10.9




Existing Investments






Schedule 10.9