EXHIBIT 10.2

                                CREDIT AGREEMENT
                          Dated as of October 25, 2004

                                    Borrower

                            EURONET WORLDWIDE, INC.,
                                as Borrower Agent

                                       AND

                              E-PAY HOLDINGS, LTD,
                                 as UK Borrower

                                       AND

                               DELTA EURONET GMBH,
                               as German Borrower

                                      AND

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








                     $30,000,000 Euro/GBP Revolving Line of Credit

                         Termination Date:  October  25, 2006


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                                  TABLE OF CONTENTS

                                                                       Page

ARTICLE 1    DEFINITIONS.............................................     2
ARTICLE 2    REVOLVING LINE OF CREDIT................................     2
    2.1         Agreement to Lend....................................     2
    2.2         Revolving Note.......................................     3
ARTICLE 3    CURRENCY................................................     4
    3.1         Currency and Amount..................................     4
    3.2         Selection of Currency................................     4
    3.3         Translation Calculations.............................     4
    3.4         Agent's Calculations.................................     5
    3.5         Currency Indemnity...................................     5
    3.6         Currency of Account..................................     5
    3.7         Change of Currency...................................     6
ARTICLE 4    DISBURSEMENTS; INTEREST; PAYMENTS.......................     6
    4.1         Types of Loans.......................................     6
    4.2         Loan Disbursement Procedures.........................     6
    4.3         Interest.............................................     7
    4.4         Optional and Mandatory Payments......................     8
    4.5         Payments.............................................     8
    4.6         Status of Lenders....................................    10
    4.7         Minimum Amounts......................................    11
    4.8         Certain Requests and Notices.........................    11
    4.9         Borrower Agent.......................................    12
ARTICLE 5    FEES; COLLATERAL........................................    13
    5.1         Fees.................................................    13
    5.2         Additional Loan Costs................................    13
    5.3         Collateral...........................................    14
ARTICLE 6    CONDITIONS TO MAKING LOANS..............................    14
    6.1         Delivery of Loan Documents...........................    14
    6.2         Proper Proceedings; Charter Documents................    15
    6.3         Legal Opinion........................................    15
    6.4         No Adverse Changes; Representations; No Default......    15
    6.5         Notice of Borrowing..................................    15
    6.6         [Intentionally Omitted.].............................    15
    6.7         No Material Impairment...............................    15
    6.8         Required Consents and Approvals......................    15
    6.9         Legality.............................................    16
    6.10        General..............................................    16
    6.11        Conditions to Full Availability......................    16
ARTICLE 7    REPRESENTATIONS AND WARRANTIES..........................    17
    7.1         Corporate Existence and Standing.....................    17
    7.2         Authorization and Validity...........................    17
    7.3         No Conflict; Governmental Consent....................    18
    7.4         Compliance with Laws; Environmental and Safety Matters.  18

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    7.5         US GAAP Financial Statements.........................    19
    7.6         Ownership of Properties; Collateral Liens............    19
    7.7         Indebtedness.........................................    19
    7.8         Subsidiaries.........................................    20
    7.9         Litigation...........................................    20
    7.10        Material Agreements; Labor Matters...................    20
    7.11        Investment Company Act; Public Utility Holding
                 Company Act.........................................    20
    7.12        Taxes................................................    20
    7.13        Accuracy of Information..............................    21
    7.14        Employee Benefit Plans...............................    21
    7.15        No Undisclosed Dividend Restrictions.................    21
    7.16        Absence of Default or Event of Default...............    21
    7.17        Disclosure...........................................    21
    7.18        Solvency.............................................    21
    7.19        Margin Regulations...................................    21
    7.20        Copyrights, Patents and Other Rights.................    22
    7.21        Fiscal Year..........................................    22
ARTICLE 8    AFFIRMATIVE COVENANTS...................................    22
    8.1         Conduct of Business and Maintenance of Properties....    22
    8.2         Insurance............................................    22
    8.3         Compliance with Laws and Taxes.......................    22
    8.4         Financial Statements, Reports, etc...................    22
    8.5         Other Notices........................................    25
    8.6         Access to Properties and Inspections.................    25
    8.7         Use of Proceeds......................................    25
    8.8         Payment of Claims....................................    25
    8.9         Maintain Lender Accounts.............................    25
    8.10        Post Availability Conditions.........................    25
ARTICLE 9    FINANCIAL COVENANTS.....................................    27
    9.1         Euronet Consolidated Financial Covenants.............    27
    9.2         Borrower Fixed Charge Coverage Ratio.................    27
ARTICLE 10   NEGATIVE COVENANTS......................................    28
    10.1        Indebtedness.........................................    28
    10.2        Liens................................................    29
    10.3        Sale and Lease-Back Transactions.....................    30
    10.4        Mergers, Transfers of Assets, Acquisitions...........    31
    10.5        Creation of Subsidiaries.............................    32
    10.6        Subsidiary Dividend Restrictions.....................    32
    10.7        [Intentionally Omitted.].............................    32
    10.8        Use of Proceeds......................................    32
    10.9        Loans, Advances and Investments......................    33
    10.10       Negative Pledge......................................    33
    10.11       Liquidation or Change in Business....................    34
ARTICLE 11   EVENTS OF DEFAULT.......................................    34
    11.1        Events of Default....................................    34
    11.2        Rights and Remedies..................................    35

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ARTICLE 12   AGENT...................................................    36
    12.1        Appointment and Authority............................    36
    12.2        Rights as a Lender...................................    36
    12.3        Exculpatory Provisions...............................    36
    12.4        Reliance by Agent....................................    37
    12.5        Delegation of Duties.................................    37
    12.6        Resignation of Agent.................................    37
    12.7        Non-Reliance on Agent and Other Lenders..............    38
    12.8        Agent May File Proofs of Claim.......................    38
    12.9        Collateral and Guaranty Matters......................    39
ARTICLE 13   MISCELLANEOUS...........................................    39
    13.1        Notices..............................................    39
    13.2        [Intentionally Omitted.].............................    40
    13.3        Survival of Agreement................................    40
    13.4        Binding Effect.......................................    40
    13.5        Successors and Assigns; Participations...............    40
    13.6        Expenses; Indemnity..................................    43
    13.7        Right of Setoff......................................    44
    13.8        Applicable Law.......................................    44
    13.9        Waivers; Amendment...................................    44
    13.10       Suretyship Waivers...................................    46
    13.11       Interest Rate Limitation.............................    47
    13.12       Entire Agreement.....................................    47
    13.13       Severability.........................................    47
    13.14       Counterparts.........................................    47
    13.15       Headings.............................................    47
    13.16       Jurisdiction; Consent to Service of Process..........    48
    13.17       Terms Generally......................................    48
    13.18       English Language.....................................    48
    13.19       USA PATRIOT Act Notice...............................    49
    13.20       ARBITRATION..........................................    49
ARTICLE 14   LIMITATIONS OF THE GERMAN BORROWER'S LIABILITY..........    50
    14.1        Limitation of Liability..............................    50
    14.2        Determination of Net Asset's Value...................    51
    14.3        Realization of Assets................................    51
    14.4        Realization of Assets................................    51
    14.5        No Prejudice for Future Enforcement..................    51
    14.6        No Limitation in Case of Passed on Loan Proceeds.....    52
    14.7        Adjustment of Registered Share Capital...............    52



                                      iii
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                                  $30,000,000 EURO/GBP

                                    CREDIT AGREEMENT

     THIS CREDIT AGREEMENT  ("Agreement") is made as of the 25th day of October,
2004, by and among Euronet Worldwide, Inc., a Delaware corporation,  as Borrower
Agent,  e-pay Holdings  Limited,  a limited  liability  company  incorporated in
England and Wales (the "UK  Borrower"),  Delta Euronet  GmbH.,  a German company
with limited  liability (the "German  Borrower",  and  collectively  with the UK
Borrower,  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 together with the other financial  institutions  from time to time
party hereto, as lenders, each a "Lender" and collectively the "Lenders").

     WHEREAS,  the Borrowers  have  requested  that the Agent arrange a two-year
revolving  line of credit  with the  Lenders  in the  amount  of Thirty  Million
Dollars ($30,000,000); and

     WHEREAS,  as of the date  hereof  the  Borrower  Agent,  PaySpot,  Inc.,  a
Delaware  corporation,  Euronet  USA,  Inc.,  an Arkansas  corporation,  Prepaid
Concepts,  Inc.,  a  California  corporation,  Call  Processing,  Inc.,  a Texas
corporation,  each a Subsidiary  of the  Borrower  Agent  (collectively  the "US
Borrowers") are entering into a $10,000,000 US Credit  Agreement (the "US Credit
Agreement") with Bank of America, as Agent and as a lender thereunder; and

     WHEREAS,  in order to induce the Agent and the  Lenders to make such loans,
certain of the Borrowers and each direct and indirect Subsidiary of the Borrower
Agent  (other  than the  Borrowers)  has  agreed to  provide  guarantees  of the
Borrower's obligations hereunder; and

     WHEREAS,  in order to induce the Agent and the  Lenders to make such loans,
certain  indirect  Subsidiaries of the Borrower Agent have agreed to grant first
priority  security  interests  or  pledges  to the Agent for the  benefit of the
Lenders  in 100% of the  equity  interests  held by the  Borrower  Agent or such
Subsidiaries  in certain  Foreign  Subsidiaries to secure the obligations of the
Borrowers as provided herein; and

     WHEREAS,  in order to induce the Agent and the  Lenders to make such loans,
the  Borrower  Agent and certain of its U.S.  Subsidiaries  have agreed to grant
second priority  security  interests to the Agent for the benefit of the Lenders
in 100% of the equity  interests in the U.S.  Subsidiaries of the Borrower Agent
to secure the  obligations  of the  Borrowers as provided  herein which shall be
subordinate to any security  interest granted by such persons in connection with
the US Credit Agreement; and

     WHEREAS,  the  Lenders  have  agreed to make such  loans  available  to the
Borrowers upon the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements contained herein, the parties agree as follows:

                                       1
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                                   ARTICLE 1
                                  DEFINITIONS

     Certain  terms used in this  Agreement  are defined  herein.  Certain other
terms are defined in Exhibit 1 attached hereto and  incorporated  herein by this
reference.

                                   ARTICLE 2
                            REVOLVING LINE OF CREDIT

     2.1  Agreement to Lend.

          (a) (i) UK Revolving Loans.  Each Lender  severally,  but not jointly,
agrees,  on the terms and subject to the conditions set forth in this Agreement,
to make loans (each a "UK Revolving  Loan") to the UK Borrower from time to time
on any Business Day during the period  beginning on the Closing Date through the
first Business Day before the Revolving Credit Termination Date, in such amounts
as the UK Borrower shall request as provided in Section 4.8 hereof not to exceed
in aggregate  principal  amount  outstanding at any time, such Lender's Pro Rata
Share of the UK Revolving Credit Commitment;  provided,  however, that no Lender
shall  have any  obligation  to make a  requested  UK  Revolving  Loan if, (i) a
Default or Event of Default has  occurred  and is  continuing  or (ii) after the
making of such UK Revolving Loan, (a) the aggregate unpaid principal  balance of
all UK Revolving Loans,  would exceed the UK Revolving Credit Commitments or (b)
the aggregate unpaid  principal  balance of all Revolving Loans would exceed the
aggregate Revolving Credit Commitments or (c) a Default or Event of Default will
have occurred and be continuing. Except as otherwise provided in the Fee Letter,
the UK Borrower may  terminate or reduce the unused  portion of the UK Revolving
Credit  Commitment  at any time by giving  notice to the Lender as  provided  in
Section 4.8 below,  provided that any partial reduction shall be in an amount of
at least  One  Million  Dollars  ($1,000,000)  or the  equivalent  amount in the
Optional Currency. UK Revolving Loans shall be used to pay existing intercompany
indebtedness,  for working  capital,  for  Acquisitions  (provided  that no such
Acquisitions  will breach  Section 151 of the  Companies Act 1985) and for other
corporate or business purposes.

               (ii)  German  Revolving  Loans.  Each Lender  severally,  but not
jointly,  agrees,  on the terms and subject to the  conditions set forth in this
Agreement,  to make loans (each a "German  Revolving Loan" and collectively with
the UK Revolving Loans, the "Revolving  Loans") to the German Borrower from time
to time on any  Business  Day during the period  beginning  on the Closing  Date
through the first Business Day before the Revolving Credit  Termination Date, in
such  amounts as the German  Borrower  shall  request as provided in Section 4.8
hereof not to exceed in aggregate principal amount outstanding at any time, such
Lender's Pro Rata Share of the German  Revolving  Credit  Commitment;  provided,
however,  that no Lender shall have any  obligation  to make a requested  German
Revolving  Loan if,  (i) a  Default  or Event of  Default  has  occurred  and is
continuing  or (ii)  after the making of such  German  Revolving  Loan,  (a) the
aggregate  unpaid  principal  balance of all German Revolving Loans would exceed
the German  Revolving  Credit  Commitments or (b) the aggregate unpaid principal
balance of all  Revolving  Loans would  exceed the  aggregate  Revolving  Credit
Commitments  or (c) a Default  or Event of  Default  will have  occurred  and be
continuing.  Except as otherwise provided in the Fee Letter, the German Borrower
may terminate or reduce the unused portion of


                                       2
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the  German  Revolving  Credit  Commitment  at any time by giving  notice to the
Lender as  provided in Section 4.8 below,  provided  that any partial  reduction
shall be in an  amount  of at least  One  Million  Dollars  ($1,000,000)  or the
equivalent amount in the Optional Currency. German Revolving Loans shall be used
to pay existing intercompany indebtedness, for working capital, for Acquisitions
and for other corporate or business purposes.

          (b) (i) Except as otherwise  provided in Section 3.3, if the aggregate
principal  indebtedness  of the UK Borrower under the UK Revolving  Notes at any
time  exceeds  the  UK  Revolving  Credit  Commitment,  the  UK  Borrower  shall
immediately,  without  demand or notice,  pay  principal  under the UK Revolving
Notes so that the aggregate  principal  amount  outstanding  thereunder does not
exceed the UK Revolving Credit Commitment.

               (ii)  Except  as  otherwise  provided  in  Section  3.3,  if  the
aggregate  principal  indebtedness  of the  German  Borrower  under  the  German
Revolving Notes at any time exceeds the German Revolving Credit Commitment,  the
German Borrower shall immediately, without demand or notice, pay principal under
the German Revolving Notes so that the aggregate  principal  amount  outstanding
thereunder does not exceed the German Revolving Credit Commitment.

               (iii)  Except  as  otherwise  provided  in  Section  3.3,  if the
aggregate  principal  indebtedness of the Borrowers under the Revolving Notes at
any  time  exceeds  the  Revolving  Credit   Commitment,   the  Borrowers  shall
immediately,  without  demand or notice,  pay principal  under their  respective
Revolving Notes so that the aggregate  principal amount  outstanding  thereunder
does not exceed the Revolving Credit Commitment.

          (c) Each Borrower's  obligations  under this Agreement,  the Revolving
Notes and any other Loan  Documents  to which such  Borrower is a party shall be
joint and several among each  Borrower,  in case of the German  Borrower  always
subject to the restrictions set forth in Article 14.

          (d) Once per fiscal quarter of the Borrower Agent,  the Borrower Agent
on  behalf  of the  Borrowers,  may  request  that the  total  Revolving  Credit
Commitments be reallocated  between the UK Revolving Credit  Commitments and the
German Revolving Credit Commitments. Such re-allocation of the Commitments shall
be effective and shall amend Schedule E-1,  hereto,  only if consented to by the
Agent and each  Lender  effected  thereby in writing  (in the  Agent's  and such
Lender's sole discretion).

     2.2 Revolving Note. The Revolving Loans shall be evidenced by and repaid in
accordance  with  Revolving  Notes  executed  by each  Borrower in favor of each
Lender, in the form of Exhibit 2.2 hereto, dated as of the Closing Date or, with
respect to  Revolving  Notes  issued to a financial  institution  that becomes a
Lender  subsequent  to the Closing  Date,  the date such  financial  institution
becomes a Lender,  and each Revolving Note shall be payable to the order of each
Lender.  Such  Notes  and  any and all  amendments,  extensions,  modifications,
renewals, reaffirmations,  restatements,  replacements and substitutions thereof
and therefor executed with respect to the UK Revolving Loans are herein referred
to as the "UK Revolving Notes" and executed with respect to the German Revolving
Loans are herein referred to as the "German  Revolving  Notes" and  collectively
with the UK Revolving Notes, shall be referred to

                                       3
<PAGE>

as the "Revolving Notes".  Interest shall accrue on the unpaid principal balance
of the  Revolving  Notes  outstanding  from  time to  time  at a rate  or  rates
determined as provided in Section 4.3 below.  The Revolving  Notes shall be paid
in full on the Revolving Credit Termination Date.

                                   ARTICLE 3
                                   CURRENCY

     3.1 Currency and Amount.  The amounts of all  Commitments,  Loans and other
monetary  obligations  hereunder  shall be  measured in the Base  Currency.  The
Borrowers  may request  Loans be funded in an Optional  Currency and such Loans,
together  with any  interest  or fees  related  thereto  may be  repaid  in such
Optional Currency.

     3.2 Selection of Currency. A Borrower (or the Borrower Agent on behalf of a
Borrower)  shall  select  the  currency  of a Loan in a Loan  Request  and  such
currency  shall  be  deemed  the  "denominated"  currency  for the  purposes  of
repayment in accordance with Section 3.6(b).

     3.3  Translation  Calculations.  No later than  10:00  a.m.,  Kansas  City,
Missouri  time,  on the last day of each month  that is a  Business  Day (each a
"Calculation  Date"),  the Agent will  determine  the  Exchange  Rate as of such
Calculation Date with respect to each Optional Currency and the Agent shall give
written notice thereof to the Lenders and the Borrower Agent.  The Exchange Rate
so  determined  shall  become  effective of the first  Business Day  immediately
following  the  relevant  Calculation  Date (a "Reset  Date"),  and shall remain
effective  until the next  succeeding  Reset Date, and shall for all purposes of
this Agreement be the Exchange Rates employed in converting any amounts  between
the Base Currency and the Optional Currencies.

          (b) Not later than 5:00 p.m., Kansas City time, on each Reset Date and
on each date on which  Revolving  Loans are made or  continued,  the Agent shall
determine the aggregate unpaid  principal  balance of (i) all UK Revolving Loans
outstanding in the equivalent of the Base Currency and (ii) all German Revolving
Loans outstanding in the equivalent of the Base Currency.

          (c) In the event the aggregate unpaid principal balance (calculated in
accordance  with this  Section 3.3) of (i) all UK  Revolving  Loans  exceeds the
aggregate UK Revolving  Credit  Commitments or (ii) all German  Revolving  Loans
exceeds  the  aggregate  German  Revolving  Credit  Commitments,  the Agent will
promptly  notify the Borrower  Agent.  The Borrowers  (and the Borrower Agent on
behalf of the Borrowers) shall not be entitled to make any further Loan Requests
(other than with respect to continuations of outstanding  Loans) for the type of
Loans that have  exceeded  the  Commitments  with  respect to such Loans and the
Lenders  will  have no  obligation  to make  any  such  Loans  (other  than  the
continuations of outstanding  Loans), in each case for so long as such condition
is continuing with respect to such Loans.

          (d) Without limiting  Section 3.3(c),  in the event the sum of (i) the
amount by which the aggregate unpaid principal balance (calculated in accordance
with this Section 3.3) of

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all UK Revolving  Loans exceeds the UK Revolving  Commitments,  if any, and (ii)
the  amount by which the  aggregate  unpaid  principal  balance  (calculated  in
accordance  with this Section  3.3) of all German  Revolving  Loans  exceeds the
German  Revolving  Commitments,  if any, is greater than Three  Million  Dollars
($3,000,000),  the  Borrowers  shall,  not  later  than  the next  Business  Day
following receipt of the notice provided in accordance with Section 3.3(b),  and
without any  further  demand or notice,  pay  principal  under their  respective
Revolving Notes in the amount by which such amount exceeds Three Million Dollars
($3,000,000).

     3.4 Agent's  Calculations.  All calculations  made by the Agent pursuant to
this Article 3 will take into account any repayment,  prepayment,  consolidation
or  division of Loans to be made on the date of such  calculations,  and will be
presumptively correct absent manifest error.

     3.5 Currency Indemnity.

          (a) If any sum due from an Obligor under the Loan Documents (a "Sum"),
or any order,  judgment or award  given or made in relation to a Sum,  has to be
converted from the currency (the "First  Currency") in which that Sum is payable
into another currency (the "Second Currency") for the purpose of:

               (i) making or filing a claim or proof against that Obligor; or

               (ii)  obtaining  or  enforcing  an  order,  judgment  or award in
relation to any litigation or arbitration proceedings,

that Obligor shall as an independent  obligation,  within three Business Days of
demand,  indemnify  each of the  Agent  or any  Lender  to whom  that Sum is due
against  any  cost,  loss or  liability  arising  out of or as a  result  of the
conversion  including any  discrepancy  between (A) the rate of exchange used to
convert that Sum from the First  Currency  into the Second  Currency and (B) the
rate or rates of exchange available to that person at the time of its receipt of
that Sum;  provided,  however that the above indemnity with respect to the Agent
or any Lender,  shall not apply to the extent that any cost,  loss or  liability
arises  from the gross  negligence  or willful  misconduct  of the Agent or such
Lender in making such currency conversion.

          (b) Each Obligor waives any right it may have in any  jurisdiction  to
pay any amount  under the Loan  Documents  in a currency or currency  unit other
than that in which it is expressed to be payable.

     3.6 Currency of Account.

          (a) Subject to paragraphs (b) through (e) below,  the Base Currency is
the  currency of account  and payment for any sum due from an Obligor  under any
Loan Document.

          (b) A  repayment  of a Loan or Sum or a part of a Loan or Sum shall be
made in the currency in which that Loan or Sum is denominated on its due date.

          (c) Each  payment of interest  shall be made in the  currency in which
the sum in respect of which the  interest is payable was  denominated  when that
interest accrued.

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<PAGE>

          (d) Each  payment in respect of costs,  expenses or any taxes shall be
made in the currency in which the costs, expenses or such taxes are incurred.

          (e) Any amount  expressed  to be payable in a currency  other than the
Base Currency shall be paid in that other currency.

     3.7 Change of Currency.

          (a) Unless  otherwise  prohibited by law, if more than one currency or
currency unit are at the same time recognized by the central bank of any country
as the lawful currency of that country, then:

               (i) any reference in the Loan  Documents to, and any  obligations
arising  under the Loan  Documents  in, the  currency of that  country  shall be
translated  into,  or paid in, the  currency  or currency  unit of that  country
designated by the Agent; and

               (ii)  any  translation  from one  currency  or  currency  unit to
another shall be at the official rate of exchange recognized by the central bank
of such country for the  conversion  of that  currency or currency unit into the
other, rounded up or down by the Agent.

          (b) If a change in any currency of a country  occurs,  this  Agreement
will, to the extent the Agent  specifies to be  necessary,  be amended to comply
with any  generally  accepted  conventions  and market  practice in the Relevant
Interbank Market and otherwise to reflect the change in currency.

                                   ARTICLE 4
                       DISBURSEMENTS; INTEREST; PAYMENTS

     4.1 Types of Loans. The Loans made on each  Disbursement  Date may, subject
to the terms and  conditions of this  Agreement,  be EURIBOR Rate Loans or LIBOR
Rate Loans (each  being  referred  to as a "type" of Loan) as  specified  in the
applicable  Loan Request given by a Borrower or the Borrower Agent in accordance
with Section 4.8 hereof.

     4.2 Loan Disbursement Procedures.

          (a) Loans shall be disbursed by the Agent upon request by any Borrower
or the Borrower  Agent on behalf of any  Borrower  from time to time on or after
the Closing Date,  in such amounts as provided in Section 4.7 below,  subject to
the  limitations  on the  Lenders'  obligations  to make  Loans as set  forth in
Section 2.1 above.  Subject to the terms of this  Agreement,  the  Borrowers may
borrow,  repay and  re-borrow  Loans at any time prior to the  Revolving  Credit
Termination Date.

          (b) Each Loan Request shall be delivered to the Agent in writing or by
telex or facsimile  transmission  in the manner provided in Section 13.1 hereof,
or as otherwise  agreed by the Agent,  in the manner and within the time periods
set forth in Section  4.8. The Agent may rely and act upon any such Loan Request
which is received  from the Borrower  Agent or any other person  believed by the
Agent in good faith to be authorized to make such request on behalf

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<PAGE>

of any  Borrower.  The Agent  shall  record in its records all Loans made by the
Lenders to any Borrower  pursuant to this Agreement and all payments made on the
Loans.

     4.3 Interest.

          (a) The  Borrowers  shall pay to the Agent for the Pro Rata benefit of
the  Lenders  interest on the  principal  amount of each  Revolving  Loan at the
following rates:

               (i) EURIBOR  Rate  Option.  During any period  while such Loan is
denominated  in Euros,  at a rate equal to the EURIBOR  Rate for the  applicable
Interest Period plus the Applicable  Margin plus UK Mandatory Costs in effect on
the Disbursement Date or the date of continuation, as applicable, as adjusted as
provided in this Agreement.

               (ii) LIBOR  Rate  Option.  During  any period  while such Loan is
denominated  in  GBPs at a rate  equal  to the  LIBOR  Rate  for the  applicable
Interest Period plus the Applicable  Margin plus UK Mandatory Costs in effect on
the Disbursement Date or the date of continuation, as applicable, as adjusted as
provided in this Agreement.

               (iii) Applicable  Margin.  The "Applicable  Margin" will be three
percent  (3.0%) for all Loans from the date of this  Agreement to and  including
the six month anniversary of the Availability Date. Thereafter,  the "Applicable
Margin" will be calculated and adjusted, as shown below, on the first day of the
month  following  the  receipt  by  the  Agent  of  each  quarterly   Compliance
Certificate;  any change in the  "Applicable  Margin"  shall be  effective  with
respect to any  Revolving  Loans on or after each such date.  The interest  rate
(other  than  adjustments  to the  Applicable  Margin as provided  herein)  with
respect to any Loan shall not change  during any Interest  Period.  On and after
the six month anniversary of the Availability Date, the "Applicable Margin" will
be as follows:

     If the Euronet Entities' Consolidated         The Applicable Margin for
         Funded Debt / EBITDA Ratio is                 all Loans shall be

       greater than 1.50:1.00                                 3.00%

       less than or equal to 1.50:1.00, but                   2.75%
       greater than 1.25:1.00

       less than or equal to 1.25:1.00, but
       greater than 1.00:1.00                                 2.50%

       less than or equal to 1.00 to 1.00                     2.25%

          (b)  Notwithstanding  the  provisions  of Section  4.3(a)  above,  the
Borrowers  shall pay interest at the Default  Rate on any  principal of any Loan
and on any interest or other amount payable by the Borrowers  hereunder or under
the Revolving  Notes (i) that is not paid in full when due (whether at maturity,
by  acceleration or otherwise),  for the period  commencing on and including the
due date  thereof  until the same is paid in full and (ii) upon and  during  the
continuance  of any failure to comply with or violation of any of the  financial
covenants  set forth

                                       7

<PAGE>

in  Article 9 of this  Agreement  as shown on and as of the last day of a fiscal
quarter as reflected on any Compliance Certificate.

          (c) Accrued  interest on each Loan shall be payable on the last day of
each Interest  Period  therefor;  provided that interest  payable at the Default
Rate shall be payable, to the extent applicable,  from time to time on demand of
the Agent.

          (d) In the event that Borrower fails to select the type of Loan or the
duration  of any  Interest  Period  for any  Loan  within  the time  period  and
otherwise as provided in Section 4.8, such Loan will be automatically renewed as
the same Type of Loan for a 1 month Interest  Period on the last day of the then
current Interest Period for such Loan.

          (e) The amount of all  interest and fees  hereunder  shall be computed
for the actual number of days elapsed on the basis of a year consisting of three
hundred  sixty-five  (365) days with respect to amounts  denominated  in GBP and
three  hundred sixty (360) days with respect to amounts  denominated  in Euro or
Dollars. Interest on any Loan shall be computed for the period commencing on and
including  the date of such Loan to but  excluding the date such Loan is paid in
full; provided, however, that if a Loan is repaid on the same day on which it is
made, such day shall be included in computing interest on such Loan.

     4.4  Optional  and  Mandatory  Payments.  Borrower  shall have the right to
prepay  the Loans in whole or in part at any time  without  premium  or  penalty
(except as otherwise  provided in the Fee  Letter),  subject to giving the Agent
prior notice in accordance  with the provisions of Section 4.8 hereof,  provided
that (i) each such partial prepayment shall be in the aggregate principal amount
of not less than Five Hundred  Thousand  Dollars  ($500,000)  or the  equivalent
amount in the Optional Currency calculated in accordance with the Exchange Rate,
and (ii) if any  prepayment  is made on any day  other  than the last day of the
Interest  Period  therefor,  it may be prepaid only upon three (3) Business Days
prior notice to Agent and Borrower  shall pay to the Agent any  applicable  fees
and amounts  described in Section  5.2(a) below.  Amounts  prepaid in respect of
Loans  under  this  Section  4.4 may be  re-borrowed  subject  to the  terms and
conditions hereof. Borrower shall make mandatory principal payments on the Loans
as provided in Section 2.1(b), Section 2.2 and Section 3.3(d) above.

     4.5 Payments.  Except as otherwise  provided  herein and subject to Section
4.8 below, all payments of principal,  interest, Fees, taxes, charges,  expenses
and other items payable by the Borrowers hereunder and under the Revolving Notes
may be made in an  Optional  Currency  but shall be  calculated  by the Agent in
Dollars  and shall be  credited  on the date of receipt by the Agent for the Pro
Rata benefit of the Lenders if received by the Agent at its principal  office in
London,  in immediately  available funds,  prior to 1:00 p.m., London time, on a
Business Day.  Payments made in funds which are not immediately  available shall
be  credited  only when the funds  are  collected  by the  Agent,  and  payments
received (whether from a Borrower in immediately  available funds or through the
collection of funds which were not immediately available at the time payment was
tendered by a Borrower)  after 1:00 p.m.  (London  time) will be credited on the
next Business Day. The Agent  reserves the right to apply all payments  received
by it  from a  Borrower  and  designated  or  authorized  to be  applied  to the
Revolving Notes first to any Fees and other charges then due to the Agent or the
Lenders, then to accrued interest on such Revolving Notes for the benefit of the
Lenders on a Pro Rata basis and

                                       8
<PAGE>

then to  reduction  of the  principal  balance of such  Revolving  Notes for the
benefit of the Lenders on a Pro Rata basis, or such other order as the Agent may
determine in its sole discretion. The Agent shall also record in its records, in
accordance  with  customary  accounting  practice,  all interest,  Fees,  taxes,
charges,  expenses and other items properly  chargeable to Borrower with respect
to the  Loans,  all  payments  received  by the  Agent  for  application  to the
Obligations,  and all other appropriate debits and credits.  The Agent's records
shall constitute  prima facie evidence of the amount of Obligations  outstanding
from time to time.  All payments  received by the Agent shall be  distributed by
Agent in accordance with this Section 4.5,  subject to the rights of offset that
Agent may have as to amounts  otherwise to be remitted to a particular Lender by
reason of  amounts  due to the  Agent  from  such  Lender  under any of the Loan
Documents.

          (b) Each Obligor  shall make all payments by it required  hereunder or
under any other Loan Document without any Tax Deduction,  unless a Tax Deduction
is required by law.

               (ii) The Borrower Agent shall promptly, upon any Obligor becoming
aware  that an  Obligor  has had or will have to make a Tax  Deduction  (or that
there  has been or will be a change  in the rate at which or the  basis on which
any Tax Deduction has to be made),  notify the Agent accordingly.  Similarly,  a
Lender  shall  notify  the Agent on  becoming  so aware in  respect of a payment
payable to that Lender. If the Agent receives such notification from a Lender it
shall notify the Borrower Agent and the applicable Obligor.

               (iii)  If a Tax  Deduction  is  required  by law to be made by an
Obligor,  the amount of the  payment in  respect of which the Tax  Deduction  is
required to be made shall be increased to the amount which (after making any Tax
Deduction)  will leave an amount equal to the payment  which would have been due
if no Tax Deduction had been required.

               (iv) An Obligor is not required to make an increased payment to a
Lender  under  Clause  4.5(b)(iii)  above for a Tax  Deduction in respect of tax
imposed  by the  United  Kingdom or the  Republic  of Germany  from a payment of
interest on a Loan, if on the date on which the payment falls due:

                    (aa) the payment could have been made to the relevant Lender
without a Tax  Deduction  if it was a Qualifying  Lender,  but on that date that
Lender is not or has ceased to be a Qualifying  Lender other than as a result of
any change after the date it became a Lender under this  Agreement in (or in the
interpretation,  administration,  or application  of) any law or Treaty,  or any
published practice or concession of any relevant taxing authority; or

                    (bb)

                    (1)  the relevant Lender is a Qualifying Lender solely under
                         sub-paragraph  (b)  of  the  definition  of  Qualifying
                         Lender;

                    (2)  the Board of the  Inland  Revenue  has  given  (and not
                         revoked) a direction (a "Direction") under section 349C
                         of the Taxes Act (as that  provision  has effect on the
                         date on which  the  relevant  Lender  became a party to
                         this
                                       9
<PAGE>

                         Agreement)  which  relates to  that  payment  and  that
                         Lender has received from that Obligor or  the  Borrower
                         Agent a certified copy of that Direction; and

                    (3)  the payment could have been made to the Lender  without
                         any Tax Deduction in the absence of that Direction; or

                    (cc) the relevant Lender is a Qualifying Lender solely under
sub-paragraph  (b) of the definition of Qualifying  Lender and it has not, other
than by reason of any  change  after  the date of this  Agreement  in (or in the
interpretation,  administration,  or  application  of) any law, or any published
practice  or  concession  of  any  relevant  taxing   authority,   given  a  Tax
Confirmation to the Borrower Agent; or

                    (dd) the relevant  Lender is a Treaty Lender and the Obligor
making the payment is able to demonstrate  that the payment could have been made
to the Lender  without  the Tax  Deduction  had that  Lender  complied  with its
obligations under Clause 4.5(b)(vii) below.

               (v) If an  Obligor  is  required  to make a Tax  Deduction,  that
Obligor  shall make that Tax  Deduction  and any payment  required in connection
with that Tax  Deduction  within  the time  allowed  and in the  minimum  amount
required by law.

               (vi) Within  thirty days of making  either a Tax Deduction or any
payment required in connection with that Tax Deduction,  the Obligor making that
Tax Deduction  shall deliver to the Agent for the Lender entitled to the payment
evidence reasonably  satisfactory to that Lender that the Tax Deduction has been
made or (as  applicable)  any  appropriate  payment paid to the relevant  taxing
authority.

               (vii) A Treaty  Lender and each Obligor  which makes a payment to
which  that  Treaty  Lender is  entitled  shall  co-operate  in  completing  any
procedural  formalities  necessary for that Obligor to obtain  authorization  to
make that payment without a Tax Deduction.

               (viii) In respect of interest  payable on advances made to the UK
Borrower under this Agreement,  Bank of America N.A. gives a Tax Confirmation to
the Borrower Agent by entering into this Agreement.

               (ix) A UK Non-Bank  Lender  shall  promptly  notify the  Borrower
Agent and the Agent if there is any change in the position  from that set out in
the Tax Confirmation.

     4.6 Status of Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the  jurisdiction in which
the  Borrowers  are  residents  for tax  purposes,  or any  treaty to which such
jurisdiction is a party,  with respect to payments  hereunder or under any other
Loan Document shall deliver to the Borrower Agent (with a copy to the Agent), at
the time or times  prescribed by applicable  law or reasonably  requested by the

                                       10
<PAGE>

Borrower Agent or the Agent, such properly completed and executed  documentation
prescribed  by  applicable  law as will permit such  payments to be made without
withholding or at a reduced rate of  withholding.  In addition,  any Lender,  if
requested  by the  Borrower  Agent  or  the  Agent,  shall  deliver  such  other
documentation  prescribed  by  applicable  law or  reasonably  requested  by the
Borrower  Agent or the  Agent  as will  enable  the  Borrowers  or the  Agent to
determine  whether  or not such  Lender  is  subject  to backup  withholding  or
information reporting requirements.

Without  limiting  the  generality  of the  foregoing,  in the  event  that  the
Borrowers are resident for tax purposes in the United States, any Foreign Lender
shall  deliver to the  Borrower and the Agent (in such number of copies as shall
be  requested  by the  recipient)  on or prior to the date on which such Foreign
Lender becomes a Lender under this  Agreement (and from time to time  thereafter
upon the request of the Borrower or the Agent,  but only if such Foreign  Lender
is legally entitled to do so), whichever of the following is applicable:

               (i) duly completed copies of Internal Revenue Service Form W-8BEN
claiming  eligibility  for  benefits of an income tax treaty to which the United
States is a party,

               (ii) duly  completed  copies of  Internal  Revenue  Service  Form
W-8ECI,

               (iii) in the case of a Foreign  Lender  claiming  the benefits of
the exemption for portfolio  interest  under section  881(c) of the Code,  (x) a
certificate  to the effect that such Foreign  Lender is not (A) a "bank"  within
the meaning of section  881(c)(3)(A) of the Code, (B) a "10 percent shareholder"
of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
"controlled foreign  corporation"  described in section 881(c)(3)(C) of the Code
and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

               (iv) any other form  prescribed by applicable  law as a basis for
claiming exemption from or a reduction in United States Federal  withholding tax
duly  completed  together  with  such  supplementary  documentation  as  may  be
prescribed  by  applicable  law to permit the Borrower  Agent to  determine  the
withholding or deduction required to be made.

     4.7 Minimum Amounts. Each borrowing or continuation of any Loan shall be in
an amount of at least Five Hundred Thousand Dollars ($500,000) or the equivalent
amount in the Optional  Currency or a multiple of One Hundred  Thousand  Dollars
($100,000) or the equivalent  amount in the Optional Currency in excess thereof,
in each case calculated in accordance with the Exchange Rate.

     4.8 Certain Requests and Notices. Borrower will request borrowings and give
notice to the Agent of all  terminations  or  reductions  of the  Commitment  or
continuations  and  prepayments  of  Loans  and  duration  of  Interest  Periods
substantially  in the form of Exhibits  4.8-A and 4.8-B  hereto,  as  applicable
(each a "Loan  Request").  Each such notice  shall be  irrevocable  and shall be
effective  only if  received by the Agent not later than 11:00 a.m.  St.  Louis,
Missouri  time  (i) on the  Business  Day  prior  to the  effective  date of the
requested termination or reduction of the Commitment, or (ii) three (3) Business
Days prior to the requested  effective date for a borrowing or prepayment of, or
continuation  of a Loan or any selection of an Interest  Period for a Loan.  Any
such Loan Request for a borrowing of, or  continuation  of a Loan shall specify,
(i) the amount of principal and Optional Currency which shall comprise the Loan,
(ii) the date on which the rate is to become  effective,  and (iii) the Interest
Period for such Loan. For purposes of  calculating  the number of Business Days,
the date

                                       11

<PAGE>

the notice is received  shall be included if received  not later than 11:00 a.m.
Kansas City time and excluded if received after 11:00 a.m. Kansas City time.

          (b)  Fundings by Lenders.  Subject to its receipt of notice from Agent
of a Loan Request for a borrowing as provided in Section  4.8(a)  (except in the
case of a deemed request by a Borrower for a Revolving Loan as provided  herein,
in which event no Notice of  Borrowing  need be  submitted),  each Lender  shall
timely honor its  Revolving  Credit  Commitment by funding its Pro Rata share of
each  Revolving  Loan that is properly  requested by such Borrower and that such
Borrower is entitled to receive under this  Agreement.  Agent shall  endeavor to
notify Lenders of each Loan Request (or deemed request for a Borrowing), by 8:00
a.m. London time with respect to UK Revolving Loan and 8:00 a.m.  Frankfurt time
with  respect to German  Revolving  Loans,  at least 2 Business  Days before the
proposed  funding date.  Each Lender shall deposit with Agent an amount equal to
its Pro Rata share of the Revolving Loan  requested or deemed  requested by such
Borrower at Agent's  designated  bank in immediately  available  funds not later
than 2:00 p.m. London time on the date of funding of such UK Revolving Loans and
2:00 p.m.  Frankfurt time on the date of funding of such German Revolving Loans.
Subject to its receipt of such amounts  from the  Lenders,  Agent shall make the
proceeds  of the  Revolving  Loans  received  by it  available  to a Borrower by
disbursing  such  proceeds  in  accordance  with  such  Borrower's  disbursement
instructions  set forth in the  applicable  Loan Request.  Neither Agent nor any
Lender  shall  have any  liability  on account of any delay by any bank or other
depository  institution  in  treating  the  proceeds  of any  Revolving  Loan as
collected funds or any delay in receipt, or any loss, of funds that constitute a
Revolving  Loan, the wire transfer of which was initiated by Agent in accordance
with  wiring  instructions  provided  to Agent.  Unless  Agent  shall  have been
notified in writing by a Lender prior to the proposed  time of funding that such
Lender does not intend to deposit with Agent an amount  equal such  Lender's Pro
Rata share of the requested Revolving Loan (or deemed request), Agent may assume
that such Lender has deposited or promptly will deposit its share with Agent and
Agent may in its discretion  disburse a corresponding  amount to Borrower on the
applicable  funding date. If a Lender's Pro Rata share of such Revolving Loan is
not in fact deposited with Agent,  then, if Agent has disbursed to a Borrower an
amount  corresponding  to such  share,  then such Lender  agrees to pay,  and in
addition   Borrowers   agree  to  repay,  to  Agent  forthwith  on  demand  such
corresponding amount, together with interest thereon, for each day from the date
such amount is disbursed  by Agent to or for the benefit of Borrowers  until the
date such amount is paid or repaid to Agent,  (a) in the case of  Borrowers,  at
the interest rate  applicable to such Revolving Loan and (b) in the case of such
Lender,  at the LIBOR Rate with  respect to LIBOR Rate Loans or the EURIBOR Rate
with  respect  to  EURIBOR  Rate  Loans.  If such  Lender  repays to Agent  such
corresponding  amount,  such amount so repaid shall constitute a Revolving Loan,
and if both such  Lender and  Borrowers  shall have  repaid  such  corresponding
amount,  Agent shall promptly return to Borrowers such  corresponding  amount in
same day funds.  A notice from Agent  submitted  to any Lender  with  respect to
amounts owing under this Section  4.8(b) shall be  conclusive,  absent  manifest
error.

          4.9 Borrower Agent. Each Borrower hereby irrevocably  appoints Euronet
Worldwide,  Inc. and Euronet Worldwide, Inc. agrees to act under this Agreement,
as the agent and  representative  of itself and each  Borrower  for all purposes
under this Agreement (in such capacity,  "Borrower Agent"), including requesting
Revolving  Loans,  selecting  whether any Loan is to be  denominated in Euros or
GBPs, and receiving account  statements and other notices

                                       12

<PAGE>

and communications to Borrowers (or any of them) from Agent. Agent may rely, and
shall  be  fully  protected  in  relying,  on  any  Loan  Request,  disbursement
instructions, reports, information, or any other notice or communication made or
given by Borrower Agent, either in its own name, on behalf of either Borrower or
on behalf of "the  Borrowers,"  and Agent shall have no  obligation  to make any
inquiry or request any  confirmation  from or on behalf of any other Borrower as
to the binding  effect on such Borrower of any such Loan  Request,  instruction,
report, information,  or other notice or communication,  nor shall the joint and
several  character of  Borrowers'  liability  for the  Obligations  be affected,
provided  that the  provisions of this Section 4.10 shall not be construed so as
to preclude either Borrower from directly requesting  Borrowings or taking other
actions  permitted to be taken by "a Borrower"  hereunder.  Agent may maintain a
single loan account in the name of  "e-pay/Delta"  hereunder,  and each Borrower
expressly agrees to such  arrangement and confirms that such  arrangement  shall
have no effect on the joint and several  character of such Borrower's  liability
for the Obligations.

                                   ARTICLE 5
                                FEES; COLLATERAL

     5.1 Fees.  Borrower  Agent shall pay to Agent the fees set forth in the Fee
Letter executed by Agent and the Borrowers concurrently herewith.

     5.2 Additional Loan Costs.

          (a)  Borrower  shall pay to the Agent for the  benefit of the  Lenders
from time to time, upon request of the Agent,  (i) such amounts as the Agent may
determine  to be  necessary  to  compensate  it for any  Additional  Loan  Costs
respecting  Regulatory  Changes and (ii) an administrative  fee of Three Hundred
Dollars  ($300) plus such amounts as the Agent may  determine to be necessary to
compensate  the Lenders for any loss,  cost or expense  which the Lenders  incur
(including,  without limitation, any loss, cost or expense incurred by reason of
the liquidation or re-employment of deposits,  but excluding loss of anticipated
profits) that is attributable to (A) any payment,  prepayment or conversion of a
Loan made by a  Borrower  for any reason on a date other than the last day of an
Interest  Period for such Loan or (B) any  failure by a Borrower  for any reason
(including,  without  limitation,  the  failure of any  condition  specified  in
Article 6 hereof to be satisfied)  to borrow,  continue or convert a Loan on the
date therefor specified in the request for borrowing or notice given pursuant to
Section 4.8 hereof. Such compensation may include an amount equal to the excess,
if any, of (i) the amount of interest  which would have accrued on the amount so
prepaid,  or not so borrowed,  converted or  continued,  for the period from the
date of such prepayment or of such failure to borrow, convert or continue to the
last day of the  applicable  Interest  Period  (or,  in the case of a failure to
borrow,  convert or continue,  the Interest  Period that would have commenced on
the date of such  failure) in each case at the  applicable  rate of interest for
such Loans  provided  for herein  (excluding,  however,  the  Applicable  Margin
included  therein,  if any) over  (ii) the  amount of  interest  (as  reasonably
determined  by the Agent) which would have accrued to the Lenders on such amount
by placing such amount on deposit for a comparable  period with leading banks in
the Relevant  Interbank Market. The covenants of the Borrowers set forth in this
Section 5.2 shall survive the  termination  of this Agreement and the payment of
the Loans and all other  amounts  payable  hereunder.  The Agent will notify the
Borrowers  of  any  event  which  will  entitle  the  Agent  or the  Lenders  to
compensation  pursuant to this Section 5.2 as promptly as practicable  after the
Agent

                                       13

<PAGE>

determines to require such  compensation and will furnish Borrower with a
certificate  setting  forth in  reasonable  detail  the basis and amount of such
compensation.

          (b) Determinations by the Agent of the effect of any Regulatory Change
(i) on its rate of return,  (ii) on its cost of maintaining the Loans,  (iii) on
its  obligation to make Loans or (iv) on amounts  receivable by it in respect of
the Loans and  determinations of the amounts required to compensate the Agent or
the Lenders  under this  Section  5.2 shall be  conclusive,  provided  that such
determinations  are made on a reasonable  basis and are set forth in  reasonable
detail in the certificates referred to in Section 5.2(a) above.

          (c)  Anything  herein to the contrary  notwithstanding,  if it becomes
unlawful for the Agent or any Lender to honor its obligation to make or maintain
Loans hereunder or if, on or prior to the  determination  of any EURIBOR Rate or
LIBOR Rate for any Interest Period,  the Agent determines  (which  determination
shall be conclusive) that quotations of interest rates for the relevant deposits
referred to in the  definition  of "EURIBOR  Rate" or "LIBOR  Rate" in Exhibit 1
hereto  are not being  provided  in the  relevant  amounts  or for the  relevant
maturities  for purposes of determining  rates of interest for such Loans,  then
the Agent  shall give  Borrower  prompt  notice  thereof,  and,  so long as such
condition  remains  in  effect,  the  Agent  and the  Lenders  shall be under no
obligation  to make  additional  EURIBOR Rate Loans or LIBOR Rate Loans,  as the
case may be. to  continue  such Loans or to convert  such  Loans,  and  Borrower
shall,  on the  last  day(s)  of the then  current  Interest  Period(s)  for the
outstanding Loans, either prepay such Loans or convert such Loans if permitted.

     5.3  Collateral.  The  Revolving  Notes and all other  Obligations  will be
secured as provided in the Pledge  Agreements.  All assets of each Borrower will
be subject to the negative pledge set forth in Section 10.10 below.

                                   ARTICLE 6
                           CONDITIONS TO MAKING LOANS

     The  Lenders'  obligation  hereunder to make the Loans,  extend  credit and
enter  into  transactions  referred  to in  Article  3 shall be  subject  to the
satisfaction of the following  conditions and, in the case of the conditions set
forth in Sections 6.4, 6.5, 6.7, 6.8 and 6.9, as of each  Disbursement  Date. On
the Closing Date the Borrowers  shall have satisfied the conditions set forth in
Section 6.1 through 6.10;  however,  the Lenders' shall not be obligated to make
the Loans,  extend credit and enter into  transactions  referred to in Article 3
until  the  date  upon  which  the  conditions  set  forth in  Section  6.11 are
additionally satisfied (the "Availability Date").

     6.1 Delivery of Loan Documents.  Each Borrower and the Borrower Agent shall
have executed and delivered to the Agent,  as applicable,  this  Agreement,  the
Notes, the Fee Letter, the Pledge Agreements (other than any Pledge Agreement to
be delivered  pursuant to Section  6.11(a)) and the Guaranty  Agreement to which
the  Borrower  Agent is a party,  all of  which  shall be in form and  substance
satisfactory to the Agent and its counsel.  The US Borrowers shall have executed
and delivered to Bank of America the US Credit  Agreement and have satisfied any
other conditions  required to be satisfied on the "Closing Date" pursuant to the
US Credit Agreement.

                                       14

<PAGE>

     6.2 Proper Proceedings;  Charter Documents.  Each Borrower shall have taken
all corporate or company  proceedings  necessary to authorize the Loan Documents
and the transactions  contemplated hereby. Each Borrower shall have delivered to
the Agent  certificates,  dated the Closing Date and signed by their  respective
Secretaries,  Managing  Directors,  Directors  or  other  responsible  officers,
satisfactory to the Agent, respecting such proceedings and the incumbency of the
officers  executing  the Loan  Documents,  including  in the case of the  German
Borrower,  resolutions of the shareholder of the German Borrower authorizing the
Loan Documents and the transactions  contemplated  hereby and certified excerpts
from the commercial  register reflecting the incumbency of the officer executing
any Loan Documents on behalf of the German Borrower dated not earlier than three
Business Days prior to the Closing Date.  Each Borrower  shall have delivered to
the Agent copies of its articles of organization or association or other charter
documents,  including  all  amendments  thereto,  certified  by the  appropriate
officer, and copies of its bylaws or other constitutional  documents,  including
all amendments thereto,  certified by the appropriate  officer.  The Agent shall
have received  satisfactory  results to all company and other final  searches in
relation to each Borrower as the Agent may reasonably request.

     6.3 Legal Opinion.  The Agent shall have received  opinions from counsel to
each Borrower,  dated as of the Closing Date, in form and substance satisfactory
to the Agent and its counsel.

     6.4 No Adverse Changes; Representations; No Default. Since the date hereof,
there shall have been no material  adverse  change in the business,  operations,
financial  condition  or  prospects  of the  Borrowers  taken  as a whole or the
Euronet Entities taken as a whole. The representations and warranties  contained
in Article 7 hereof with respect to the  Borrowers  shall be true and correct as
though made on and as of the Closing Date or such Disbursement Date, as the case
may be, except that the  representations  and  warranties set forth in the first
sentence  of Section  7.4(b),  Section  7.7 and  Section  7.8  (which  relate to
disclosure  Schedules 7.4, 10.1 and 7.8) are not required by this Section 6.4 to
be made as of any  Disbursement  Date. No Default or Event of Default shall have
occurred and be continuing.  The Agent shall have received certifications of the
Borrower Agent in form  satisfactory  to the Agent and dated the Closing Date or
the date of the request for  borrowing,  as  applicable,  certifying  as to each
matter set forth in this Section 6.4,  which  certifications  may be included in
the Loan Request described in Section 4.8 hereof.

     6.5  Notice of  Borrowing.  Agent  shall  have  received  the Loan  Request
described in Section 4.8 hereof.

     6.6 [Intentionally Omitted.]

     6.7 No  Material  Impairment.  The Agent  shall  have  determined  that the
prospect of payment of the Loans has not been materially impaired.

     6.8  Required   Consents  and  Approvals.   All  consents,   approvals  and
authorizations  of any  Governmental  Authority or any other Person necessary in
connection  with  the  execution  and  performance  of the Loan  Documents,  the
consummation of the transactions  contemplated

                                       15

<PAGE>

hereby or the making of the Loans  hereunder  shall have been obtained and shall
be in full force and effect.

     6.9  Legality.  The making of any Loan shall not  subject  the Agent or any
Lender to any  penalty or special  tax,  shall not be  prohibited  by any law or
governmental  order or  regulations  applicable  to the Agent,  any Lender or to
Borrower and shall not violate any  voluntary  credit  restraint  program of the
executive   branch  of  the  government  of  the  United  States  or  any  other
Governmental Authority, and all necessary consents, approvals and authorizations
of any Governmental Authority to or of such Loan shall have been obtained.

     6.10  General.  All  instruments  and legal and  corporate  proceedings  in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
satisfactory  in form and substance to the Agent and its counsel,  and the Agent
shall  have  received  copies  of all  other  documents,  including  records  of
corporate  proceedings  and  opinions  of  counsel,  which  the  Agent  may have
requested in  connection  therewith,  such  documents  where  appropriate  to be
certified  by proper  corporate  or  governmental  authorities,  and such  other
conditions shall have been fulfilled as may have been requested by the Agent.

     6.11 Conditions to Full Availability.

          (a) Pledge and Guaranty Agreements. The Agent shall have received each
pledge  agreement,  share  charge or  similar  agreement  by which  (i)  Euronet
Worldwide, Inc. pledges 100% of its interest in any U.S. Subsidiary, in favor of
the  Agent,  (ii)  PaySpot,  Inc.  pledges  100%  of its  interest  in any  U.S.
Subsidiary,  in favor of the Agent,  (iii)  Euronet  Worldwide,  Inc.  and e-pay
Holdings,  Limited each pledges 100% of its interest in e-pay Limited,  in favor
of the Agent (iv) Delta  Euronet  GmbH  pledges  100% of its interest in Euronet
Services GmbH, in favor of the Agent for the benefit of the Lenders and (iv) EFT
Services  Holdings  B.V.  pledges 100% of its interest in Delta Euronet GmbH, in
favor of the Agent for the  benefit  of the  Lenders.  In  connection  with each
Pledge Agreement the Agent shall additionally receive stock, share certificates,
instruments,  if any, in respect of, or otherwise evidencing,  all issued shares
pledged,  pursuant to such Pledge  Agreements,  undated stock powers executed in
blank or other stock  transfer forms in form and substance  satisfactory  to the
Agent,  and a certified  copy of the  register of members or  directors  of each
Person the shares of whom are being pledged pursuant to the Pledge Agreements.

               (ii) The Agent shall have received Guaranty  Agreements  executed
by each of the Material Subsidiaries; provided, that if the Borrowers are unable
to delivery a Guaranty executed by Transact Elektronische  Zahlungssysteme GmbH,
the Borrowers  may in the  alternative  deliver a Guaranty  executed by Bankomat
24/Euronet Sp. z.o.o..

          (b) Proper  Proceedings;  Charter  Documents.  Each Obligor party to a
Pledge  Agreement or Guaranty  Agreement  delivered  pursuant to Section 6.11(a)
shall have taken all  corporate  or company  proceedings  necessary to authorize
such Pledge Agreements and Guaranty Agreements. Each of such Obligors shall have
delivered to the Agent  certificates,  dated the Availability Date and signed by
their  respective   Secretaries,   Directors  or  other  responsible   officers,
satisfactory to the Agent, respecting such proceedings and the incumbency of the
officers executing such Pledge Agreements and Guaranty Agreements,  including in
the

                                       16
<PAGE>

case of the German Borrower, Transact Elektronische Zahlungssysteme GmbH and
Euronet   Services  GmbH,   resolutions  of  the  shareholder  of  such  Persons
authorizing  the Pledge  Agreements and Guaranty  Agreements to which they are a
party and the transactions  contemplated thereby and certified excerpts from the
commercial  register  reflecting the incumbency of the officer  executing any of
such Loan  Documents  on behalf of such  Persons  dated not  earlier  than three
Business  Days  prior  to the  delivery  of such  Loan  Documents.  Each of such
Obligors   shall  have  delivered  to  the  Agent  copies  of  its  articles  of
organization or association or other charter documents, including all amendments
thereto, certified by the appropriate officer, and copies of its bylaws or other
constitutional  documents,  including all amendments  thereto,  certified by the
appropriate officer.  Each Person, the shares of whom are being pledged pursuant
to a Pledge  Agreement  shall have taken all  corporate  or company  proceedings
necessary to authorize the pledges pursuant to such Pledge Agreements, including
in the case of e-pay  Limited,  delivery to the Agent of a  certified  copy of a
shareholder's  resolution  amending  its articles of  organization,  in form and
substance satisfactory to the Agent.

          (c) Legal Opinion. The Agent shall have received opinions from counsel
to each  of such  Obligors,  dated  as of the  Availability  Date,  in form  and
substance satisfactory to the Agent and its counsel.

          (d) Bring Down  Conditions.  The conditions set forth in Sections 6.4,
6.7, 6.8 and 6.9 shall be satisfied as of the Availability Date.

          (e) Searches.  The Agent shall have received  satisfactory  results to
all  final  company  and  winding  up  searches  in  relation  to each  Material
Subsidiary reasonably requested by the Agent.

          (f) US Credit  Agreement.  The  conditions  set forth in Section  6.11
(other than Section 6.11(e)) of the US Credit Agreement shall be satisfied.

                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

     Each Borrower Party (except as  specifically  set forth herein)  represents
and warrants to the Agent and the Lenders that:

     7.1 Corporate Existence and Standing.  Each Borrower Party is a corporation
or company duly incorporated or organized, validly existing and in good standing
under the laws of its  jurisdiction of incorporation or organization and has all
requisite  authority  to own its  property  and to carry on its business in each
jurisdiction  where the  failure  to so qualify  would  have a material  adverse
effect on its business,  properties,  assets, operations or condition (financial
or  otherwise).  Borrower  Agent  represents  and  warrants to the Agent and the
Lenders that each Euronet Entity is an entity duly created, validly existing and
in good standing under the laws of its  jurisdiction of organization and has all
requisite  authority  to own its  property  and to carry on its business in each
jurisdiction  where the  failure  to so qualify  would  have a material  adverse
effect on its business,  properties,  assets, operations or condition (financial
or otherwise).

     7.2  Authorization  and  Validity.  Each  Borrower  Party has the power and
authority and legal right to execute and deliver the Loan  Documents to which it
is a party  and to  perform

                                       17

<PAGE>

its  obligations  thereunder.   Such  execution  and  delivery  have  been  duly
authorized by proper proceedings,  and the Loan Documents  constitute the legal,
valid and binding  obligations of each Borrower Party,  enforceable against each
of them in accordance with their respective terms, except as such enforceability
may be  limited by (i)  bankruptcy,  insolvency,  reorganization,  receivership,
liquidation,  moratorium,  and other  similar  laws  affecting  the  rights  and
remedies  of  creditors  generally  and (ii) by  general  principles  of  equity
(regardless of whether such enforcement is considered in equity or at law).

     7.3  No  Conflict;   Governmental  Consent.  The  execution,  delivery  and
performance of the Loan  Documents  will not violate any law, rule,  regulation,
order,  writ,  judgment,  injunction,  decree or award  binding on any  Borrower
Party, any provision of each Borrower Party's respective articles or certificate
of  incorporation or organization,  by-laws or other charter  documents,  or the
provisions of any  indenture,  instrument or other written or oral  agreement to
which any Borrower Party is a party or is subject or by which any Borrower Party
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 any of the Loan Documents.

     7.4 Compliance with Laws; Environmental and Safety Matters.

          (a) Each Borrower  Party  represents and warrants to the Agent and the
Lenders that each Euronet  Entity,  has complied with all  applicable  statutes,
rules,  regulations,   orders  and  restrictions  of  any  domestic  or  foreign
government or Governmental Authority having jurisdiction over the conduct of its
businesses or the ownership of its  respective  properties  except to the extent
that  such  non-compliance  will  not  have a  material  adverse  effect  on the
financial condition or business operations of Borrowers, on a consolidated basis
or on the Euronet Entities on a consolidated basis.

          (b) Each  Borrower  Party has,  except as  disclosed  in Schedule  7.4
hereto and to each Borrower Party's actual knowledge, complied with all federal,
national,  state,  local  and other  statutes,  ordinances,  orders,  judgments,
rulings and  regulations  relating  to  environmental  pollution,  environmental
regulation or control,  or employee health or safety,  except to the extent that
such  non-compliance  will not have a material  adverse  effect on the financial
condition or business  operations of the Borrowers on a consolidated  basis;  no
Borrower  Party has  received  any  written  notice of any  failure so to comply
except as disclosed in Schedule 7.4 hereto;  and no Borrower Party's  facilities
treat, store or dispose of any hazardous wastes, hazardous substances, hazardous
materials,   toxic  substances,   toxic  pollutants  or  substances  ("Hazardous
Materials") similarly  denominated,  as those terms or similar terms are used in
RCRA, CERCLA, the Hazardous  Materials  Transportation Act, the Toxic Substances
Control Act, the Clean Air Act, the Clean Water Act, the Occupational Safety and
Health Act or any other state, local or federal applicable law, ordinance,  rule
or regulation relating to environmental  pollution,  environmental regulation or
control or employee  health and safety  ("Environmental  Laws") in a quantity or
manner  that  requires  a  permit,  registration,  or  another  notification  or
authorization from a

                                       18

<PAGE>

Governmental  Authority  except  for the  treatment,  storage,  or  disposal  of
Hazardous  Materials in a quantity or manner which,  if in  non-compliance  with
Environmental  Laws,  would not have a material adverse effect on the Borrowers'
financial  condition  or  business  operations,  taken  as a  whole,  except  as
disclosed in Schedule 7.4 hereto.  The conduct of the business and the condition
of the property of each  Borrower do not violate any  Environmental  Laws or any
judicial  interpretation  thereof  relating  primarily  to  the  environment  or
Hazardous  Materials.  No  Borrower  is  aware  of  any  events,  conditions  or
circumstances  involving  environmental  pollution or  contamination or employee
health or  safety  that  could  reasonably  be  expected  to result in  material
liability on the part of the Borrowers taken as a whole.  Borrower  Agent,  with
respect to each Euronet Entity,  makes the same  representations  and warranties
made by each Borrower herein.

     7.5 US GAAP  Financial  Statements.  The Borrower  Parties have  heretofore
furnished to the Agent (a) (i) an audited consolidated balance sheet and related
consolidated  statements  of  earnings  and cash  flows  for all of the  Euronet
Entities  as a  group,  and  (ii) as shown on  Schedule  7.5,  (A) an  unaudited
combining  balance sheet and related  combining  statements of earnings and cash
flows for the  Borrowers  as a group and (B) a balance  sheet and  statement  of
earnings  and cash flows for the Borrower  Agent,  each as of and for the fiscal
year ended  December 31, 2003,  and (b) (i) an  unaudited  consolidated  balance
sheet and unaudited statements of earnings and cash flows for all of the Euronet
Entities  as a  group,  and  (ii) as shown on  Schedule  7.5,  (A) an  unaudited
combining balance sheet and unaudited  statements of earnings and cash flows for
the  Borrowers,  and (B) an unaudited  individual  balance  sheet and  unaudited
statement of earnings and cash flows for the Borrower Agent,  each as of and for
the quarter  ended June 30, 2004.  Such  financial  statements  fairly state the
financial  condition  and  results of  operations  of the  applicable  Person or
Persons as of such dates and for such periods.  No applicable Euronet Entity had
on said date any  material (on a  consolidated  basis)  contingent  liabilities,
material (on a consolidated  basis)  liabilities  for taxes,  unusual forward or
long-term  commitments or unrealized or anticipated  losses from any unfavorable
commitments,  except as referred to or reflected or provided for in said balance
sheet or the notes  thereto as at said date or  otherwise  disclosed as required
under the rules and regulations of the SEC. If any such matters are not included
in the financial statements of the Borrower Parties, but are otherwise disclosed
in a Borrower Party's SEC filings, then the Borrower Parties will provide a copy
of such  filings  to the  Agent  and  identify  the  relevant  disclosure.  Such
financial  statements  were  prepared  in  accordance  with  GAAP  applied  on a
consistent  basis.  Since June 30, 2004, no material adverse change has occurred
in the  business,  properties,  financial  condition,  prospects  or  results of
operations of the Borrowers (on a  consolidated  basis) or the Euronet  Entities
(on a consolidated basis).

     7.6  Ownership of  Properties;  Collateral  Liens.  Each  Borrower has good
title,  free and clear of all Liens (other than those  permitted by Section 10.2
hereof),  to  all  of the  properties  and  assets  reflected  in its  financial
statements as owned by it, and its interest in all other  properties  and assets
in or to which it has an interest as a lessee, licensee or otherwise is free and
clear of all Liens (other than those permitted under Section 10.2 hereof).

     7.7 Indebtedness. Except as disclosed on Schedule 10.1, no Borrower has any
Indebtedness for money borrowed or any direct or indirect  obligations under any
leases or any agreements of guaranty or security  except for the  endorsement of
negotiable  instruments  in the

                                       19

<PAGE>

ordinary  course  of  business  for  deposit  or  collection.  The  Indebtedness
disclosed on Schedule  10.1 is not superior in any right of payment or otherwise
to any Indebtedness owing to the Agent of the Lenders.

     7.8 Subsidiaries. The Euronet Entities' corporate structure is as set forth
on Schedule  7.8.  Except as  described  in Schedule  7.8, all of the issued and
outstanding shares of capital stock or other ownership interests of each Euronet
Entity   has  been  duly   authorized   and   issued  and  are  fully  paid  and
non-assessable, free and clear of all liens, restrictions and rights.

     7.9  Litigation.  Monetary loss arising from any  litigation,  arbitration,
mediation,  governmental  investigations,  proceedings  or inquiries  before any
Governmental  Authority,  arbitrator  or  mediator  that are  pending or, to the
knowledge of any of any Borrower's officers, threatened against or affecting any
Borrower  (other  than  those  covered by  insurance,  but only to the extent so
covered) is not reasonably  expected to exceed,  in the  aggregate,  One Million
Dollars ($1,000,000).

     7.10 Material Agreements; Labor Matters. Any agreement or instrument of any
Borrower  that  has or is  likely  to  have a  material  effect  on the  assets,
prospects,   business,   operations,   financial   condition,   liabilities   or
capitalization  of any  Borrower  as a  separate  company  or of  Borrower  on a
consolidated basis is referred to in this Section 7.10 as a "Material Contract."
No Borrower is in default  under any Material  Contract in any manner that could
materially and adversely  affect its assets,  prospects,  business,  operations,
financial  condition,  liabilities or capitalization of the Borrowers taken as a
whole or in any manner that could jeopardize the Borrowers' right to require the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions contained in any Material Contract.  There are no strikes or walkouts
relating to any labor contracts  (other than individual  employment  agreements)
with any Borrower  pending or  threatened,  and no labor  contracts  (other than
individual  employment  agreements)  are  scheduled to expire during the term of
this Agreement, and the Borrowers have no knowledge of, or reason to know of (in
each case after a reasonable investigation),  any efforts that are being made by
any employees to form a union or collectively bargain with any Borrower.

     7.11  Investment  Company  Act;  Public  Utility  Holding  Company  Act. No
Borrower is an "investment  company" or a company "controlled" by an "investment
company," within the meaning of the Investment  Company Act of 1940, as amended,
or a "holding  company," a  "subsidiary  company"  of a "holding  company" or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company,"  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     7.12 Taxes.  Each  Borrower  has, and the  Borrower  Agent  represents  and
warrants  that each  Euronet  Entity has,  filed all United  States  federal tax
returns and all other tax returns which,  to each Borrower's  actual  knowledge,
are  required  to be filed and paid all taxes due  pursuant  to said  returns or
pursuant to any  assessment  received by it,  including  without  limitation all
federal and state  withholding  taxes and all taxes required to be paid pursuant
to applicable  law,  except such taxes,  if any, as are being  contested in good
faith, by appropriate proceedings and as to which adequate charges, accruals and
reserves  have been set aside.  No tax Liens have been filed,  and no claims are
being asserted with respect to any such taxes,  except such tax Liens and

                                       20

<PAGE>

claims that will not have a material  adverse  effect in the  aggregate,  on the
assets,  business,  operations  or financial  condition of the  Borrowers,  on a
consolidated  basis or on the Euronet  entities  on a  consolidated  basis.  The
charges, accruals and reserves on the books of each Borrower, on a consolidating
and consolidated basis, and of the Euronet Entities, on a consolidated basis, in
respect of any taxes or other governmental charges are adequate.

     7.13 Accuracy of Information.  No information,  exhibit or report furnished
by any  Borrower  Party  to the  Agent  or any  Lender  in  connection  with the
negotiation of the Loan Documents contained any material misstatement of fact or
omitted to state a material  fact or any fact  necessary to make the  statements
contained therein not misleading.

     7.14 Employee Benefit Plans. No Borrower maintains, sponsors or contributes
to any Defined Benefit Pension Plan.

     7.15 No Undisclosed  Dividend  Restrictions.  Except for limitations on the
payment of dividends under applicable corporate statutes or other laws, rules or
regulations  of any  Governmental  Authority  with respect to companies or other
business  entities,  no Borrower Party is subject to any agreement,  covenant or
understanding  that limits or restricts its ability to declare or pay dividends,
except Borrower Agent,  which is restricted from declaring or paying  dividends,
other than in shares,  under its Bond  Indenture  dated as of June 22, 1998,  12
3/8% Senior Discount Notes due July, 2006 (the "Senior Notes").

     7.16  Absence of Default or Event of  Default.  No Default  and no Event of
Default has occurred and is continuing.

     7.17 Disclosure. The pro forma financial information contained in financial
statements  delivered  to the Agent and any Lender,  is, and will be, based upon
good faith  estimates  and  assumptions  believed by each  Borrower  Party to be
reasonable at the time made. There is no fact known to any Borrower Party (other
than matters of a general  economic  nature) that has had or could reasonably be
expected  to have a  material  adverse  effect  and that has not been  disclosed
herein or in such other documents,  certificates and statements furnished to the
Agent or the Lenders for use in connection with the transactions contemplated by
this Agreement.

     7.18  Solvency.  Based upon its  financial  and  accounting  records,  each
Borrower Party,  individually,  and the Borrowers on a consolidated  basis,  has
assets of a value that  exceeds the amount of its  liabilities  (excluding,  for
purposes of this representation,  all intercompany loans from liabilities). Each
Borrower  Party  reasonably  anticipates  that it  will  be  able to meet  their
respective  debts as they mature.  Each Borrower  Party has adequate  capital to
conduct the business in which it is engaged.

     7.19 Margin Regulations. Neither the making of the Loans hereunder, nor the
use of the proceeds thereof, will violate or be inconsistent with the provisions
of  Regulation  T, U or X. No part of the  proceeds  of any  Loan  will be used,
whether  directly  or  indirectly,  and  whether  immediately,  incidentally  or
ultimately,  to  purchase  or to  extend  credit to others  for the  purpose  of
purchasing or carrying Margin Stock (as defined in said Regulation U).

                                       21
<PAGE>

     7.20  Copyrights,  Patents and Other Rights.  Each Borrower Party possesses
all licenses, patents, patent rights and patent licenses, trademarks,  trademark
rights and licenses, trade names, copyrights and all other intellectual property
rights  which are  required or  desirable  to conduct its  business as presently
conducted;  to the best of its  knowledge,  such  rights do not  infringe  on or
conflict with the rights of any other Person;  and each Borrower  Party has, and
is current and in good  standing  with respect to, all  governmental  approvals,
permits  and  certificates  required  to conduct its  businesses  as  heretofore
conducted.

     7.21  Fiscal  Year.  Each  Euronet  Entity has a fiscal  year which ends on
December 31.

                                   ARTICLE 8
                             AFFIRMATIVE COVENANTS

     Unless  the Agent and the  Required  Lenders  shall  otherwise  consent  in
writing, each Borrower Party agrees that it will:

     8.1 Conduct of Business and Maintenance of Properties. Carry on and conduct
its  business in  substantially  the same manner and in  substantially  the same
fields of enterprise as it is presently conducted and do all things necessary to
remain  duly  incorporated,  validly  existing  and  in  good  standing  in  its
jurisdiction of organization and maintain all requisite authority to conduct its
business in each  jurisdiction  in which its  business is  conducted;  maintain,
preserve,  protect and keep its  properties  in good repair,  working  order and
condition;  and  comply  in  all  material  respects  with  all  agreements  and
instruments to which it is a party.

     8.2  Insurance.  Maintain with  financially  sound and reputable  insurance
companies,  insurance on all its property,  covering such  liabilities  and such
risks  (including  business  interruption  risks)  and  in  such  amounts  as is
consistent with sound business practice and reasonably satisfactory to the Agent
and  furnish to the Agent upon  request  full  information  as to the  insurance
carried.

     8.3  Compliance  with Laws and Taxes.  Comply with,  and the Borrower Agent
shall cause each  Euronet  Entity to comply  with,  any and all laws,  statutes,
rules, regulations, orders, judgments, decrees and awards, a violation of which,
in any  respect,  taken as a whole,  may  materially  and  adversely  affect the
Borrowers' business,  assets,  operations or condition,  financial or otherwise,
including,  without  limitation,  those  regarding the  collection,  payment and
deposit of employees' income, unemployment,  and Social Security taxes and those
regarding  environmental  matters;  pay  when  due all  taxes,  assessments  and
governmental  charges  and levies upon it or its  income,  profits or  property,
except those which are being contested in good faith by appropriate  proceedings
and with respect to which adequate  reserves have been set aside;  make a timely
payment or deposit of all FICA  payments and  withholding  taxes  required of it
under  applicable  law;  and,  upon  request,  furnish  to  the  Agent  evidence
satisfactory to the Agent that such payments have been made.

     8.4 Financial Statements,  Reports, etc. Maintain, and Borrower Agent shall
cause each Euronet Entity to maintain,  a system of accounting  established  and
administered  in  accordance  with GAAP (as  adopted in the United  States)  and
furnish to the Agent:

                                       22

<PAGE>

          (a) Annual and Consolidating Financial Statements. Within seventy-five
(75) days after the close of the fiscal year of the Borrower Agent,  (i) audited
financial statements of the Euronet Entities as a group,  prepared in accordance
with GAAP,  including a balance sheet and  statements of  stockholders'  equity,
income and cash flows,  prepared on a  consolidated  basis and setting  forth in
comparative form the corresponding figures for the preceding fiscal year, all in
reasonable  detail,   accompanied  by  an  unqualified  opinion  thereon  or  an
unqualified  opinion with explanatory  language added to the auditors'  standard
report of independent  certified public  accountants  satisfactory to the Agent,
which  opinion  shall state that the  financial  statements  fairly  present the
financial  condition  and  results of  operations  and cash flows of the Euronet
Entities as a group as of the end of and for such fiscal year in conformity with
GAAP,  and a  certificate  of such  accountants  stating  that,  in  making  the
examination necessary for their opinion,  they obtained no knowledge,  except as
specifically  stated,  of any Default or Event of Default  continuing  as of the
date of such certificate,  (ii) unaudited financial statements of the Borrowers,
prepared in accordance  with GAAP,  including a balance sheet and  statements of
stockholders' equity, income and cash flows, in the format contained in Schedule
7.5,  prepared on a combined  basis,  and (iii) unaudited  individual  financial
statements of the Borrower Agent,  prepared in accordance with GAAP, including a
balance sheet and statements of stockholders' equity, in the format contained in
Schedule 7.5.

          (b) Quarterly Reporting.  Within forty-five (45) days after the end of
each fiscal quarter,  (i) (a) consolidated  financial statements for the Euronet
Entities as a group, (b) combined financial statements for the Borrowers, in the
format contained in Schedule 7.5 and (c) an individual  financial  statement for
the Borrower  Agent,  in the format  contained in Schedule 7.5, in each case for
the  quarter  then  ended,   including  a  balance   sheet  and   statements  of
stockholders'  equity, income and cash flows for such quarter and for the period
from the  beginning of the  respective  fiscal year to the end of such  quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding  period  in the  preceding  fiscal  year,  accompanied  by  (ii) a
certificate of the chief  financial  officer or treasurer of the Borrower Agent,
as applicable,  stating that said financial statements set forth in subparagraph
(i) above,  fairly present the financial  condition and results of operations of
the applicable entity or entities in accordance with GAAP consistently  applied,
as of the end of and for such period (subject to normal year-end adjustments and
to the absence of footnote  disclosures) and that, to the best of such officer's
knowledge,  no Default or Event of Default has occurred under this Agreement or,
if any  Default  or Event of  Default  exists,  stating  the  nature  and status
thereof,  and (iii) the most  recent  10Q or 10K,  as  applicable,  filed by any
Borrower Party with the SEC.

          (c) [Intentionally Omitted.]

          (d)  Compliance  Certificate.  Together  with  each  set of  financial
statements  required  under  paragraphs  (a)  and  (b) of this  Section  8.4,  a
compliance  certificate  of the  Borrower  Agent  in  substantially  the form of
Exhibit  8.4 (a  "Compliance  Certificate"),  signed on its  behalf by the chief
financial  officer or treasurer of the Borrower Agent,  showing the calculations
necessary to determine  compliance  with all  financial  covenants  contained in
Article 9 of this Agreement and stating that (i) all of the  representations and
warranties  set forth in  Article 7 hereof  (including  those  referring  to the
Schedules to this Agreement) with respect to each Borrower Party,  shall be true
and correct as though made on and as of the date of the Compliance

                                       23


<PAGE>

Certificate,  except  for  matters  specifically  updated  or  described  in the
Compliance Certificate,  and (ii) that no Default or Event of Default exists or,
if any  Default  or Event of  Default  exists,  stating  the  nature  and status
thereof.

          (e) SEC and Other Filings.  Upon the request of the Agent,  and as set
forth in Section  8.4(b),  copies of all  registration  statements  and  annual,
periodic or other regular reports, final proxy statements and such other similar
information  as shall be filed by any  Borrower  Party with the  Securities  and
Exchange  Commission (the "SEC"),  any national  securities  exchange or (to the
extent not duplicative) any other similar U.S. or foreign Governmental Authority
and copies of all notices, financial statements, reports and proxy statements so
mailed.

          (f) Litigation.  Prompt notice of all legal,  arbitration or mediation
proceedings  and of all  proceedings  by or before  any  Governmental  Authority
affecting any Borrower Party which, if adversely determined, could reasonably be
expected  to result  in a  monetary  loss in an amount in excess of One  Million
Dollars   ($1,000,000)   individually  or  in  excess  of  One  Million  Dollars
($1,000,000)  in the aggregate for all such  proceedings  and of the issuance by
any  Governmental  Authority  of  any  injunction,   order  or  other  restraint
prohibiting,  or having the effect of prohibiting or delaying, any action on the
part  of  any  Borrower  Party,  which  injunction,  order  or  restraint  could
reasonably  be  expected  to  materially  and  adversely  affect  the  business,
properties or affairs of any Borrower Party (on a consolidated or unconsolidated
basis) or the institution of any proceedings seeking any such injunction,  order
or other restraint.

          (g)  Reportable  Events.  If at any time after the Closing  Date,  any
Borrower Party adopts,  sponsors or contributes to any Defined  Benefit  Pension
Plan,  as soon as  possible  and in any event  within  ten (10) days  after such
Borrower Party knows that any Reportable  Event has occurred with respect to any
such Defined Benefit Pension Plan, a statement,  signed by an authorized officer
of such Borrower Party,  describing  said Reportable  Event and the action which
such Borrower Party proposes to take with respect thereto.

          (h) Environmental Notices. As soon as possible and in any event within
ten (10) days  after  receipt,  a copy of (i) any  notice or claim to the effect
that any  Borrower  Party is or may be liable  to any  person as a result of the
release by such  Borrower  Party,  or any other Person of any toxic or hazardous
waste or substance into the  environment or that all or any of its properties is
subject to an  Environmental  Lien or (ii) any notice  alleging any violation of
any federal, state or local environmental, health or safety law or regulation by
any Borrower Party after the Closing Date.

          (i) Other Information. Such other information (including consolidating
financial reports and other financial information) as the Agent may from time to
time reasonably request.

     On request of the Agent, the Borrower Parties shall deliver a letter to the
Borrower  Parties'  accountants  (i)  authorizing  them to  provide to Agent the
financial statements set forth in Section 8.4(a)(i), (ii) directing them to send
to the Agent true, correct, and exact copies of any and all financial statements
and  reports  which are  prepared  as a result  of any audit or other  review of
operations,  finances or internal controls of the Borrower Parties (specifically
including

                                       24

<PAGE>

any  reports   dealing  with  improper   accounting   or  financial   practices,
defalcation,   financial   irregularities,   financial   reporting   errors   or
misstatements or fraud), and (iii) authorizing the Agent and each Lender to rely
on financial  statements  of the Borrower  Parties  issued by such  accountants,
which  letter  shall  be  acknowledged  and  consented  to in  writing  by  such
accountants.

     8.5  Other  Notices.  Give  prompt  notice in  writing  to the Agent of the
occurrence  of any  Default  or Event of Default  and of any other  development,
financial  or  otherwise,  which  might  materially  and  adversely  affect  its
business,  properties  or affairs of any Borrower or the ability of any Borrower
to repay the Obligations.

     8.6  Access  to  Properties  and  Inspections.  Permit  the  Agent  to make
reasonable inspections of the properties,  corporate books and financial records
of the Borrower  Parties,  to make reasonable  examinations  and copies of their
respective  books of account and other  financial  records and to discuss  their
respective affairs, finances and accounts with, and to be advised as to the same
by, their officers, auditors, accountants and attorneys at such reasonable times
and intervals as the Agent may designate. All of the Agent's reasonable expenses
incurred for domestic  travel in connection  with such audits and inspections of
the Borrower Parties shall be paid for by the Borrower Parties.

     8.7 Use of  Proceeds.  Use  the  proceeds  of the  Revolving  Loans  to pay
intercompany indebtedness existing on the date of this Agreement as permitted by
this Agreement,,  to provide working capital, to make Acquisitions and for other
corporate purposes.

     8.8 Payment of Claims. Promptly pay when due all lawful claims, whether for
labor, materials or otherwise.

     8.9  Maintain  Lender  Accounts.  Each  Borrower  Party shall  maintain its
principal  depository and operating accounts with Bank of America.  The Borrower
Agent shall cause each Euronet  Entity to maintain its principal  depository and
operating  accounts with Bank of America;  provided,  however,  a Euronet Entity
that is a Foreign  Subsidiary may, upon prior written notice to Bank of America,
maintain  accounts with other depository  institutions  necessary for the proper
maintenance of such Foreign Subsidiary's business.

     8.10 Post Availability Conditions.  All of the conditions listed below (the
"Post  Availability  Conditions")  shall be  satisfied  within 60 days after the
Closing Date (except as otherwise expressly provided):

          (a)  Guaranty  Agreements;  Pledge  Agreement.  The Agent  shall  have
received Guaranty  Agreements  executed by each Subsidiary of the Borrower Agent
that  is not a  Material  Subsidiary;  provided  that in the  event  any of such
Subsidiaries  are  prohibited  by the laws of any  Governmental  Authority  with
respect to such Subsidiary from entering into a Guaranty Agreement, or rendering
any such Guaranty  Agreement  unenforceable  as an invalid act beyond the proper
corporate  or business  purpose of such  Subsidiary  or, in the case of Transact
Elektronische  Zahlungssysteme  GmbH,  is otherwise  unable to obtain the proper
authorization  for such a Guaranty  Agreement,  then the  Borrower  Agent  shall
notify the Agent of any such restrictions  within 30 days after the Closing Date
and shall propose an alternative  to such

                                       25

<PAGE>

Subsidiary's  Guaranty  Agreement for Agent's  consideration  and  approval,  in
Agent's  sole and  absolute  discretion.  Alternatives  which the  Borrower  may
propose  include,  but are not  limited  to,  alternative  means by  which  such
Subsidiary shall become a primary or secondary  obligor under the Loan Documents
or by which such  Subsidiary  may be directly and  indirectly  isolated from the
proceeds and other benefits of the Loans and any assets of the Obligors  (except
as otherwise  provided in Section  10.9(g)).  In the event the Agent  receives a
notice from the Borrower Agent as described in the previous  sentence  within 30
days after the Closing  Date,  the Borrower  shall have 90 days from the Closing
Date to obtain Agent's agreement, in Agent's sole and absolute discretion, to an
alternative  to the  Subsidiary's  guaranty and deliver to the Agent any of such
other reasonable fees, agreements,  documents,  writings or instruments, in each
case in amount,  form and substance  satisfactory to the Agent,  documenting any
such agreed upon  alternative.  Concurrently  with the acquisition by the German
Borrower of 100% of the shares of Transact  Elektronische  Zahlungssysteme GmbH,
the German  Borrower shall execute and deliver to the Agent a Pledge  Agreement,
in form an substance satisfactory to the Agent.

          (b) Proper  Proceedings;  Charter  Documents.  Each Obligor party to a
Guaranty Agreement or Pledge Agreement  delivered pursuant to Section 8.10 shall
have taken all  corporate or company  proceedings  necessary  to authorize  such
Guaranty  Agreement  or  Pledge  Agreement.  Each of such  Obligors  shall  have
delivered to the Agent  certificates,  dated the date of the Guaranty Agreements
or Pledge  Agreement and signed by their  respective  Secretaries,  Directors or
other  responsible  officers,   satisfactory  to  the  Agent,   respecting  such
proceedings and the incumbency of the officers executing the Guaranty Agreements
or Pledge Agreement,  including resolutions of the shareholders of such Obligors
authorizing  the Loan  Documents to which they are a party and the  transactions
contemplated  thereby  and  certified  excerpts  from  the  commercial  register
reflecting the incumbency of the officer executing any of such Loan Documents on
behalf of such Persons  dated not earlier than three  Business Days prior to the
delivery of such Loan Documents, as applicable. Each of such Obligors shall have
delivered to the Agent copies of its articles of  organization or association or
other charter  documents,  including all  amendments  thereto,  certified by the
appropriate  officer,  and  copies  of  its  bylaws  or  similar  constitutional
documents,  including  all  amendments  thereto,  certified  by the  appropriate
officer.

          (c) Legal  Opinions.  The Agent  shall  have  received  opinions  from
counsel to each of such Obligors, dated as of such Guaranty Agreements,  in form
and substance satisfactory to the Agent and its counsel.

          (d) Searches.  The Agent shall have received  satisfactory  results to
all  final  company  and  winding  up  searches  in  relation  to each  Material
Subsidiary reasonably requested by the Agent.

          (e) Availability Conditions.  The conditions set forth in Section 6.11
hereof shall be satisfied and the conditions set forth in Section 6.11 of the US
Credit Agreement shall be satisfied.

                                       26

<PAGE>

                                   ARTICLE 9
                              FINANCIAL COVENANTS

     9.1 Euronet  Consolidated  Financial  Covenants.  The Euronet Entities on a
consolidated  basis shall,  so long as this Agreement  shall remain in effect or
any Obligations shall be unpaid:

          (a) Consolidated Funded Debt/EBITDA Ratio. Maintain as of the last day
of each fiscal quarter, a Consolidated  Funded Debt/EBITDA Ratio no greater than
2.00 to 1.00 for each quarter, determined in accordance with GAAP. "Consolidated
Funded  Debt/EBITDA  Ratio"  means  the ratio of (i) the  aggregate  outstanding
principal  amount of Funded Debt of the  Euronet  Entities as of the last day of
the  applicable  fiscal  quarter to (ii) EBITDA of the Euronet  Entities for the
four (4)  quarters  ending on such date  plus the pro forma  amount of  historic
EBITDA for the four (4)  quarters  ending on such date,  of any  Euronet  Entity
acquired  during such fiscal quarter or during any of the three (3) prior fiscal
quarters.  "Funded Debt" means, without  duplication,  all long term and current
Indebtedness  as described in subsections  (i), (iii) and (vi) of the definition
of  "Indebtedness"  set forth in  Exhibit 1 hereto  (including  Indebtedness  to
shareholders).

          (b)  Consolidated  Fixed Charge Coverage Ratio. (a) Maintain as of the
last day of each fiscal quarter,  a Consolidated  Fixed Charge Coverage Ratio of
at least 1.25 to 1.00,  determined on a  consolidated  basis in accordance  with
GAAP.  "Consolidated  Fixed Charge  Coverage Ratio" means, as of the last day of
any fiscal quarter,  for the Euronet Entities,  the ratio of (i) EBITDAR for the
four (4) fiscal quarters ending on such day less cash Capital  Expenditures made
during such four (4) fiscal quarters and tax expense (other than VAT taxes) paid
and  dividends  paid  during  such four (4) fiscal  quarters  to (ii) the sum of
interest expense, recurring, scheduled principal payments and rent payments paid
during such four (4) fiscal quarters, all as calculated in accordance with GAAP.

          (c) Minimum Consolidated EBITDA.  Maintain,  for the Euronet Entities,
(i) for the period  commencing  the Closing  Date and ending the last day of the
first  fiscal  quarter to end after the Closing Date a minimum  trailing  twelve
month Consolidated EBITDA equal to at least $32,535,000 and (ii) for each fiscal
quarter  thereafter a minimum  trailing twelve month EBITDA equal to the greater
of (x) the minimum  trailing  twelve month  EBITDA  required  hereunder  for the
previous  fiscal  quarter or (y) 85% of the trailing  twelve month  Consolidated
EBITDA as of the last day of the previous fiscal quarter.  "Consolidated EBITDA"
means  EBITDA of the Euronet  Entities  for each such  period,  determined  on a
consolidated basis in accordance with GAAP.

     9.2 Borrower Fixed Charge Coverage Ratio. Each Borrower,  on a consolidated
basis with its  respective  Subsidiaries,  shall  maintain as of the last day of
each fiscal quarter,  a Subsidiary  Fixed Charge Coverage Ratio of at least 1.25
to 1.00, determined on a consolidated basis in accordance with GAAP. "Subsidiary
Fixed Charge  Coverage  Ratio" means,  as of the last day of any fiscal quarter,
for each  Borrower,  the ratio of (i) EBITDA  for the four (4)  fiscal  quarters
ending on such day less cash  Capital  Expenditures  made  during  such four (4)
fiscal quarters and tax expense (other than VAT taxes) paid during such four (4)
fiscal  quarters  to (ii)  the sum of  interest  expense,  recurring,  scheduled
principal  payments on  Indebtedness  (other than

                                       27

<PAGE>

Indebtedness  hereunder)  and  scheduled  rent payments paid pursuant to Capital
Leases  during such four (4) fiscal  quarters,  plus (A) 50% of the UK Revolving
Credit  Commitments,  with respect to the UK Borrowers  Subsidiary  Fixed Charge
Coverage  Ratio, or (B) 50% of the German  Revolving  Credit  Commitments,  with
respect to the German Borrower's  Subsidiary Fixed Charge Coverage Ratio, all as
calculated in accordance with GAAP.

                                   ARTICLE 10
                               NEGATIVE COVENANTS

     So long as this Agreement  shall remain in effect or any of the Obligations
shall be  unpaid,  unless the Agent and the  Required  Lenders  shall  otherwise
consent in writing,  each  Borrower  (unless  otherwise  specifically  set forth
herein) agrees that it will:

     10.1  Indebtedness.  Not incur,  create or suffer to exist any Indebtedness
(other than to the Lenders  hereunder),  except:  (a) trade payables incurred in
the ordinary course of business;  (b) Indebtedness  existing on the date of this
Agreement and disclosed in Schedule 10.1 hereto;  (c) intercompany  Indebtedness
to any direct or indirect Subsidiary of the Borrower Agent that is a Borrower or
Obligor  pursuant to this  Agreement  (provided that the conditions set forth in
Section  6.11 and  Section  8.10 have been  satisfied  with  respect to any such
Obligor),  or a  "Borrower"  or  "Obligor"  as such terms are  defined in the US
Credit Agreement  (provided that the conditions set forth in Section 6.11 of the
US Credit Agreement have been satisfied with respect to any such "Obligor"); (d)
Indebtedness  under any Interest  Rate  Contract to the extent  relating to, (i)
outstanding  Indebtedness of the Euronet Entities  otherwise  allowed under this
Agreement,  or (ii) Indebtedness for which a lender has provided a commitment in
an amount  reasonably  anticipated to be incurred by the Euronet Entities in the
following  twelve (12) months after such Interest Rate Contract has been entered
into,  and such  Indebtedness  is otherwise  allowed under this  Agreement;  (e)
Indebtedness  under  other  Hedging  Agreements  to the  extent  related  to (i)
Indebtedness of the Borrower  otherwise  allowed under this  Agreement,  or (ii)
obligations to purchase assets,  properties or services  otherwise allowed under
this   Agreement;   provided  such  Hedging   Agreements  do  not  increase  the
Indebtedness  outstanding  of the  Euronet  Entities  other  than as a result of
fluctuations in foreign currency exchange rates or by reason of reasonable fees,
indemnities and compensation payable thereunder;  (f) Indebtedness in respect of
performance  bonds incurred in the ordinary course of each Borrower's  business;
(g) Indebtedness consisting of guarantees, indemnities or obligations in respect
of purchase price  adjustments in connection with the acquisition or disposition
of  Assets  or  shares  of  capital  stock,  so  long as  such  acquisitions  or
dispositions  are otherwise  permitted  under this Agreement;  (h)  Indebtedness
consisting  of a Borrower's  guaranty of its  Subsidiary's  Indebtedness  to the
extent that the  Subsidiary's  Indebtedness  is  reflected  in the  consolidated
balance sheet of the Euronet  Entities;  (i) Indebtedness  consisting of limited
financial  guaranties  or  contractual  performance  guaranties  executed  by  a
Borrower  to  secure  the  performance  obligation  of any  of its  Subsidiaries
incurred in such Borrower's  ordinary  course of business,  consistent with past
practice;  (j) Indebtedness to the extent it represents a replacement,  renewal,
refinancing or extension of outstanding  Indebtedness  provided for herein;  (k)
Indebtedness  incurred with respect to Acquisitions provided that a Borrower has
complied  with  the  provisions  of  Section  10.4(e);  (l)  Indebtedness  under
capitalized  leases  incurred in the  ordinary  course of  business;  and (m) in
addition  to the  Indebtedness  described  in Section  10.1(a)  through  Section
10.1(l), Indebtedness on a

                                       28

<PAGE>

consolidated basis for the Borrowers, not exceeding, at any time outstanding, an
aggregate principal amount of Three Million Dollars ($3,000,000).

     10.2 Liens. Not create,  incur, or suffer to exist any other Lien in, of or
on any of their  respective  properties (now owned or hereafter  acquired) or on
any  income or  revenues  or  rights in  respect  of any  thereof,  nor will the
Borrower Parties permit any other Euronet Entity to create,  incur, or suffer to
exist any other Lien in, of or on any of their respective  properties (now owned
or hereafter  acquired) or on any income or revenues or rights in respect of any
thereof, except:

          (a) Liens in favor of the Agent and the  Lenders  created  by the Loan
Documents  and Liens in favor of the  "Agent" and the  "Lenders"  created by the
"Loan Documents" as such terms are defined in the US Credit Agreement;

          (b) Liens for taxes, assessments or governmental charges or levies, if
the same shall not at the time be delinquent  or thereafter  can be paid without
penalty, or are being contested in good faith and by appropriate proceedings;

          (c)  Liens  imposed  by law,  such as  carriers',  warehousemen's  and
mechanics'  Liens and other  similar  Liens  arising in the  ordinary  course of
business,  that secure payment of obligations not more than sixty (60) days past
due except for such Liens as are being  contested  in good faith by  appropriate
proceedings;

          (d) Liens  arising out of pledges or deposits  under laws  relating to
worker's compensation, unemployment insurance, old age pensions, or other social
security or retirement benefits, or under similar laws;

          (e) Liens  existing on the date of this  Agreement  and  disclosed  in
Schedule 10.2 hereto;

          (f) Liens securing  equipment  under  equipment  leases arising in the
ordinary course of business,  but only to the extent that such Liens secure only
the equipment being leased;

          (g) Liens securing  Indebtedness  incurred by any Euronet Entity which
becomes a Euronet Entity as a result of an Acquisition;

          (h) Easements,  rights-of-way,  restrictions and other similar charges
or  encumbrances  incurred in the ordinary course of business not interfering in
any material respect with Borrower's business or operations;

          (i)  Options  to  purchase   stock  of  Borrower   under   stock-based
compensation  plans or  arrangements  in  favor of  employees  of  Borrower  and
non-employee directors of Borrower;

          (j) Liens  arising by reason of any  judgment,  decree or order of any
court not constituting an Event of Default, so long as such Liens are adequately
bonded and any appropriate  legal  proceedings that may have been duly initiated
for the review of such  judgment,  decree or order  shall not have been  finally
terminated or the period within which such  proceedings  may be initiated  shall
not have expired;

                                       29

<PAGE>

          (k) Liens  incurred  or  deposits  made to secure the  performance  of
tenders,  bids,  leases,   statutory  obligations,   surety  and  appeal  bonds,
government  contracts,  performance bonds and other obligations of a like nature
incurred in the  ordinary  course of  business  (other  than  contracts  for the
payment of money);

          (l) Liens securing Interest Rate Contracts or other Hedging Agreements
permitted under Section 10.1;

          (m) Liens arising from purchase  money  indebtedness,  so long as such
Liens extend only to the assets constructed,  expanded,  installed,  acquired or
improved  with  such  purchase  money   indebtedness   and  do  not  secure  any
Indebtedness in an amount in excess of such purchase money indebtedness;

          (n)  Property   ownership   transfers   made  for  security   purposes
(Sicherungseigentum),  retention of title arrangements  (Eigentumsvorbehalt) and
assignments  of  claims,  rights  and  receivables  made for  security  purposes
(Sicherungsabtretungen), in each case made in the ordinary course of business;

          (o) Any extension,  renewal,  or replacement,  in whole or in part, of
any Lien described in the foregoing  clauses (a) through (n);  provided that any
such  extension,  renewal or  replacement  shall be no more  restrictive  in any
material respect than the Lien so extended, renewed or replaced;

          (p)  Cash  deposited  with  banks  that  participate  in  any  Euronet
Entities'  ATM  network  in the  ordinary  course of  business  to  secure  cash
contributed  by such banks for use in the ATM  network and cash  deposited  with
vendors or suppliers  of PINs or mobile phone time to any Euronet  Entity in the
ordinary  course of  business  to secure  accounts  payable  to such  vendors or
suppliers;

          (q) Rights or Liens granted to vendors or suppliers of PINs or on-line
mobile or long distance phone time  (including,  without  limitation,  telephone
operators) in PIN inventory, PIN accounts receivable or restricted cash accounts
associated  with the purchase or sale of such PINs or phone time  including  the
rights and Liens of mobile  operators in the Mobile  Network Trust  Arrangement;
and

          (r)  Pledges of the stock,  shares or other  equity  interests  in any
entity  acquired  in an  Acquisition  permitted  by  Section  10.4(e)  to secure
Indebtedness permitted by Section 10.1(k).

     Provided,  however,  the Liens set forth in  subsections  (j)  through  (m)
above, and any extensions,  renewals,  or replacements of such Liens,  shall not
encumber  assets of the  Euronet  Entities at any time with a value in excess of
One Million Dollars ($1,000,000) in the aggregate.

     10.3 Sale and  Lease-Back  Transactions.  Not enter  into any  arrangement,
directly or  indirectly,  with any person  whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for  substantially  the same  purpose or purposes as the
property  being sold or  transferred,  provided that Borrower may enter into any
sale  and

                                       30

<PAGE>

lease-back  transaction  if (a) at the time of such  transaction  no  Default or
Event of Default  shall have occurred and be  continuing,  (b) the proceeds from
the sale of the  subject  property  shall be at least  equal to its fair  market
value,  and (c) the subject  property  shall have been acquired by such Borrower
after  the date of this  Agreement  and held by it for not more than one year or
for such longer time as may be agreed to by the Agent.  The  provisions  of this
Section  10.3  shall not apply to a sale and lease back of ATM  machines  or POS
terminals in the  ordinary  course of business  when such sale and  leaseback is
entered into in connection with an agreement between any Borrower and a customer
for the provision of services,  such as the outsourced  operation of the ATMs or
POS terminals or the licensing and  maintenance of software for the operation of
such ATMs or POS terminals.

     10.4  Mergers,  Transfers  of  Assets,  Acquisitions.  Not  merge  into  or
consolidate  with any other Person,  or permit any other Person to merge into or
consolidate  with it;  sell,  transfer,  lease or  otherwise  dispose of (in one
transaction or in a series of  transactions)  any Assets or any capital stock of
any  Borrower;  or be a  party  to any  Acquisition  of  another  Person  or any
acquisition of all or substantially all of another Person's assets, other than:

          (a) sales of inventory in the ordinary course of business;

          (b)  the  lease  of  terminal  equipment  in the  ordinary  course  of
business;

          (c) the disposition of obsolete or worn-out fixed assets or other
property no longer  required by or useful to it in connection with the operation
of its business;

          (d) sales, assignments,  transfers or other dispositions of Assets for
cash  consideration,  but  only so long as (i)  the  consideration  received  by
Borrower is not less than fair  market  value of the Assets  sold;  and (ii) the
cash consideration thereof is used within twelve (12) months to, (A) permanently
repay or prepay any then outstanding Obligations, or (B) invest in properties or
assets useful in an ATM network business or transaction  processing business and
which will benefit Borrower;

          (e) any  Acquisition  by a Borrower,  so long as Borrower  Agent gives
Agent thirty (30) days prior written notice of such Acquisition or completion of
an Acquisition under an Agreement executed prior to the Closing Date, so long as
the  Borrower  Agent has  notified  the Agent of such  Acquisition  prior to the
Closing  Date,  in each  case  Borrower  Agent  shall  provide  to the Agent the
following information:  pro forma financial statements and projections and a pro
forma Compliance  Certificate,  demonstrating that the Borrower Parties will be,
after giving effect to the Acquisition, in compliance with each of the financial
covenants  set forth in Article 9 of this  Agreement.  For  purposes of such pro
forma financial  statements and pro forma Compliance  Certificate,  to calculate
the Borrower  Parties'  compliance  with the  financial  covenants  set forth in
Article 9 hereof,  after an  acquisition  of one hundred  percent  (100%) of the
stock or assets of a company (an "Acquired Company"),  the EBITDA and EBITDAR of
the Acquired Company, based upon pro forma numbers acceptable to the Agent, from
its last four  rolling  quarters may be included to the extent that such numbers
reflect cash flow from assets fully  transferred to such Borrower as a result of
the acquisition of the Acquired  Company,  with adjustments for any transactions
not in the ordinary course of business.  If such Borrower acquires less than one
hundred percent (100%) of the stock or assets of an Acquired Company,

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the Agent shall make a good faith determination of what portion, if any, of such
Acquired  Company's  EBITDA and  EBITDAR to  include in the  proforma  financial
statements.  Any  Acquired  Company  shall  satisfy the  condition  set forth in
Section 8.10, as soon as  practicable  but in no event greater than 30 days from
the  acquisition  of such  Acquired  Company,  and with  respect to any Acquired
Company that is organized under the laws of the United States or the laws of any
State therein, the Agent may, in its sole discretion, require 100% of the equity
of any such  Acquired  Company  to be  pledged  hereunder  pursuant  to a Pledge
Agreement in form and substance satisfactory to the Agent;

          (f) upon  thirty  (30) days  written  notice to Agent,  any  merger or
consolidation  of  any  Borrower  with  any  other  Borrower  or any  merger  or
consolidation of any other Obligor with any Borrower or other Obligor so long as
in the event any such merger or  consolidation  involves  (i) a  Borrower,  such
Borrower shall be the surviving  entity, or concurrently with any such merger or
consolidation  the surviving entity shall become a Borrower or Guarantor or (ii)
an Material Subsidiary,  such Material Subsidiary shall be the surviving entity,
or concurrently with any such merger or consolidation the surviving entity shall
become a Borrower or  Guarantor,  and if such Borrower or Obligor is required to
pledge its shares in accordance with this Agreement the shares of such surviving
entity shall be pledged to the Agent for the benefit of the Lenders,  and in any
event all other  conditions  set forth in Section 8.10 shall be  satisfied  with
respect  to such  surviving  entity in form and  substance  satisfactory  to the
Agent; or

          (g) issuances of capital stock or treasury  stock made in the ordinary
course of  Borrower's  business so long as such  issuance or issuances  does not
result in an Event of Default under Section 11.1(j).

     10.5 Creation of Subsidiaries.  Except upon fifteen (15) days prior written
notice to Agent, not create any Foreign Subsidiaries or U.S. Subsidiaries.  Upon
the creation of any Subsidiary, such Subsidiary shall satisfy the conditions set
forth in Section  8.10, as soon as  practicable  but in no event greater than 30
days  from  the  creation  of such  Subsidiary,  and  with  respect  to any U.S.
Subsidiary,  the Agent  may,  in its sole  discretion,  require  the 100% of the
equity of any such U.S.  Subsidiary  be pledged  hereunder  pursuant to a Pledge
Agreement in form and substance satisfactory to the Agent.

     10.6  Subsidiary  Dividend  Restrictions.  Not permit any Subsidiary of any
Borrower  to be bound  by or enter  into  any  agreement,  amendment,  covenant,
understanding  or revision to any  agreement  which  prohibits or restricts  the
ability of any such  subsidiary  to declare and pay  dividends or make any other
distribution to any Borrower.

     10.7 [Intentionally Omitted.]

     10.8 Use of Proceeds.  Not use any of the proceeds of the Loans (a) for any
purpose  that  entails  a  violation  of,  or that  is  inconsistent  with,  the
provisions of the  regulations of the Board of Governors of the Federal  Reserve
System,  including without limitation  Regulations T, U and X or (b) to make any
Acquisition for which the board of directors of the target company has not given
its consent or approval.

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     10.9  Loans,  Advances  and  Investments.  Not make any loans,  advances or
extensions  of  credit  to, or  investments  (whether  acquisitions  of stock or
securities or otherwise)  in, or acquire any Assets of, any Persons,  including,
without  limitation,  any  Affiliates  of any  Borrower or any of its  partners,
shareholders, officers or employees (collectively, "Investments"), other than:

          (a) Assets  acquired or expenses  advanced in the  ordinary  course of
business, including extensions of credit to Borrower's customers in the ordinary
course of Borrower's business consistent with past practice;

          (b) Investments in short-term  obligations  issued or fully guaranteed
by the U.S. Government and funds comprised of such obligations;

          (c)  certificates  of deposit and other time  deposits  with,  and any
other Investment purchased through Bank of America;

          (d) commercial paper rated A-1 by Standard & Poor's Corporation or P-1
by Moody's Investors Service, Inc.;

          (e) existing Investments listed on Schedule 10.9 hereto;

          (f) Investments made to acquire  Acquisitions  permitted under Section
10.4 above;

          (g)  Investments  of  Borrower  Agent  in or to any one or  more  U.S.
Subsidiaries  (provided  Borrower  Agent may not make an  Investment in any U.S.
Subsidiary  which is not a Borrower  under the US Credit  Agreement)  or Foreign
Subsidiaries  of  Borrower  Agent  (provided  that the  conditions  set forth in
Sections  6.11 with  respect to a  Material  Subsidiary,  or  Section  8.10 with
respect to any other Subsidiary, have been satisfied,  provided that on or after
the  Availability  Date, to the extent any Foreign  Subsidiaries  fail to become
Guarantors  as  provided  in Section  8.10,  Investments  in or to such  Foreign
Subsidiaries may be permitted up to Five Hundred Thousand Dollars  ($500,000) in
the aggregate for all such Foreign Subsidiaries;

          (h) Investments permitted under Section 10.1 of this Agreement; and

          (i) Investments in minority interests in other Persons and Investments
for the  purchase of  tradenames,  software or patents not to exceed Ten Million
Dollars ($10,000,000) in the aggregate,  unless otherwise approved in writing by
Lender.

     In no event may any Borrower make any  Investment in any Subsidiary of such
Borrower  (unless the  conditions  set forth in Sections  6.11 with respect to a
Material Subsidiary, or Section 8.10 with respect to any other Subsidiary,  have
been satisfied).

     10.10  Negative  Pledge.  Not  permit,  to  exist  any  Lien  on any of its
property,  except as permitted  under Section 10.2 above.  On the request of the
Agent,  the Borrowers will execute  acknowledgments  or other forms of notice of
such  negative  pledge,  and  the  Agent  may  record  or file  the  same in the
appropriate filing offices.

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<PAGE>

     10.11  Liquidation  or Change  in  Business.  Not  liquidate,  dissolve  or
discontinue any Borrower or any material  business line,  materially  change its
general business purpose or the character of its business, engage in any type of
business  not  reasonably  related to its  business as  conducted on the Closing
Date.

                                   ARTICLE 11
                               EVENTS OF DEFAULT

     11.1 Events of Default.  Each of the following  events shall  constitute an
Event of Default under this Agreement:

          (a)  Misrepresentation.  Any representation or warranty made or deemed
made by or on behalf of any Borrower Party to the Agent and the Lenders under or
in connection with this  Agreement,  any Loan, or any certificate or information
delivered in connection  with this Agreement or any other Loan Document shall be
materially false on the date as of which made;

          (b)  Nonpayment.  Any Borrower  shall fail to pay any principal of the
Note, any interest upon the Note or any Fee or other Obligations within five (5)
Business Days after the same becomes due;

          (c)  Non-Performance  of Other  Covenants.  Any Borrower shall fail to
perform  or comply  with any of the  terms or  provisions  of  Article 8 of this
Agreement and such failure is not cured within fifteen (15) days or any Borrower
shall fail to perform  or comply  with or  violates  any  covenant  set forth in
Article 9,  Article 10,  Section 8.10 or any other  covenant,  term or provision
hereof;

          (d) Other Indebtedness.  The failure of any Euronet Entity to make any
payment of  principal or interest  within five (5) Business  Days after the same
becomes due on any  Indebtedness to the Agent,  any Lender or any of the Agent's
or Lenders' affiliates or subsidiaries (other than Indebtedness  relating to the
Loans) or with respect to any Indebtedness to any other Person or Persons or any
default occurs under any agreement which  evidences,  secures or relates to, any
such Indebtedness;

          (e)  Insolvency.  Any  Borrower  shall  (i) have an order  for  relief
entered with respect to it under the federal  Bankruptcy Code or under any other
laws relating to bankruptcy, insolvency, dissolution, winding up, liquidation or
reorganization  or relief of  debtors,  (ii) not pay,  or admit in  writing  its
inability  to pay,  its  debts  generally  as they  become  due,  (iii)  make an
assignment for the benefit of creditors,  (iv) apply for,  seek,  consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee,  administrator,
examiner,  liquidator or similar  official for it or any substantial part of its
property,  (v)  institute any  proceeding  seeking an order for relief under the
federal  Bankruptcy  Code or  under  any  other  laws  relating  to  bankruptcy,
insolvency,  dissolution, winding up, liquidation or reorganization or relief of
debtors,  (vi) take any  corporate  action  to  authorize  or effect  any of the
foregoing  actions set forth in this  paragraph (e), or (vii) fail to contest in
good faith any  appointment  or  proceeding  described in paragraph  (f) of this
Section 11.1,  or any of the  foregoing  shall occur with respect to any Euronet
Entity (other

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<PAGE>

than any Borrower) which would have a material adverse effect on the business or
financial  condition of the Borrower taken as a whole or on the Euronet Entities
taken as a whole;

          (f)  Appointment  of Receiver.  Without the  application,  approval or
consent of any Euronet Entity,  a receiver,  trustee,  administrator,  examiner,
liquidator or similar  official shall be appointed for any Euronet Entity or any
substantial  part of its  property,  or a proceeding  described in clause (v) of
paragraph  (e) of this  Section  11.1 shall be  instituted  against  any Euronet
Entity;

          (g) Judgment.  Any Borrower shall fail within  forty-five (45) days to
pay, bond or otherwise  discharge any judgment or order for the payment of money
in excess of Seven Hundred Fifty  Thousand  Dollars  ($750,000) in the aggregate
for the Borrowers that is not stayed on appeal or otherwise being  appropriately
contested in good faith;

          (h) ERISA.  Any  Reportable  Event shall occur in connection  with any
Defined  Benefit Pension Plan adopted or sponsored by any Borrower or to which a
Borrower makes  contributions,  which  occurrence may have a materially  adverse
effect on such entity's business or financial condition;

          (i)  Material  Adverse  Change.  Upon the  occurrence  of any event or
condition which the Agent, in its reasonable  sole  discretion,  determines is a
material adverse change in the business or financial  condition of the Borrowers
on  an  unconsolidated  or on a  consolidated  basis  or  which  materially  and
adversely affects the Borrowers' ability to perform its obligations to the Agent
and the Lenders; or

          (j) Change of Control. Except as permitted by Section 10.4, any change
of Control of any  Borrower or any  acquisition  by a  third-party  of more than
fifty percent (50%) of the ownership or voting capital of the Borrower Agent.

          (k) US Credit  Agreement.  Any "Event of Default"  shall have occurred
pursuant to the US Credit Agreement.

          11.2 Rights and Remedies.  Upon the occurrence of each and every Event
of Default  (other than an event  described in  paragraph  (e) or (f) of Section
11.1 above),  and at any time  thereafter  during the continuance of such event,
the Agent may (and shall at the instruction of the Required Lenders),  by notice
to the Borrower Agent, take either or both of the following actions, at the same
or different times: (i) terminate  forthwith the Commitment and (ii) declare the
Loans then  outstanding  to be  forthwith  due and  payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable, together
with all  accrued  interest  thereon  and all  other  Obligations  shall  become
forthwith due and payable,  without  presentment,  demand,  protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrowers or
the Borrower Agent on their behalf,  anything  contained  herein or in any other
Loan  Document  to the  contrary  notwithstanding;  and in the case of any event
described in paragraph (e) or (f) of Section 11.1 above,  the Commitments  shall
automatically  terminate  and  the  principal  of the  Loans  then  outstanding,
together  with all  accrued  interest  thereon and all other  Obligations  shall
automatically become due and payable,  without presentment,  demand,  protest or
any other notice of any kind,  all of which are hereby  expressly  waived by the
Borrowers or the Borrower Agent

                                       35

<PAGE>

on their behalf,  anything contained herein or in any other Loan Document to the
contrary notwithstanding.

     Upon the occurrence and during the continuance of any Event of Default, the
Agent may also exercise any or all of its rights and remedies,  whether existing
under this Agreement, other Loan Documents, applicable law or otherwise.

                                   ARTICLE 12
                                     AGENT

     12.1  Appointment  and Authority.  Each of the Lenders  hereby  irrevocably
appoints  Bank of America to act on its behalf as the Agent  hereunder and under
the other Loan  Documents and  authorizes  the Agent to take such actions on its
behalf and to exercise  such powers as are  delegated  to the Agent by the terms
hereof or  thereof,  together  with such  actions  and powers as are  reasonably
incidental thereto. The provisions of this Article are solely for the benefit of
the Agent and the Lenders, and neither the Borrowers nor any other Obligor shall
have rights as a third party beneficiary of any of such provisions.

     12.2 Rights as a Lender.  The Person serving as the Agent  hereunder  shall
have the same rights and powers in its  capacity as a Lender as any other Lender
and may exercise the same as though it were not the Agent and the term  "Lender"
or "Lenders" shall,  unless otherwise  expressly indicated or unless the context
otherwise  requires,  include the Person  serving as the Agent  hereunder in its
individual  capacity.  Such Person and its Affiliates may accept  deposits from,
lend money to, act as the financial  advisor or in any other  advisory  capacity
for and  generally  engage in any kind of  business  with the  Borrowers  or any
Subsidiary  or other  Affiliate  thereof  as if such  Person  were not the Agent
hereunder and without any duty to account therefor to the Lenders

     12.3  Exculpatory  Provisions.  The  Agent  shall  not have any  duties  or
obligations  except  those  expressly  set forth  herein  and in the other  Loan
Documents. Without limiting the generality of the foregoing, the Agent:

          (a) shall not be subject to any  fiduciary  or other  implied  duties,
regardless of whether a Default has occurred and is continuing;

          (b)  shall  not  have any duty to take  any  discretionary  action  or
exercise  any  discretionary  powers,  except  discretionary  rights  and powers
expressly  contemplated  hereby or by the other Loan Documents that the Agent is
required to exercise  as  directed in writing by the  Required  Lenders (or such
other number or  percentage  of the Lenders as shall be  expressly  provided for
herein or in the other Loan  Documents),  provided  that the Agent  shall not be
required to take any action that,  in its opinion or the opinion of its counsel,
may expose the Agent to  liability  or that is contrary to any Loan  Document or
applicable law; and

          (c) shall not,  except as expressly  set forth herein and in the other
Loan  Documents,  have any duty to  disclose,  and shall  not be liable  for the
failure to disclose,  any  information  relating to the  Borrowers or any of its
Affiliates  that is  communicated  to or obtained  by the Person  serving as the
Agent or any of its Affiliates in any capacity.

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<PAGE>

     The Agent  shall not be liable for any action  taken or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number
or  percentage  of the  Lenders  as shall be  necessary,  or as the Agent  shall
believe in good faith shall be necessary, under the circumstances as provided in
Sections  13.9 and 11.2) or (ii) in the absence of its own gross  negligence  or
willful  misconduct.  The Agent  shall be deemed  not to have  knowledge  of any
Default unless and until notice describing such Default is given to the Agent by
a Borrower, the Borrower Agent or a Lender.

     The Agent shall not be  responsible  for or have any duty to  ascertain  or
inquire  into  (i)  any  statement,  warranty  or  representation  made in or in
connection with this Agreement or any other Loan Document,  (ii) the contents of
any certificate,  report or other document delivered  hereunder or thereunder or
in connection herewith or therewith,  (iii) the performance or observance of any
of the  covenants,  agreements or other terms or conditions  set forth herein or
therein or the  occurrence of any Default,  (iv) the  validity,  enforceability,
effectiveness  or genuineness of this Agreement,  any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article 6 or  elsewhere  herein,  other than to confirm  receipt of
items expressly required to be delivered to the Agent.

     12.4 Reliance by Agent. The Agent shall be entitled to rely upon, and shall
not incur any  liability  for relying upon,  any notice,  request,  certificate,
consent,  statement,  instrument,  document  or  other  writing  (including  any
electronic message,  Internet or intranet website posting or other distribution)
believed  by it to be  genuine  and to  have  been  signed,  sent  or  otherwise
authenticated  by the proper Person.  The Agent also may rely upon any statement
made to it orally or by  telephone  and  believed by it to have been made by the
proper  Person,  and shall  not incur any  liability  for  relying  thereon.  In
determining  compliance  with any  condition  hereunder to the making of a Loan,
that by its terms must be fulfilled to the  satisfaction of a Lender,  the Agent
may presume that such condition is  satisfactory to such Lender unless the Agent
shall have received  notice to the contrary from such Lender prior to the making
of such Loan.  The Agent may consult with legal  counsel (who may be counsel for
the Borrowers),  independent  accountants and other experts  selected by it, and
shall not be liable for any action taken or not taken by it in  accordance  with
the advice of any such counsel, accountants or experts.

     12.5 Delegation of Duties.  The Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document by
or through any one or more sub-agents  appointed by the Agent. The Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and
powers  by  or  through  their  respective  Related  Parties.   The  exculpatory
provisions of this Article shall apply to any such  sub-agent and to the Related
Parties of the Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities  provided
for herein as well as activities as Agent.

     12.6  Resignation  of Agent.  The Agent may at any time give  notice of its
resignation  to the Lenders and the  Borrower  Agent.  Upon  receipt of any such
notice  of  resignation,   the  Required   Lenders  shall  have  the  right,  in
consultation  with the Borrower Agent, to appoint a successor,  which shall be a
bank with an office in the United States,  or an Affiliate of any such bank with
an  office  in the  United  States.  If no such  successor  shall  have  been so
appointed  by the  Required  Lenders and shall have  accepted  such  appointment
within 30 days after the retiring

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<PAGE>

Agent gives notice of its resignation,  then the retiring Agent may on behalf of
the Lenders,  appoint a successor  Agent  meeting the  qualifications  set forth
above;  provided  that if the Agent  shall  notify  the  Borrower  Agent and the
Lenders that no  qualifying  Person has  accepted  such  appointment,  then such
resignation  shall  nonetheless  become effective in accordance with such notice
and (1) the retiring Agent shall be discharged  from its duties and  obligations
hereunder  and under the other Loan  Documents  (except  that in the case of any
collateral  security held by the Agent on behalf of the Lenders under any of the
Loan  Documents,  the  retiring  Agent shall  continue  to hold such  collateral
security  until  such  time  as a  successor  Agent  is  appointed)  and (2) all
payments,  communications  and  determinations  provided  to be made  by,  to or
through the Agent shall  instead be made by or to each  Lender  directly,  until
such time as the  Required  Lenders  appoint a successor  Agent as provided  for
above in this Section. Upon the acceptance of a successor's appointment as Agent
hereunder,  such  successor  shall  succeed to and become vested with all of the
rights,  powers,  privileges and duties of the retiring (or retired) Agent,  and
the retiring  Agent shall be discharged  from all of its duties and  obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as  provided  above in this  Section).  The fees  payable  by the  Borrowers  or
Borrower  Agent to a successor  Agent shall be the same as those  payable to its
predecessor  unless  otherwise  agreed between the Borrowers and such successor.
After the  retiring  Agent's  resignation  hereunder  and  under the other  Loan
Documents,  the  provisions  of this Article and Section 13.6 shall  continue in
effect  for the  benefit  of such  retiring  Agent,  its  sub-agents  and  their
respective  Related  Parties in respect  of any  actions  taken or omitted to be
taken by any of them while the retiring Agent was acting as Agent.

     12.7 Non-Reliance on Agent and Other Lenders. Each Lender acknowledges that
it has, independently and without reliance upon the Agent or any other Lender or
any of their Related  Parties and based on such documents and  information as it
has deemed appropriate,  made its own credit analysis and decision to enter into
this Agreement.  Each Lender also acknowledges  that it will,  independently and
without  reliance  upon the  Agent or any other  Lender or any of their  Related
Parties and based on such  documents  and  information  as it shall from time to
time  deem  appropriate,  continue  to make its own  decisions  in taking or not
taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.

     12.8  Agent  May File  Proofs  of  Claim.  In case of the  pendency  of any
receivership, insolvency, liquidation, bankruptcy, reorganization,  arrangement,
adjustment, composition or other judicial proceeding relative to any Borrower or
other  Obligor,  the Agent  (irrespective  of whether the  principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise
and  irrespective  of  whether  the  Agent  shall  have  made any  demand on the
Borrowers)  shall be entitled and empowered,  by intervention in such proceeding
or otherwise

          (a) to file and prove a claim for the  whole  amount of the  principal
and interest owing and unpaid in respect of the Loans and all other  Obligations
that are owing and unpaid and to file such other  documents  as may be necessary
or advisable in order to have the claims of the Lenders and the Agent (including
any claim for the reasonable compensation,  expenses, disbursements and advances
of the  Lenders  and the Agent and their  respective  agents and counsel and all
other  amounts  due the  Lenders  and the Agent under the Fee Letter and Section
13.6) allowed in such judicial proceeding; and

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<PAGE>

          (b) to collect  and receive  any monies or other  property  payable or
deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Lender to make such  payments to the Agent and, in the event that the Agent
shall consent to the making of such payments directly to the Lenders,  to pay to
the  Agent  any  amount   due  for  the   reasonable   compensation,   expenses,
disbursements  and  advances  of the Agent and its agents and  counsel,  and any
other amounts due the Agent under the Fee Letter and Section 13.6.

     Nothing  contained  herein  shall  be  deemed  to  authorize  the  Agent to
authorize  or  consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize  the Agent to vote in respect of the
claim of any Lender in any such proceeding.

     12.9 Collateral and Guaranty Matters. The Lenders irrevocably authorize the
Agent, at its option and in its discretion,

          (a) to  release  any Lien on any  property  granted  to or held by the
Agent  under any Loan  Document  (i) upon  termination  of the  Commitments  and
payment  in full  of all  Obligations  (other  than  contingent  indemnification
obligations)  and the expiration or  termination of all Letters of Credit,  (ii)
that is sold or to be sold as part of or in connection  with any sale  permitted
hereunder or under any other Loan Document, or (iii) subject to Section 13.9, if
approved, authorized or ratified in writing by the Required Lenders;

          (b) to subordinate any Lien on any property  granted to or held by the
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 10.2; and

          (c) to release any Guarantor from its  obligations  under the Guaranty
if such Person ceases to be a Subsidiary as a result of a transaction  permitted
hereunder.

     Upon request by the Agent at any time, the Required Lenders will confirm in
writing  the  Agent's  authority  to  release or  subordinate  its  interest  in
particular  types or items of  property,  or to release any  Guarantor  from its
obligations under the Guaranty pursuant to this Section 12.9.

                                   ARTICLE 13
                                 MISCELLANEOUS

     13.1 Notices. Notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight  courier service,  mailed
or sent by telecopy or other telegraphic communications equipment of the sending
party, as follows:

          (a) if to Borrower Agent or a Borrower,  to it c/o Euronet  Worldwide,
Inc. at 4601 College  Boulevard,  Suite 300,  Leawood,  Kansas 66211 (Facsimile:
913-327-1921).

          (b)  if  to  the  Agent,  to  it  at  PO  Box  219038,  MO8-060-12-02,
64121-9038,  Attention:  Middle Market Banking (Facsimile:  816-979-7174) (if by
hand delivery or overnight

                                       39

<PAGE>

courier  service then to 1200 Main,  Suite 1400,  Kansas City,  Missouri  64105,
Attention:  Middle Market Banking) with a required copy to Scott Long, Lathrop &
Gage  L.C.,  2345 Grand  Boulevard,  Kansas  City,  Missouri  64108  (Facsimile:
816/292-2001);

or to such other  address or  telecopy  number as any party may direct by notice
given as provided in this  Section  13.1.  All notices and other  communications
given to any party hereto in accordance  with the  provisions of this  Agreement
shall be deemed to have been given on the date of receipt if  delivered  by hand
or  overnight   courier  service  or  sent  by  telecopy  or  other  telegraphic
communications  equipment  of the  sender,  if  received on or before 5:00 p.m.,
local time of the  recipient,  on a Business Day, or on the next Business Day if
received  after 5:00 p.m.  on a Business  Day or on a day that is not a Business
Day,  or on the date five (5)  Business  Days after  dispatch  by  certified  or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 13.1 or in accordance  with
the latest  unrevoked  direction  from such party given in accordance  with this
Section 13.1.

     13.2 [Intentionally Omitted.]

     13.3 Survival of Agreement. All covenants, agreements,  representations and
warranties made by Borrower herein and in the certificates or other  instruments
prepared or delivered in  connection  with or pursuant to this  Agreement or any
other Loan  Document  shall be  considered to have been relied upon by the Agent
and the Lenders and shall survive the making by the Lenders of the Loans and the
execution  and  delivery  to  the  Lenders  of  the  Notes,  regardless  of  any
investigation  made by the  Agent of the  Lenders  or on its  behalf,  and shall
continue  in full force and effect as long as the  principal  of or any  accrued
interest on any Loan or any other Obligations are outstanding.

     13.4 Binding Effect.  This Agreement  shall become  effective when it shall
have been  executed by the  Borrower  Agent,  the  Borrowers,  the Agent and the
Lenders  and  thereafter  shall be binding  upon and inure to the benefit of the
Borrower  Agent,  the  Borrowers,  the Agent,  the Lenders and their  respective
successors and permitted assigns, except that neither the Borrower Agent nor the
Borrowers  shall have the right to assign or  delegate  any of their  respective
rights or duties  hereunder or any  interest  herein  without the prior  written
consent of the Agent.

     13.5  Successors  and  Assigns;  Participations.  The  provisions  of  this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors  and  assigns  permitted  hereby,  except that
neither the Borrowers nor any other Obligor may assign or otherwise transfer any
of its rights or obligations  hereunder without the prior written consent of the
Agent and each Lender and no Lender may assign or otherwise  transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the  provisions  of  subsection  (b) of this Section  13.5,  (ii) by way of
participation  in  accordance  with the  provisions  of  subsection  (d) of this
Section 13.5,  or (iii) by way of pledge or  assignment  of a security  interest
subject to the  restrictions  of  subsection  (f) of this  Section 13.5 (and any
other  attempted  assignment  or transfer by any party  hereto shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors and assigns permitted hereby,  Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby,
the

                                       40

<PAGE>

Related  Parties of each of the Agent and the  Lenders)  any legal or  equitable
right, remedy or claim under or by reason of this Agreement.

          (b)  Assignments by Lenders.  Any Lender may at any time assign to one
or more Eligible  Assignees all or a portion of its rights and obligations under
this  Agreement  (including  all or a portion of its Commitment and the Loans at
the time owing to it); provided that

               (i) except in the case of an assignment  of the entire  remaining
amount of the assigning  Lender's  Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender,  the aggregate  amount of the Commitment
(which  for this  purpose  includes  Loans  outstanding  thereunder)  or, if the
Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning  Lender subject to each such  assignment,  determined as of the
date the Assignment and Assumption  with respect to such assignment is delivered
to the Agent or, if "Trade Date" is specified in the Assignment and  Assumption,
as of the Trade Date, shall not be less than $5,000,000 unless each of the Agent
and, so long as no Event of Default has occurred and is continuing, the Borrower
Agent otherwise  consents (each such consent not to be unreasonably  withheld or
delayed);

               (ii) each partial  assignment shall be made as an assignment of a
proportionate  part of all the assigning  Lender's rights and obligations  under
this Agreement with respect to the Loans or the Commitment assigned;

               (iii) any  assignment  of a  Commitment  must be  approved by the
Agent  unless  the  Person  that is the  proposed  assignee  is  itself a Lender
(whether or not the proposed  assignee  would  otherwise  qualify as an Eligible
Assignee);

               (iv) the parties to each assignment  shall execute and deliver to
the  Agent  an  Assignment  and  Assumption,  together  with  a  processing  and
recordation  fee of  $3,500,  and the  Eligible  Assignee,  if it shall not be a
Lender,  shall deliver to the Agent a questionnaire  in the form provided by the
Agent;

               (v) so long as no Default or Event of Default  has  occurred  and
continuing,  there shall be no more than three (3)  Lenders  party to the Credit
Agreement at any time without the consent of the  Borrower  Agent (such  consent
not to be unreasonably withheld or delayed); and

               (vi) after giving  effect to any such  assignment  no Lender will
hold exactly 50% of the Commitments..

Subject to acceptance and recording  thereof by the Agent pursuant to subsection
(c) of this  Section,  from and  after  the  effective  date  specified  in each
Assignment and Assumption,  the Eligible Assignee thereunder shall be a party to
this  Agreement and, to the extent of the interest  assigned by such  Assignment
and  Assumption,  have  the  rights  and  obligations  of a  Lender  under  this
Agreement,  and the  assigning  Lender  thereunder  shall,  to the extent of the
interest  assigned by such  Assignment  and  Assumption,  be  released  from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights

                                       41

<PAGE>

and  obligations  under this  Agreement,  such Lender  shall cease to be a party
hereto) but shall  continue to be entitled to the benefits of Sections  3.5, 5.2
and  13.6  with  respect  to  facts  and  circumstances  occurring  prior to the
effective date of such assignment.  Upon request, each Borrower (at its expense)
shall  execute and deliver a Note to the  assignee  Lender.  Any  assignment  or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such  Lender  of a  participation  in such  rights  and  obligations  in
accordance with subsection (d) of this Section.

          (c) Register. The Agent, acting solely for this purpose as an agent of
the  Borrowers,  shall maintain at the Agent's  principal  office a copy of each
Assignment and Assumption  delivered to it and a register for the recordation of
the names and addresses of the Lenders,  and the  Commitments  of, and principal
amounts of the Loans  owing to, each  Lender  pursuant to the terms  hereof from
time to time (the "Register").  The entries in the Register shall be conclusive,
and the Borrowers, the Agent and the Lenders may treat each Person whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement,  notwithstanding  notice to the  contrary.  The
Register  shall be  available  for  inspection  by each of the  Borrowers at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to
the Loan Documents is pending,  any Lender wishing to consult with other Lenders
in  connection  therewith  may request and receive  from the Agent a copy of the
Register.

          (d)  Participations.  Any Lender may at any time,  without the consent
of, or notice to, the Borrowers or the Agent, sell  participations to any Person
(other than a natural person or a Borrower or any of the  Borrowers'  Affiliates
or Subsidiaries)  (each, a  "Participant")  in all or a portion of such Lender's
rights and/or  obligations  under this Agreement  (including all or a portion of
its  Commitment  and/or the Loans owing to it);  provided that (i) such Lender's
obligations under this Agreement shall remain unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations  and (iii) the  Borrowers,  the  Agent and the  Lenders  shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's rights and obligations under this Agreement.

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any  amendment,  waiver or other  modification  requiring  the consent of all
Lenders or the Lenders effected thereby, that affects such Participant.  Subject
to subsection  (e) of this Section,  the Borrowers  agree that each  Participant
shall be  entitled  to the  benefits  of Section 5.2 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 13.7 as though it were a Lender.

          (e) Limitations  upon Participant  Rights. A Participant  shall not be
entitled to receive any greater  payment under  Section 5.2 than the  applicable
Lender would have been  entitled to receive  with  respect to the  participation
sold  to  such  Participant,  unless  the  sale  of the  participation  to  such
Participant is made with the  Borrowers'  prior written  consent.  A Participant

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<PAGE>

that would be a Foreign  Lender if it were a Lender shall not be entitled to the
benefits of Section 4.5(b) unless the Borrower is notified of the  participation
sold to such  Participant and such  Participant  agrees,  for the benefit of the
Borrower, to comply with Section 4.6 as though it were a Lender.

          (f)  Certain  Pledges.  Any Lender may at any time  pledge or assign a
security  interest  in all or any  portion  of its rights  under this  Agreement
(including  under  its  Note,  if any) to  secure  obligations  of such  Lender,
including any pledge or assignment to secure  obligations  to a Federal  Reserve
Bank;  provided that no such pledge or assignment shall release such Lender from
any of its obligations  hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

          (g)  Electronic  Execution  of  Assignments.  The  words  "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include  electronic  signatures  or the keeping of records in
electronic  form,  each of which shall be of the same legal effect,  validity or
enforceability  as a manually  executed  signature  or the use of a  paper-based
recordkeeping  system,  as the case may be, to the extent and as provided for in
any applicable law,  including the Federal  Electronic  Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other  similar  state laws based on the Uniform  Electronic  Transactions
Act.

     13.6 Expenses; Indemnity.

          (a)  The  Borrowers,   jointly  and   severally,   agree  to  pay  all
out-of-pocket  expenses  reasonably  incurred  by the  Lenders  and the Agent in
connection  with the  preparation of this Agreement and the other Loan Documents
or in connection with any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions  hereby contemplated shall be
consummated)  or  incurred by the Agent an the  Lenders in  connection  with the
enforcement  or protection of its rights in connection  with this  Agreement and
the other Loan Documents or in connection with the Loans made or the Note issued
hereunder,  including,  but not limited to, all  appraisal  fees  (equipment  or
otherwise),  filing fees and search fees, the fees, charges and disbursements of
Lathrop & Gage L.C.,  counsel for the Agent,  and, in  connection  with any such
amendment,  modification  or waiver or any such  enforcement or protection,  the
fees,  charges  and  disbursements  of any  other  counsel  for the Agent or the
Lenders.  The  Borrowers,  jointly and  severally,  further agrees that it shall
indemnify  the Agent  and the  Lenders  from and hold it  harmless  against  any
documentary taxes,  assessments or charges made by any Governmental Authority by
reason of the Loans or this Agreement or any of the other Loan Documents.  other
than taxes on the income of the Agent or any Lender.

          (b) The Borrowers, jointly and severally, agree to indemnify the Agent
and each Lender and their respective directors,  officers,  employees and agents
(each  such  person  being  called an  "Indemnitee")  against,  and to hold each
Indemnitee harmless from, any and all losses, claims,  damages,  liabilities and
related expenses,  including reasonable counsel fees, charges and disbursements,
incurred  by or  asserted  against  any  Indemnitee  arising  out of, in any way
connected  with,  or as a  result  of (i)  the  execution  or  delivery  of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective  obligations
thereunder or the consummation of the transactions

                                       43

<PAGE>

contemplated thereby, (ii) the making of any Loans or the use of the proceeds of
the Loans or (iii) any claim,  litigation,  investigation or proceeding relating
to any of the foregoing,  whether or not any Indemnitee is a party thereto (each
and  "Indemnified  Claims");  provided that such indemnity  shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or related  expenses  (i) are  determined  by a court of  competent
jurisdiction  by final and  nonappealable  judgment  to have  resulted  from the
negligence or willful  misconduct of such Indemnitee and (ii) have not, in whole
or in part,  arisen out of or resulted  from any act, or omission to act, of any
Borrower or any of their Affiliates.

          (c) The provisions of this Section 13.6 shall remain  operative and in
full  force  and  effect  regardless  of the  expiration  of the  term  of  this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document or any investigation made
by or on behalf of the Agent or any Lender.  All amounts due under this  Section
13.6 shall be payable on written demand therefor.

     13.7 Right of Setoff.  If an Event of Default  shall have  occurred  and be
continuing,  the Agent and each Lender is hereby authorized at any time and from
time to time, to the fullest  extent  permitted by law, to set off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held and other  indebtedness at any time owing by the Agent or any such
Lender to or for the credit or the account of the Borrower Agent or any Borrower
against any and all of the Obligations, irrespective of whether or not the Agent
or such Lender  shall have made any demand  under this  Agreement  or such other
Loan Document and  notwithstanding  that such Obligations may be unmatured.  The
rights of the Agent and the Lenders  under this  Section 13.7 are in addition to
other rights and remedies  (including other rights of setoff) which the Agent of
the Lenders may have.

     13.8 Applicable Law. This Agreement and the other Loan Documents, except as
otherwise expressly provided in such other Loan Documents,  shall be governed by
and construed and enforced under and in accordance with the laws of the State of
Missouri  applicable  to contracts  made and to be performed  wholly within said
state, without giving effect to choice of law or conflict of law principles.

     13.9 Waivers;  Amendment. No failure or delay of the Agent or any Lender in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall any single or partial  exercise  of any such right or power  preclude  any
other or further  exercise  thereof or the exercise of any other right or power.
The rights and  remedies  of the Agent and each Lender  hereunder  and under the
other Loan  Documents  are  cumulative  and are not  exclusive  of any rights or
remedies which the Agent or the Lenders would  otherwise  have. No waiver of any
provision  of this  Agreement  or any other  Loan  Document  or  consent  to any
departure by any Borrower Party therefrom shall in any event be effective unless
the same shall be contained in a written  instrument signed by the Agent and the
Required Lender,  and then such waiver or consent shall be effective only in the
specific  instance and for the purpose for which  given.  No notice or demand on
any Borrower  Party in any case shall entitle  Borrower  Parties to any other or
further notice or demand in similar or other circumstances.  Notwithstanding the
foregoing:

                                       44

<PAGE>

               (i) without the prior written  consent of Agent,  no amendment or
waiver  shall be  effective  with  respect to any  provision  in any of the Loan
Documents  (including  Section 12) to the extent such  provision  relates to the
rights, duties, immunities or discretion of Agent;

               (ii) without the prior written consent of all Lenders,  no waiver
of any Default or Event of Default shall be effective if the Default or Event of
Default relates to either any Borrower Party's failure to observe or perform any
covenant  that may not be  amended  without  the  unanimous  written  consent of
Lenders (and,  where so provided  hereinafter,  the written consent of Agent) as
hereinafter set forth in this Section 13.9; and

               (iii)  written  agreement  of all  Lenders  (except a  defaulting
Lender) shall be required to effectuate  any amendment,  modification  or waiver
that would (a)

                    A. increase or extend the Commitment of any Lender;

                    B. postpone or delay any date fixed by this Agreement or any
          other Loan  Document for any payment of principal,  interest,  fees or
          other  amounts due to the Lenders (or any of them)  hereunder or under
          any other Loan Document;

                    C.  reduce  the  principal  of,  or  the  rate  of  interest
          specified  herein on any Loan,  or any fees or other  amounts  payable
          hereunder or under any other Loan Document;

                    D.  change  the  percentage  of  the  Commitments  or of the
          aggregate  unpaid  principal  amount of the  Revolving  Loans which is
          required for the Lenders or any of them to take any action  hereunder;
          provided  that  Schedule  E-1 hereto  (Revolving  Commitments)  may be
          amended  from time to time by Agent  alone to reflect  assignments  of
          Commitments  in  accordance  herewith  so  long  as the  total  of the
          Commitments is not modified except as otherwise permitted hereunder;

                    E. amend this  Section or any  provision  of this  Agreement
          providing for consent or other action by all Lenders;

                    F. release  Collateral other than as expressly  permitted by
          this Agreement; or

                    G. change the definitions "Required Lenders";

          (b) If  any  fees  are  paid  to  the  Lenders  as  consideration  for
amendments,  waivers or  consents  with  respect to this  Agreement,  at Agent's
election,  such  fees  may be paid  only to  those  Lenders  that  agree to such
amendments,  waivers  or  consents  within  the time  specified  for  submission
thereof.

          (c) If, in connection with any proposed  amendment,  waiver or consent
(a  "Proposed  Change")  requiring  the consent of all  Lenders,  the consent of
Required  Lenders is

                                       45

<PAGE>

obtained,  but the consent of other  Lenders is not  obtained  (any such Lenders
whose consent is not obtained a  "Non-Consenting  Lender")  then, so long as the
Agent is not a  Non-Consenting  Lender,  at the  Borrower  Agent's  request,  an
Eligible  Assignee  selected by the Borrower  Agent or otherwise  shall have the
right (but not the obligation) with the Agent's  approval,  to purchase from the
Non-Consenting  Lenders,  and the  Non-Consenting  Lenders agree that they shall
sell, all the  Non-Consenting  Lenders'  Commitments  for an amount equal to the
principal  balances  thereof  and all  accrued  interest  and fees with  respect
thereto  through  the date of sale  pursuant  to an  assignment  and  acceptance
agreement, without premium or discount.

     13.10  Suretyship  Waivers.  Each  Borrower  hereby  expressly  waives  (a)
diligence,  presentment,  demand for payment, protest, benefit of any statute of
limitations affecting such Borrower's liability under this Agreement or the Loan
Documents; (b) discharge due to any disability of any Borrower; (c) any defenses
of any Borrower to  obligations  under this  Agreement or the Loan Documents not
arising under the express terms of this  Agreement or the Loan Documents or from
a material breach thereof by Agent of the Lenders which under applicable law has
the effect of  discharging  any Borrower from the  obligations  as to which this
Agreement  is sought to be  enforced;  (d) the benefit of any act or omission by
Agent  of the  Lenders  which  directly  or  indirectly  results  in or aids the
discharge of any  Borrower  from any of the  Obligations  by operation of law or
otherwise;  (e) except as expressly  provided  herein,  all notices  whatsoever,
including,  without  limitation,  notice of  acceptance  of the incurring of the
Indebtedness;  (f) any right it may have to require  the Agent of the Lenders to
disclose  to it any  information  that  the  Agent  or the  Lenders  may  now or
hereafter  acquire  concerning the financial  condition or any circumstance that
bears  on the risk of  nonpayment  by any  other  Borrower,  including,  without
limitation,  the release of such other Borrower from the  Indebtedness;  and (g)
any requirement that the Agent of the Lenders exhaust any right, power or remedy
or  proceed  against  any other  Borrower  or any  other  security  for,  or any
guarantor  of, or any other party  liable for, any of the  Indebtedness,  or any
portion  thereof.  Each  Borrower  specifically  agrees  that  it  shall  not be
necessary or required,  and Borrowers shall not be entitled to require, that the
Agent or the  Lenders  (i) file suit or  proceed to assert or obtain a claim for
personal  judgment  against  any  other  Borrower  for  all or any  part  of the
Indebtedness;  (ii) make any effort at collection or  enforcement  of all or any
part of the Obligations  from any Borrower;  (iii) foreclose  against or seek to
realize upon any  security now or hereafter  existing for all or any part of the
Indebtedness; (iv) file suit or proceed to obtain or assert a claim for personal
judgment  against any Borrower or any guarantor or other party liable for all or
any party of the Indebtedness;  (v) exercise or assert any other right or remedy
to which the Agent or any Lender is or may be  entitled in  connection  with the
Obligations or any security or guaranty relating thereto to assert; or (vi) file
any claim against  assets of one Borrower  before or as a condition of enforcing
the liability of any other Borrower under this Agreement or the Loan Documents.

     Without limiting the foregoing in any way, each Borrower hereby irrevocably
waives and releases:

          (a) Any and all  rights  it may  have  at any  time  (whether  arising
directly or indirectly,  by operation of law,  contract or otherwise) to require
the  marshaling of any assets of any Borrower,  which right of marshaling  might
otherwise arise from any such payments made or Obligations performed;

                                       46

<PAGE>

          (b) Until such time as the  Obligations  have been  satisfied in full,
any and all rights that would result in such Borrower  being deemed a "Creditor"
under the  United  States  Bankruptcy  Code of any other  Borrower  or any other
person,  on account of payments made or Obligations  performed by such Borrower;
and

          (c) Until such time as the  Obligations  have been  satisfied in full,
any claim,  right or remedy which it may now have or hereafter  acquire  against
any other  Borrower  that arises  hereunder  and/or from the  performance  by it
hereunder  including,   without  limitation,  any  claim,  remedy  or  right  of
subrogation,  reimbursement,   exoneration,  contribution,   indemnification  or
participation  in any claim,  right or remedy of the Agent or any Lender against
any other Borrower or any collateral  security which the Agent or any Lender now
has or may hereafter acquire,  whether or not such claim, right or remedy arises
in equity, under contract, by statute, under common law or otherwise.

     13.11 Interest Rate Limitation.  Notwithstanding  anything herein or in the
Note to the contrary, if at any time the applicable interest rate, together with
all fees and  charges  which  are  treated  as  interest  under  applicable  law
(collectively  the  "Charges"),  as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by the Agent or the Lenders,  shall exceed the maximum  lawful
rate (the "Maximum Rate") which may be contracted for, charged,  taken, received
or reserved by the Agent or the Lenders in accordance  with  applicable law, the
rate of interest  payable under the Note,  together with all Charges  payable to
the Agent or the Lenders, shall be limited to the Maximum Rate.

     13.12  Entire  Agreement.  This  Agreement  and the  other  Loan  Documents
constitute  the entire  contract  between  the  parties  relative to the subject
matter  hereof.  Any  previous  agreement  among the parties with respect to the
subject  matter  hereof is  superseded  by this  Agreement  and the  other  Loan
Documents.  Nothing in this Agreement or in the other Loan Documents,  expressed
or implied,  is intended to confer upon any party other than the parties  hereto
and thereto any rights, remedies,  obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

     13.13  Severability.  In the  event  any  one  or  more  of the  provisions
contained  in this  Agreement  or in any  other  Loan  Document  should  be held
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be affected or impaired  thereby.  The parties shall  endeavor in
good  faith  negotiations  to replace  the  invalid,  illegal  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

     13.14  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of  which  when  taken  together  shall  constitute  but  one
contract, and shall become effective as provided in Section 13.4.

     13.15 Headings.  Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and are not to
affect the construction  of, or to be taken into  consideration in interpreting,
this Agreement.

                                       47

<PAGE>

     13.16 Jurisdiction; Consent to Service of Process.

          (a)  Each  Borrower  Party  hereby  irrevocably  and   unconditionally
submits,  for itself and its property,  to the nonexclusive  jurisdiction of any
Missouri state court or the federal court for the Western  District of Missouri,
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or the other Loan Documents or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such Missouri state or, to the extent
permitted by law, in such federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the Agent
or the Lenders may otherwise have to bring any action or proceeding  relating to
this  Agreement or the other Loan  Documents  against any Borrower  Party or its
properties in the courts of any jurisdiction.

          (b) Each Borrower Party hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and  effectively do so, any objection which
it may now or  hereafter  have to the  laying  of venue of any  suit,  action or
proceeding  arising  out of or  relating  to this  agreement  or the other  Loan
Documents in any Missouri state court or federal court for the Western  District
of  Missouri.  Each of the parties  hereto  hereby  irrevocably  waives,  to the
fullest  extent  permitted by law, the defense of an  inconvenient  forum to the
maintenance of such action or proceeding in any such court.

          (c) Each party to this  Agreement  irrevocably  consents to service of
process in the manner  provided  for  notices in Section  13.1.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

     13.17 Terms Generally.  The definitions  contained in this Agreement and in
Exhibit 1 hereto  shall apply  equally to both the  singular and plural forms of
the terms defined.  Whenever the context may require,  any pronoun shall include
the  corresponding  masculine,  feminine and neuter forms.  The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed  references  to  Articles  and  Sections  of, and  Exhibits  and
Schedules to, this Agreement unless the context shall otherwise require.  Except
as otherwise  expressly provided herein, all terms of an accounting or financial
nature  shall be construed in  accordance  with GAAP,  as in effect from time to
time, provided,  however,  that, for purposes of determining compliance with any
covenant  set forth in Article 9, such terms shall be  construed  in  accordance
with  GAAP  as in  effect  on the  date  of this  Agreement  applied  on a basis
consistent  with  the  application  used  in  preparing  the  Borrower  Parties'
financial statements referred to in Article 9.

     13.18 English Language.

          (a) Any notice  given under or in  connection  with any Loan  Document
must be in English.

                                       48

<PAGE>

          (b) All other documents  provided under or in connection with any Loan
Document must be:

               (i) in English; or

               (ii)  if not  in  English,  accompanied  by a  certified  English
translation  and, in this case, the English  translation will prevail unless the
document is a constitutional, statutory or other official document.

     13.19 USA  PATRIOT  Act  Notice.  Each  Lender  that is  subject to the USA
Patriot Act and the Agent (for  itself and not on behalf of any  Lender)  hereby
notifies the Borrowers that pursuant to the  requirements of the USA Patriot Act
(Title III of Pub.  L.  107-56  (signed  into law  October  26,  2001)) (the "US
Patriot  Act"),  it is required to obtain,  verify and record  information  that
identifies  each Borrower,  which  information  includes the name and address of
each Borrower and other information that will allow such Lender or the Agent, as
applicable, to identify each Borrower in accordance with the Act.

     13.20  ARBITRATION.  EXCEPT  AS SET OUT  BELOW,  ANY  CONTROVERSY  OR CLAIM
BETWEEN OR AMONG THE PARTIES HERETO,  INCLUDING BUT NOT LIMITED TO THOSE ARISING
OUT OF OR RELATING TO THIS  AGREEMENT OR ANY RELATED  DOCUMENTS,  INCLUDING  ANY
CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT (COLLECTIVELY, "CLAIM"), SHALL BE
DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT
(OR IF NOT  APPLICABLE,  THE  APPLICABLE  STATE LAW),  THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL  DISPUTES OF  J.A.M.S./ENDISPUTE  OR
ANY SUCCESSOR THEREOF ("J.A.M.S."),  AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY,  THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS  AGREEMENT  MAY  BRING AN  ACTION,  INCLUDING  A  SUMMARY  OR  EXPEDITED
PROCEEDING,  TO COMPEL ARBITRATION OF ANY CLAIM IN ANY COURT HAVING JURISDICTION
OVER SUCH ACTION.  THE INSTITUTION AND MAINTENANCE OF AN ACTION FOR ANY JUDICIAL
RELIEF SHALL NOT  CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,  INCLUDING  THE
PLAINTIFF,  TO SUBMIT THE CLAIM TO  ARBITRATION IF ANY OTHER PARTY CONTESTS SUCH
ACTION FOR JUDICIAL RELIEF.

          (a) SPECIAL RULES. ANY ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF
BORROWER AGENT'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS AGREEMENT,  OR IF
THERE IS REAL OR PERSONAL PROPERTY COLLATERAL,  IN THE COUNTY WHERE SUCH REAL OR
PERSONAL PROPERTY IS LOCATED,  AND ADMINISTERED BY J.A.M.S.  WHO WILL APPOINT AN
ARBITRATOR;  IF J.A.M.S.  IS UNABLE OR LEGALLY PRECLUDED FROM  ADMINISTERING THE
ARBITRATION,   THEN  THE  AMERICAN  ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION  HEARINGS  WILL  BE  COMMENCED  WITHIN  90 DAYS  OF THE  DEMAND  FOR
ARBITRATION;  FURTHER,  THE ARBITRATION  SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO

                                       49

<PAGE>

EXTEND THE  COMMENCEMENT  OF SUCH HEARING FOR UP TO AN ADDITIONAL  60 DAYS.  ANY
DISPUTE  CONCERNING THIS ARBITRATION  PROVISION OR WHETHER A CLAIM IS ARBITRABLE
SHALL BE DETERMINED BY THE  ARBITRATOR.  THE ARBITRATOR  SHALL HAVE THE POWER TO
AWARD LEGAL FEES PURSUANT TO THE TERMS OF THIS AGREEMENT.

          (b) RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT;  OR (II)) BE A
WAIVER BY BANK OF THE  PROTECTION  AFFORDED  TO IT BY 12 U.S.C.  SEC.  91 OR ANY
SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF ANY PARTY HERETO
(A) TO EXERCISE SELF HELP  REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B)
TO FORECLOSE AGAINST OR SELL ANY REAL OR PERSONAL PROPERTY OR COLLATERAL, OR (C)
TO  OBTAIN  FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT
LIMITED TO)  INJUNCTIVE  RELIEF,  WRIT OF  POSSESSION  OR THE  APPOINTMENT  OF A
RECEIVER,  ANY PARTY MAY  EXERCISE  SUCH SELF  HELP  RIGHTS,  FORECLOSE  OR SELL
COLLATERAL OR OBTAIN SUCH PROVISIONAL OR ANCILLARY  REMEDIES  BEFORE,  DURING OR
AFTER THE  PENDENCY  OF ANY  ARBITRATION  PROCEEDING  BROUGHT  PURSUANT  TO THIS
AGREEMENT.  NONE OF THESE ACTIONS SHALL  CONSTITUTE A WAIVER OF THE RIGHT OF ANY
PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CLAIM OCCASIONING RESORT TO SUCH REMEDIES OR PROCEDURES.

          (c) WAIVER OF CERTAIN  DAMAGES.  THE PARTIES HERETO WAIVE ANY RIGHT OR
REMEDY  EITHER MAY HAVE  AGAINST  THE OTHER TO  RECOVER  PUNITIVE  OR  EXEMPLARY
DAMAGES ARISING OUT OF ANY CLAIM WHETHER THE CLAIM IS RESOLVED BY ARBITRATION OR
BY JUDICIAL ACTION.

                                   ARTICLE 14
                 LIMITATIONS OF THE GERMAN BORROWER'S LIABILITY

     To the extent the German  Borrower is jointly and  severally  liable  under
this Agreement or the Fee Letter for liabilities of the UK Borrower  ("Up-Stream
Liabilities") the following shall apply.

     14.1 Limitation of Liability. The Agent and the Lenders agree not to assert
and enforce any Up-Stream  Liabilities against the German Borrower to the extent
that the  enforcement  of such  liabilities  against the German  Borrower  would
result in (i) a reduction of the German  Borrower's  Net Assets  (Nettovermogen)
(as defined in Article 14.2 below) to an amount less than its  registered  share
capital  (Stammkapital),  or  (ii)  - if  the  Net  Assets  had  prior  to  such
enforcement  already fallen below the amount of the registered share capital - a
further reduction of the Net Assets,  and thereby affect the assets required for
the statutory  preservation of the German  Borrower's  registered  share capital
according to ss.ss. 30, 31 of the German Act on Limited Liability Companies.

                                       50

<PAGE>

     14.2  Determination  of Net Asset's Value.  The value of the Net Assets(the
"Net  Assets")  shall be  calculated as the sum of the balance sheet items shown
under ss. 266 subsection 2 lit. (A), (B) and (C) of the German  Commercial  Code
(Handelsgesetzbuch), less the sum of the balance sheet items shown under ss. 266
subsection 3 lit. (B), (C) (however not taking into account shareholder loans to
the  extent  they  constitute  equity  replacing  loans  (eigenkapitalersetzende
Darlehen)) and (D) of the German  Commercial  Code, and determined in accordance
with the  principles  for ordinary  bookkeeping  and the  preparation of balance
sheets as they were consistently applied by the German Borrower in preparing its
unconsolidated  balance sheets  (Jahresabschlu(beta)  according to ss. 42 German
Act on Limited  Liability  Companies,  ss.ss.  242, 264 of the German Commercial
Code in previous years,  save that for the determination of Net Assets the lower
of the book value (Buchwert) and realization value  (Liquidationswert)  shall be
relevant.

     14.3  Realization of Assets.  If the German Borrower is of the opinion that
an enforcement of Up-Stream  Liabilities  against the German Borrower results in
one of the effects  described in Article 14.1 above,  the German  Borrower shall
notify promptly,  however, no later than one week after the Agent claims payment
on any such liability against the German Borrower,  the amount of the Net Assets
to the Agent.  If the Agent disagrees with the amount of the Net Assets notified
by the German Borrower, the Agent shall so notify the German Borrower within one
week after receipt of the Borrower's  notification of the Net Assets pursuant to
the preceding  sentence.  In this case the Agent shall engage a firm of auditors
of international  standard and repute which shall proceed to review the accounts
of the German  Borrower in order to prepare an up to date  balance  sheet and to
determine  the Net Assets.  Such balance sheet and  determination  of Net Assets
shall be prepared in accordance  with the  principles  set forth in Article 14.2
above. The Agent shall immediately  notify the German Borrower of the engagement
of the auditor.  The German  Borrower  shall render the  assistance  required to
facilitate the aforementioned  review of accounts and shall allow full access to
its books, accounts and other necessary company records. The Agent shall procure
that the auditors  forward the balance  sheet and the  determination  of the Net
Assets to the German  Borrower and the Agent with a copy to the Borrower  Agent,
immediately after their preparation.  The Agent shall refrain from enforcing any
Up-Stream  Liabilities  until the German  Borrower has  received  the  auditor's
balance sheet and the determination of the Net Assets,  such determination being
final and binding on the German Borrower, the Agent and the Lenders.

     14.4  Realization of Assets.  If the German Borrower is of the opinion that
an enforcement of an Up-Stream Liability results in one of the effects described
in Article 14.1, the German Borrower shall, to the extent legally  permitted and
commercially justifiable, first realize any and all of its assets that are shown
in its  balance  sheet with a book value  that is  significantly  lower than its
market  value and if such  assets are not  necessary  for  operating  the German
Borrower's business (nicht betriebsnotwendig).

     14.5 No Prejudice for Future  Enforcement.  No restriction of the assertion
and  enforcement  of any Up-Stream  Liability  against the German  Borrower will
prejudice  the rights of the Agent to enforce  any still  outstanding  Up-Stream
Liability  against  the German  Borrower  in  accordance  with the terms of this
Agreement,  to the extent a situation  having the effects  described  in Article
14.1 subsequently ceases to exist.

                                       51

<PAGE>

     14.6 No Limitation in Case of Passed on Loan Proceeds.  The restrictions on
the assertion and  enforcement  of any  Up-Stream  Liability  against the German
Borrower  set forth in this  Article 14 shall not apply as far as the  assertion
and  enforcement of such Up-Stream  Liability  pertains to proceeds of the Loans
which were loaned or  otherwise  passed on to the German  Borrower to the extent
that such proceeds are still  outstanding at the time of the  enforcement of any
Up-Stream Liability against the German Borrower.

     14.7  Adjustment  of  Registered  Share  Capital.  For the purposes of this
Article 14 the registered share capital of the German Borrower shall be adjusted
by  deducting  the amount of any  increase in the German  Borrower's  registered
share capital, resolved after the date of this Agreement that (i) is made our of
retained   earnings   (nominal   capital   increase   -   Kapitalerhohung    aus
Gesellschaftsmitteln) or (ii) is not fully paid up.

           ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT
           OR TO FORBEAR FROM  ENFORCING  REPAYMENT OF A DEBT INCLUDING
           PROMISES  TO EXTEND OR RENEW SUCH DEBT ARE NOT  ENFORCEABLE.
           TO  PROTECT  YOU   (BORROWERS)   AND  US   (CREDITOR)   FROM
           MISUNDERSTANDING OR DISAPPOINTMENT,  ANY AGREEMENTS WE REACH
           COVERING SUCH MATTERS ARE  CONTAINED IN THIS WRITING,  WHICH
           IS THE COMPLETE  AND  EXCLUSIVE  STATEMENT OF THE  AGREEMENT
           BETWEEN  US,  EXCEPT AS WE MAY  LATER  AGREE IN  WRITING  TO
           MODIFY IT.

           THIS  DOCUMENT,   TOGETHER  WITH  OTHER  WRITTEN  AGREEMENTS
           BETWEEN  BORROWERS  AND BANK OF AMERICA,  N.A., IS THE FINAL
           EXPRESSION  OF THE CREDIT  AGREEMENT  BETWEEN SUCH  PARTIES.
           THIS DOCUMENT MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR
           OR  CONTEMPORANEOUS  ORAL CREDIT AGREEMENTS OR PRIOR WRITTEN
           CREDIT  AGREEMENTS  BETWEEN  SUCH  PARTIES  RELATING  TO THE
           SUBJECT  MATTER HEREOF.  ANY ADDITIONAL  TERMS OF THE CREDIT
           AGREEMENT BETWEEN SUCH PARTIES ARE SET FORTH BELOW.

           THERE ARE NO SUCH ORAL AGREEMENTS BETWEEN SUCH PARTIES.





                  [Remainder of page intentionally left blank]


                                       52

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement on the ___ day
of October, 2004, by their duly authorized officers,  effective for all purposes
as of October ___, 2004.

     THIS  AGREEMENT  CONTAINS  A  BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.


BORROWER AGENT:                         EURONET WORLDWIDE, INC., a
                                        Delaware corporation



                                        By: /s/ Rick Weller
                                           -------------------------------------
                                        Name:  Rick Weller
                                        Title:  EVP & CFO

UK BORROWER                             E-PAY HOLDINGS LIMITED,
                                        a limited liability company incorporated
                                        in England and Wales



                                        By: /s/ Jeff Newman
                                           -------------------------------------
                                        Name:  Jeff Newman
                                        Title:  Director

GERMAN BORROWER                         DELTA EURONET GMBH, a German company



                                        By: /s/ Roger Heinz
                                           -------------------------------------
                                        Name:  Roger Heinz
                                        Title:  Managing Director

AGENT AND LENDER                        BANK OF AMERICA, N.A., a national
                                        banking association



                                        By: /s/ William J. Hornung
                                           -------------------------------------
                                        Name:  William J. Hornung
                                        Title:  Senior Vice President



                                       53


<PAGE>

                                    EXHIBIT 1
                                  DEFINITIONS

     For purposes of said Credit  Agreement,  the following terms shall have the
meanings specified below:

     "Acquired Company" is defined in Section 10.4(e) of this Agreement.

     "Acquisition"  shall  mean  any  transaction,  or  any  series  of  related
transactions,  consummated  after  the  date of this  Agreement,  by  which  any
Borrower (in one  transaction  or as the most recent  transaction in a series of
transactions) (i) acquires any going business or all or substantially all of the
assets of any Person  (including,  in the case of a  corporation,  any  division
thereof), whether through purchase of assets, merger or otherwise, (ii) directly
or  indirectly  acquires  control of at least a majority (in number of votes) of
the  securities  of a  corporation  which have voting  power for the election of
directors,  or (iii)  directly  or  indirectly  acquires  control  of a majority
ownership interest in any partnership or joint venture.

     "Affiliate"  shall  mean,  when used with  respect to a  specified  person,
another person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  person
specified and in any case shall include, when used with respect to any Borrower,
any joint venture in which such Borrower holds an equity interest.

     "Agent" is defined in the preamble to this Agreement.

     "Agent's Spot Rate of Exchange" means the Agent's spot rate of exchange for
the  purchase  of the  relevant  currency  with the Base  Currency in the London
foreign exchange market at or about 11:00 a.m. on a particular day.

     "Agreement" or "Credit Agreement" shall mean this Agreement,  together with
all exhibits and schedules hereto, as it may be amended from time to time.

     "Applicable Margin" is defined in Section 4.3 of this Agreement.

     "Approved  Fund"  means any Fund that is  administered  or managed by (a) a
Lender,  (b) an  Affiliate  of a Lender or (c) an entity or an  Affiliate  of an
entity that administers or manages a Lender.

     "Assets" shall mean all assets which, under GAAP, would appear as assets on
the balance sheet of a Borrower Party.

     "Assignment and Assumption" means an assignment and assumption entered into
by a Lender  and an  Eligible  Assignee  (with the  consent  of any party  whose
consent is required by Section 13.5(b)),  and accepted by the Agent, in form and
substance approved by the Agent.

     "Availability  Date" is  defined  in first  paragraph  of Article 6 of this
Agreement.

     "Bank of America" is defined in the preamble to this Agreement.

                                       1

<PAGE>

     "Base Currency" means lawful money of the United States.

     "Base Currency  Amount" means, in relation to a Loan, the amount  specified
in the Loan Request  delivered by the Borrower Agent or a Borrower for that Loan
(or, if the amount  requested  is not  denominated  in the Base  Currency,  that
amount  converted into the Base Currency at the Agent's Spot Rate of Exchange on
the date which is three Business Days before the borrowing date or, if later, on
the date the Agent receives the Loan Request) adjusted to reflect any repayment,
prepayment, consolidation or division of the Loan.

     "Borrower" and "Borrowers" is defined in the preamble to this Agreement.

     "Borrower Agent" is defined in Section 4.9 of this Agreement.

     "Borrower Parties" shall mean the Borrowers and the Borrower Agent.

     "Business  Day" shall mean any day (other  than a day which is a  Saturday,
Sunday or legal  holiday  in the  jurisdiction  in which the  Agent's  principal
office is  located)  on which  banks in the  jurisdiction  in which the  Agent's
principal  office is located are open for business,  and in relation to any date
for payment or  purchase  of GBP,  any day on which banks in London are open for
business,  and in relation  to any date for  payment or  purchase  of Euro,  any
TARGET Day.

     "Calculation Date" is defined in Section 3.3 of this Agreement.

     "Capital  Expenditures" shall mean, without  duplication,  (i) expenditures
(whether  paid in cash or accrued as a  liability)  for fixed  assets,  tooling,
plant and equipment  (including  without  limitation  the  incurrence of Capital
Lease Obligations),  and (ii) any other expenditures that would be classified as
capital  expenditures  under GAAP.  Capital  Expenditures  shall not include the
amount of consideration paid or any monetary  obligation  incurred in respect of
the purchase price for any Acquisition.

     "Capital Lease  Obligations"  shall mean, as to any Person, the obligations
of such Person to pay rent or other amounts under a lease of (or other agreement
conveying  the right to use) real or personal  property  which  obligations  are
required to be  classified  and  accounted  for as a capital  lease on a balance
sheet of such Person under GAAP; and, for purposes of this Agreement, the amount
of such  obligations  shall be the  capitalized  amount  thereof,  determined in
accordance with GAAP.

     "CERCLA" shall mean the Comprehensive Environmental Response,  Compensation
and  Liability  Act  of  1980,  as  amended  by  the  Superfund  Amendments  and
Reauthorization Act of 1986.

     "Charges" is defined in Section 13.11 of this Agreement.

     "Closing Date" shall mean October 25, 2004.

     "Code"  shall mean the Internal  Revenue  Code of 1986,  as the same may be
amended from time to time.

                                       2

<PAGE>

     "Collateral"  shall mean the any property of any Obligor that is subject to
a security  interest of other Lien granted pursuant to the Pledge  Agreements or
any other Loan Document.

     "Commitment" shall mean each Lender's Revolving Credit Commitments.

     "Compliance Certificate" is defined in Section 8.4(d) of this Agreement.

     "Consolidated  EBITDA,"  "Consolidated  Fixed Charge  Coverage  Ratio," and
"Consolidated  Funded  Debt/EBITDA  Ratio"  are  defined  in  Article  9 of this
Agreement.

     "Control" shall mean the possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  or  policies of a person,
whether  through the ownership of voting  securities,  by contract or otherwise,
and "Controlling" and "Controlled" shall have meanings correlative thereto.

     "Default"  shall mean any event or condition  which upon  notice,  lapse of
time or both would constitute an Event of Default.

     "Default Rate" shall mean a rate of interest per annum equal to two percent
(2.000%) plus the rate otherwise prevailing hereunder.

     "Defined Benefit Pension Plan" shall mean any employee pension benefit plan
that is covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code as to which a Borrower may have any liability.

     "Disbursement Date" shall mean the date on which Agent makes a disbursement
of a Loan, which date shall be a Business Day.

     "Dollars", "dollars" or "$" shall mean lawful money of the United States of
America.

     "Due Date" is defined in Section 4.6(a) of this Agreement.

     "EBITDA" shall mean,  for any period,  operating  income plus  depreciation
plus  amortization  plus interest  income on restricted cash accounts plus, upon
the request of the Borrower  Agent with the prior consent of the Agent,  certain
one-time, non-cash charges included in operating income.

     "EBITDAR" shall mean, for any period,  operating  income plus  depreciation
plus  amortization  plus interest  income on restricted  cash accounts plus rent
plus,  upon the  request of the  Borrower  Agent  with the prior  consent of the
Agent, certain one-time, non-cash charges included in operating income.

     "Eligible  Assignee" means (a) a Lender;  (b) an Affiliate of a Lender; (c)
an  Approved  Fund;  and (d) any other  Person  (other  than a  natural  person)
approved by (i) the Agent,  and (ii) unless an Event of Default has occurred and
is  continuing,  the Borrower  Agent (each such approval not to be  unreasonably
withheld or delayed);  provided that  notwithstanding  the foregoing,  "Eligible
Assignee" shall not include the Borrowers or any of the Borrowers' Affiliates or
Subsidiaries.

                                       3

<PAGE>

     "Environmental Laws" is defined in Section 7.4(b) of this Agreement.

     "Environmental  Lien"  shall  mean  a Lien  in  favor  of any  Governmental
Authority or other Person for (a) any liability under Environmental Laws, or (b)
damages  arising  from,  or costs  incurred by such  Governmental  Authority  in
response to, a release or threatened  release of any toxic or hazardous waste or
substance into the environment.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     "EURIBOR Rate" shall mean for any Interest Period with respect to a EURIBOR
Rate Loan,  the rate per annum equal to the Banking  Federation  of the European
Union  EURIBOR  Rate  ("FBE  EURIBOR"),  as  published  by  Telerate  (or  other
commercially  available source providing quotations of FBE EURIBOR as designated
by the Agent from time to time) at approximately  11:00 a.m., Brussels time, two
Business  Days  prior to the  commencement  of such  Interest  Period,  for Euro
deposits with a term  equivalent to such  Interest  Period.  If such rate is not
available at such time for any reason, then the "EURIBOR Rate" for such Interest
Period  shall be the rate per  annum  determined  by the Agent to be the rate at
which deposits in Euro for delivery on the first day of such Interest  Period in
same day funds in the  approximate  amount of the EURIBOR  Rate Loan being made,
continued  or converted  by Bank of America and with a term  equivalent  to such
Interest  Period  would be offered by Bank of America's  London  Branch to major
banks in the European  interbank market at their request at approximately  11:00
a.m.  (London time) two Business Days prior to the commencement of such Interest
Period.

     "EURIBOR Rate Loan" shall mean a Loan that accrues  interest at the EURIBOR
Rate.

     "Euronet  Entities" shall mean the Borrower Agent and each U.S.  Subsidiary
and  Foreign  Subsidiary  of the  Borrower  Agent and each U.S.  Subsidiary  and
Foreign Subsidiary of each such subsidiary.

     "Euros" shall mean lawful money of the European Union.

     "Event of Default" is defined in Article 11 of this Agreement.

     "Exchange  Rate"  shall  mean,  on any day,  with  respect to any  Optional
Currency,  the rate at which such  Optional  Currency may be exchanged  into the
Base Currency,  as set forth at approximately  11:00 a.m.,  London time, on such
day on the Reuters World Currency Page for such Optional Currency.  In the event
that such rate does not appear on any Reuters World  Currency Page, the Exchange
Rate shall be determined by reference to such other publicly  available  service
for exchange rates as the Agent shall determine,  in the event there is no other
publicly available service,  the Exchange Rate shall be the Agent's Spot Rate of
Exchange on such Date for the  purchase of the Base  Currency  for  delivery two
Business  Days later;  provided  that the  Agent's  Spot Rate of Exchange is not
determinable on such date, the Agent may use any commercially  reasonable method
it deems  appropriate to determine such rate,  and such  determination  shall be
presumed correct absent manifest error.

     "Facility  Office" means the office or offices  notified by a Lender to the
Agent in writing on or before the date it becomes a Lender (or,  following  that
date,  by not less than five  Business

                                       4

<PAGE>

Days' written notice) as the office or offices through which it will perform its
obligations under this Agreement.

     "Fee  Letter"  shall mean that  certain  Fee  Letter,  dated as of the date
hereof, among the Borrowers and the Agent.

     "Fees" shall mean the fees payable under Article 5 of this Agreement.

     "Foreign  Lender"  means any Lender that is  organized  under the laws of a
jurisdiction  other than that in which the  Borrower  Agent is resident  for tax
purposes. For purposes of this definition, the United States, each State thereof
and  the  District  of  Columbia   shall  be  deemed  to   constitute  a  single
jurisdiction.

     "Foreign  Subsidiary"  shall mean a subsidiary  of any Person not organized
and  existing  under  the laws of the  United  States  of  America  or any state
thereof.

     "Fund" means any Person (other than a natural  person) that is (or will be)
engaged in making,  purchasing,  holding or otherwise  investing  in  commercial
loans and similar extensions of credit in the ordinary course of its business.

     "Funded Debt" is defined in Section 9.1 of this Agreement.

     "GAAP" shall mean generally accepted  accounting  principles,  applied on a
consistent basis.

     "GBPs" shall mean lawful money of the United Kingdom.

     "German Revolving Credit Commitment" shall mean the aggregate of all German
Revolving  Credit  Commitments  of each Lender set forth on Schedule E-1 or such
amount reduced as provided in Section 2.1(a) of this Agreement.

     "German Revolving Loan" is defined in Section 2.1 of this Agreement.

     "German Revolving Notes" is defined in Section 2.2 of this Agreement.

     "Governmental  Authority" shall mean any federal,  state,  local or foreign
court or governmental agency,  board,  authority,  instrumentality or regulatory
body.

     "Guarantee"  or  "Guaranty"  of a Person shall mean any  agreement by which
such Person assumes,  guarantees,  endorses,  contingently agrees to purchase or
provide  funds for the  payment  of,  or  otherwise  becomes  liable  upon,  the
obligation of any other  Person,  or agrees to maintain the net worth or working
capital or other  financial  condition of any other Person or otherwise  assures
any creditor of such other Person against loss,  including,  without limitation,
any comfort  letter,  operating  agreement  or  take-or-pay  contract  and shall
include,  without  limitation,  the  contingent  liability  of  such  person  in
connection  with any application  for a letter of credit.  The term  "Guarantee"
used as a verb has a corresponding meaning.

                                       5

<PAGE>

     "Guaranty Agreements" shall mean each Guaranty by the Borrower Agent or any
Subsidiary of the Borrower Agent in favor of the Agent on behalf of the Lenders.

     "Hazardous Materials" is defined in Section 7.4(b) of this Agreement.

     "Hedging Agreement" shall mean any Interest Rate Contract, foreign currency
exchange  agreement,  commodity price protection  agreement or other interest or
currency  exchange  rate or  commodity  price  hedging  arrangement  at any time
entered into by any or all  Borrowers  with any Lender (or any  Affiliate of any
Lender) or Agent.

     "Indebtedness"  shall mean, as to any Person, on a consolidated  basis with
such Person's  subsidiaries (unless otherwise  specified),  without duplication:
(i) all  obligations  of such Person for  borrowed  money or evidenced by bonds,
debentures,   notes  or  similar  instruments  (including  all  indebtedness  to
stockholders,  howsoever evidenced), (ii) all obligations of such Person for the
deferred  purchase price of property or services,  except trade accounts payable
and accrued liabilities arising in the ordinary course of business which are not
overdue by more than sixty (60) days or which are being  contested in good faith
by appropriate proceedings,  (iii) all Capital Lease Obligations of such Person,
(iv) all  Indebtedness of others secured by a Lien on any properties,  assets or
revenues  of such Person to the extent of the value of the  property  subject to
such Lien, (v) all Indebtedness of others Guaranteed by such Person and (vi) all
obligations of such Person,  contingent or otherwise,  in respect of any letters
of credit or bankers'  acceptances,  unless  such  letters of credit or banker's
acceptances  are fully  secured by cash.  The  Indebtedness  of any Person shall
include the  Indebtedness  of any  partnership in which such Person is a general
partner.

     "Indemnified Claims" is defined in Section 13.6 of this Agreement.

     "Indemnitee" is defined in Section 13.6(b) of this Agreement.

     "Interest  Period"  shall  mean,  with  respect  to any Loan,  each  period
commencing  on the date such Loan is made or is converted or the last day of the
next  preceding  Interest  Period for such Loan,  and ending on the  numerically
corresponding day in the first, second or third calendar month thereafter,  as a
Borrower or the  Borrower  Agent may select,  except that each  Interest  Period
which  commences on the last Business Day of a calendar month (or on any day for
which there is no numerically  corresponding  day in the appropriate  subsequent
calendar month) shall end on the last Business Day of the appropriate subsequent
calendar month.  Notwithstanding the foregoing:  (i) any Interest Period for any
Loan which would otherwise extend beyond the Revolving  Credit  Termination Date
shall end on the Revolving  Credit  Termination  Date; (ii) each Interest Period
that would  otherwise  end on a day which is not a Business Day shall end on the
immediately  succeeding  Business Day (or, if such next succeeding  Business Day
falls  in the next  succeeding  calendar  month,  on the  immediately  preceding
Business Day); and (iii) Borrower shall select the duration of Interest  Periods
in such a way so that  notwithstanding  clauses (i) and (ii) above,  no Interest
Period shall have a duration of less than one month.

     "Interest Rate Contract" shall mean any interest rate  agreement,  interest
rate collar  agreement,  interest  rate swap  agreement,  or other  agreement or
arrangement at any time entered

                                       6

<PAGE>

into by any or all  Borrowers  with any Lender (or any  Affiliate of a Lender or
Agent) that is designed to protect against fluctuations in interest rates.

     "Investments" is defined in Section 10.9 of this Agreement.

     "Lender" and "Lenders" is defined in the preamble to this Agreement.

     "Lien" shall mean,  with respect to any asset,  (a) any  mortgage,  deed of
trust,  lien,  pledge,  encumbrance,  charge or security  interest in or on such
asset,  (b) the  interest  of a vendor or a lessor  under any  conditional  sale
agreement,  capital lease or title retention  agreement  relating to such asset,
and (c) in the case of securities,  any purchase  option,  call,  restriction on
right to sell or similar right of a third party with respect to such securities.

     "LIBOR Rate" shall mean,  for any  Interest  Period with respect to a LIBOR
Rate Loan,  the rate per annum equal to the British  Bankers  Association  LIBOR
Rate ("BBA LIBOR"),  as published by Telerate (or other  commercially  available
source providing quotations of BBA LIBOR as designated by the Agent from time to
time) at approximately  11:00 a.m.,  London time, the first day of such Interest
Period, for GBP deposits with a term equivalent to such Interest Period. If such
rate is not  available  at such time for any reason,  then the "LIBOR  Rate" for
such Interest  Period shall be the rate per annum  determined by the Agent to be
the rate at which  deposits  in Euros  for  delivery  on the  first  day of such
Interest  Period in same day funds in the  approximate  amount of the LIBOR Rate
Loan being  made,  continued  or  converted  by Bank of America  and with a term
equivalent to such Interest Period would be offered by Bank of America's  London
Branch  to major  banks in the  London  interbank  market  at their  request  at
approximately  11:00 a.m.  (London time) on the first day of the commencement of
such Interest Period.

     "LIBOR  Rate Loan"  shall mean a Loan that  accrues  interest  at the LIBOR
Rate.

     "Loan" shall mean any Revolving  Loan or any advance under this  Agreement,
and "Loans" shall mean all Revolving Loans and advances thereunder collectively.

     "Loan Request" is defined in Section 4.8 of this Agreement.

     "Loan Documents" shall mean,  collectively,  this Agreement,  the Revolving
Notes, the Fee Letter,  the Pledge Agreements,  the Guaranty  Agreements and all
other documents,  agreements and instruments executed by any Borrower or Obligor
in favor  of the  Agent  or any  Lender  in  connection  with  the  transactions
contemplated by this Agreement.

     "Material Contracts" is defined in Section 7.10 of this Agreement.

     "Material  Subsidiaries"  shall  mean  the  following  Subsidiaries  of the
Borrower Agent:  (i) each of the US Borrowers  (other than the Borrower  Agent),
(ii) e-pay Limited, (iii) Transact Elektronische  Zahlungssysteme GmbH, (iv) EFT
Services Holdings B.V., and (viii) Euronet Services GmbH.

     "Maximum Rate" is defined in Section 13.11 of this Agreement.

                                       7

<PAGE>

     "Mobile Network Trust Arrangement" shall mean (i) the arrangements, whether
registered or  unregistered,  between  e-Pay  Limited,  the Law Debenture  Trust
Corporation  plc and certain  mobile  telephone  networks  in the UK,  including
Orange, Vodafone, O2, Virgin Mobile and T-Mobile pursuant to which e-pay Limited
collects  fees for mobile  telephone  top-ups,  holds cash and accounts for, and
distributes  cash amounts to, such  networks and itself;  (ii) any other similar
arrangements entered into from time to time.

     "Non-Consenting Lender" is defined in Section 13.9 of this Agreement.

     "Notes" shall mean the Revolving Notes.

     "Obligations"  shall mean all unpaid  principal  of and  accrued and unpaid
interest on the  Revolving  Notes,  all accrued and unpaid  Fees,  and all other
obligations  and  liabilities  of any  Borrower  to the Agent or any  Lender now
existing  or  hereafter  arising  under  the  Loan  Documents  and  any  Hedging
Agreements,   including,   without  limitation,   all  renewals,   replacements,
extensions and modifications thereof and thereto and any and all draws under any
letters of credit issued by the Bank of America for the account of a Borrower.

     "Obligor"  shall mean each Borrower and each direct or indirect  Subsidiary
of any Borrower which is a party to a Pledge Agreement or Guaranty Agreement.

     "Optional Currency" shall mean either (i) GBPs or (ii) Euros.

     "Participants" is defined in Section 13.5(d) of this Agreement.

     "Participating  Member  State"  means  any  member  state  of the  European
Communities  that  adopts or has  adopted  the euro as its  lawful  currency  in
accordance with legislation of the European  Community  relating to Economic and
Monetary Union.

     "PBGC" shall mean the Pension Benefit Guarantee Corporation referred to and
defined in ERISA.

     "Person" or "person" shall mean any natural person,  corporation,  business
trust, joint venture,  association,  company,  partnership or government, or any
agency or political subdivision thereof.

     "Pledge  Agreements"  shall mean each  pledge  agreement,  share  charge or
similar  agreement  by which (i) Euronet  Worldwide,  Inc.  pledges  100% of its
interest  in any U.S.  Subsidiary,  in favor of the Agent,  (ii)  PaySpot,  Inc.
pledges  100% of its  interest  in any U.S.  Subsidiary,  in favor of the Agent,
(iii) e-pay  Holdings,  Limited  pledges  100% of its  interest in e-pay Ltd, in
favor of the Agent,  (iv) Delta  Euronet  GmbH  pledges  100% of its interest in
Euronet Services GmbH, in favor of the Agent, (v) EFT Services  Holdings pledges
100% of its  interest  in Delta  Euronet  GmbH and any  other  pledge  agreement
entered into by any Borrower or other  Obligor in favor of the Agent as required
from time to time in accordance with the terms and conditions of this Agreement,
in  each  case as such  documents  may be  amended,  supplemented  or  otherwise
modified from time to time.

                                       8

<PAGE>

     "Pro Rata" shall mean a share of or in all Revolving Loans,  participations
in LC Outstandings,  liabilities,  payments, proceeds,  collections,  Collateral
and, which share for any Lender on any date shall be a percentage  (expressed as
a decimal, rounded to the ninth decimal place) arrived at by dividing the amount
of the Revolving Credit  Commitment of such Lender on such date by the aggregate
amount of all of the Revolving Credit Commitments of all Lenders on such date.

     "Qualifying  Lender" shall mean a Lender which is beneficially  entitled to
interest  payable to that Lender in respect of an advance  under a Loan Document
and is:

(a)  a Lender:

     (i)  which is a bank (as  defined  for the  purpose of  section  349 of the
          Taxes Act) making an advance under a Loan Document; or

     (ii) in respect of an advance  made under a Loan  Document by a person that
          was a bank (as  defined  for the  purpose of section  349 of the Taxes
          Act) at the time that that advance was made,

     and  which is  within  the  charge to  United  Kingdom  corporation  tax as
     respects any payments of interest made in respect of that advance; or

(b)  a Lender which is:

     (i)  a company  resident  in the  United  Kingdom  for United  Kingdom  tax
          purposes;

     (ii) a partnership each member of which is:

          (aa) a company so resident in the United Kingdom; or

          (bb) a company not so resident in the United  Kingdom which carries on
               a trade in the United Kingdom  through a permanent  establishment
               and which brings into account in computing its chargeable profits
               (for the purposes of section 11(2) of the Taxes Act) the whole of
               any share of  interest  payable in respect of that  advance  that
               falls to it by reason of sections 114 and 115 of the Taxes Act;

     (iii)a company  not so resident in the United  Kingdom  which  carries on a
          trade in the United  Kingdom  through a  permanent  establishment  and
          which brings into account  interest payable in respect of that advance
          in computing the chargeable profits (for the purposes of section 11(2)
          of the Taxes Act) of the company; or;

(c) a Treaty Lender.

     "RCRA" shall mean the Resource  Conservation  and Recovery Act, as the same
may be amended from time to time.

                                       9

<PAGE>

     "Related  Parties"  means,  with  respect  to  any  Person,  such  Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

     "Relevant  Interbank  Market"  means  in  relation  to Euro,  the  European
interbank market and, in relation to GBPs, the London interbank market.

     "Register" is defined in Section 13.5(c) of this Agreement.

     "Regulation T, U or X" shall mean  Regulation T, U or X,  respectively,  of
the Board of  Governors  of the Federal  Reserve  System as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulatory  Change"  shall mean,  with respect to the Agent or any Lender,
any change after the date of this  Agreement in United  States  federal or state
law or  regulations,  or the entry,  adoption,  or making after such date of any
order,  interpretation,  directive,  or request  of or under any  United  States
federal or state law or regulations  (whether or not having the force of law) by
any court or governmental or monetary  authority charged with the interpretation
or administration  thereof,  applying to a class of banks including Agent or any
Lender.

     "Reportable  Event" shall mean any reportable  event, as defined in Section
4043 of ERISA and the regulations  issued under such Section,  with respect to a
Defined Benefit Pension Plan,  excluding,  however,  such events as to which the
PBGC by regulation has waived the  requirement of Section  4043(a) of ERISA that
it be notified  within 30 days of the occurrence of such event;  provided that a
failure to meet the minimum  funding  standard of Section 412 of the Code and of
Section 302 of ERISA involving an amount aggregating  $50,000 or more shall be a
Reportable  Event  regardless of the issuance of any waiver in  accordance  with
Section 412(d) of the Code.

     "Required Lenders" shall mean at any date of determination thereof, Lenders
having Revolving Credit  Commitments  representing at least 51% of the aggregate
Revolving Credit Commitments at such time; provided, however, that if any Lender
shall be in breach of any of its  obligations  hereunder  to Borrowers or Agent,
including any breach  resulting  from its failure to honor its Revolving  Credit
Commitment in accordance with the terms of this Agreement,  then, for so long as
such breach continues, the term "Required Lenders" shall mean Lenders (excluding
each Lender that is in breach of its  obligations  under the  Agreement)  having
Revolving  Credit  Commitments  representing  at  least  51%  of  the  aggregate
Revolving Credit Commitments (excluding the Revolving Credit Commitments of each
Lender that is in breach of its  obligations  under the Agreement) at such time;
provided  further,  however,  that if the Commitments have been terminated,  the
term  "Required  Lenders" shall mean Lenders  (excluding  each Lender that is in
breach of its obligations  hereunder)  holding  Revolving Loans  representing at
least 51% of the aggregate  principal amount of all Revolving Loans  outstanding
at such time.

     "Reset Date" is defined in Section 3.3 of this Agreement.

     "Revolving Credit  Commitment" shall mean the aggregate of all UK Revolving
Credit Commitments of each Lender and all German Revolving Credit Commitments of
each  Lender

                                       10

<PAGE>

set forth on Schedule E-1 or such amount  reduced as provided in Section  2.1(a)
of this Agreement.

     "Revolving  Credit  Termination  Date" shall mean  October 25, 2006 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.

     "Revolving Loan" is defined in Section 2.1 of this Agreement.

     "Revolving Notes" is defined in Section 2.2 of this Agreement.

     "SEC" is defined in Section 8.4(e) of this Agreement.

     "Senior Notes" is defined in Section 7.15 of this Agreement.

     "Specified Time" shall be the time set forth on Schedule E-2.

     "subsidiary"  shall mean, with respect to any person (herein referred to as
the  "parent"),  any  corporation,  partnership,  association  or other business
entity (a) of which securities or other ownership  interests  representing  more
than fifty  percent  (50%) of the equity or more than fifty percent (50%) of the
voting  power  or more  than  fifty  percent  (50%) of the  general  partnership
interests are, at the time any determination is being made, owned, controlled or
held by the  parent,  or (b) which is,  at the time any  determination  is made,
otherwise  Controlled by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

     "Subsidiary"  shall  mean  any  subsidiary  of the  Borrower  Agent  or any
Borrower,  direct or indirect,  now  existing or hereafter  acquired or created,
whether a U.S. Subsidiary or a Foreign Subsidiary.

     "Subsidiary  Fixed Charge Covering Ratio" is defined in Section 9.2 of this
Agreement.

     "Sum" is defined in Section 3.5(a) of this Agreement.

     "TARGET" shall mean  Trans-European  Automated  Real-time Gross  Settlement
Express Transfer payment system.

     "TARGET Day" shall mean any day on which TARGET is open for the  settlement
of payments in euro.

     "Tax" shall mean any tax, levy, impost, duty or other charge or withholding
of a similar  nature  (including  any penalty or interest  payable in connection
with any failure to pay or any delay in paying any of the same).

                                       11

<PAGE>

     "Tax  Confirmation"  shall mean a confirmation  by a Lender that the person
beneficially  entitled  to  interest  payable  to that  Lender in  respect of an
advance under a Loan Document is either:

(a)  a company resident in the United Kingdom for United Kingdom tax purposes;

(b)  a partnership each member of which is:

     (i)  a company so resident in the United Kingdom; or

     (ii) a company  not so resident in the United  Kingdom  which  carries on a
          trade in the United  Kingdom  through a  permanent  establishment  and
          which brings into account in computing its chargeable profits (for the
          purposes of section  11(2) of the Taxes Act) the whole of any share of
          interest payable in respect of that advance that falls to it by reason
          of sections 114 and 115 of the Taxes Act; or

(c)  a company not so resident in the United Kingdom which carries on a trade in
     the United Kingdom through a permanent  establishment and which brings into
     account  interest  payable  in respect of that  advance  in  computing  the
     chargeable  profits (for the purposes of section 11(2) of the Taxes Act) of
     that company.

     "Tax Deduction"  shall mean a deduction or withholding for or on account of
a Tax from a payment under a Loan Document or a Hedging Agreement.

     "Taxes Act" shall mean the Income and Corporation Taxes Act 1988.

     "Treaty Lender" shall mean a Lender which:

(a)  is treated as a resident of a Treaty  State for the purposes of the Treaty;
     and

(b)  does not carry on a business  in the  United  Kingdom  through a  permanent
     establishment  with  which  that  Lender's  participation  in the  Loan  is
     effectively connected.

     "Treaty State" shall mean a jurisdiction having a double taxation agreement
(a Treaty) with the United Kingdom which makes provision for full exemption from
tax imposed by the United Kingdom on interest.

     "UK Mandatory Costs" shall mean the percentage rate per annum calculated by
the Agent in accordance with Schedule E-3.

     "UK Non-Bank Lender" shall mean:

(a)  a Lender which gives a Tax Confirmation  pursuant to Section  4.5(b)(viii);
     and

(b)  where a Lender  becomes  a party to this  Agreement  after the day on which
     this Agreement is entered into, a Lender which gives a Tax  Confirmation in
     the Assignment and Assumption which it executes on becoming a party to this
     Agreement.

                                       12

<PAGE>

     "UK  Revolving  Credit  Commitment"  shall  mean  the  aggregate  of all UK
Revolving Credit Commitments of each Lender forth on Schedule E-1 or such amount
reduced as provided in Section 2.1(a) of this Agreement.

     "UK Revolving Loan" is defined in Section 2.1 of this Agreement.

     "UK Revolving Notes" is defined in Section 2.2 of this Agreement.

     "Unpaid  Sum" means any sum due and payable but unpaid by an Obligor  under
the Loan Documents or Hedging Agreements.

     "US Borrowers" is defined in the third recital to this Agreement.

     "US Credit Agreement" is defined in the third recital to this Agreement.

     "U.S.  Subsidiary"  shall mean a  subsidiary  of any Person  organized  and
existing under the laws of the United States of America or any state thereof..


                                       13

<PAGE>

                                                                    Schedule E-1



                       I. UK Revolving Credit Commitments

--------------------------------------------------------------------------
               Lender                     Revolving Credit Commitment

--------------------------------------------------------------------------
         Bank of America, N.A.                    $20,000,000

--------------------------------------------------------------------------


                    II. German Revolving Credit Commitments


--------------------------------------------------------------------------
               Lender                     Revolving Credit Commitment

--------------------------------------------------------------------------
         Bank of America, N.A.                    $10,000,000

--------------------------------------------------------------------------



                                       14
<PAGE>

                                                                    Schedule E-2



                                 Specified Time


--------------------------------------------------------------------------------
        Activity              Loans in GBP               Loans in Euro

--------------------------------------------------------------------------------
Agent Determines amount    the first day of the       two Business Days prior
of Loan in accordance      relevant Interest Period   to the commencement of
with Section 3.3                                      the relevant Interest
                                                      Period

--------------------------------------------------------------------------------

                                       15






<PAGE>

                                                                    Schedule E-3



                           UK Mandatory Costs Formula



1.   The  Mandatory  Cost is an  addition  to the  interest  rate to  compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England  and/or the Financial  Services  Authority (or, in either case, any
     other  authority  which  replaces all or any of its  functions)  or (b) the
     requirements of the European Central Bank.

2.   On  the  first  day  of  each  Interest  Period  (or as  soon  as  possible
     thereafter) the Agent shall  calculate,  as a percentage  rate, a rate (the
     "Additional Cost Rate") for each Lender,  in accordance with the paragraphs
     set out below.  The  Mandatory  Cost will be  calculated  by the Agent as a
     weighted  average  of the  Lenders'  Additional  Cost  Rates  (weighted  in
     proportion to the percentage  participation  of each Lender in the relevant
     Revolving Loan) and will be expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating  Member State will be the percentage  notified by that Lender
     to the Agent.  This  percentage  will be  certified  by that  Lender in its
     notice  to  the  Agent  to be its  reasonable  determination  of  the  cost
     (expressed as a percentage of that Lender's participation in all Loans made
     from  that  Facility   Office)  of  complying  with  the  minimum   reserve
     requirements  of the  European  Central  Bank in respect of loans made from
     that Facility Office.

4.   The Additional  Cost Rate for any Lender lending from a Facility  Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a UK Revolving Loan:

          AB + C(B - D) + E x 0.01 per cent per annum
          ------------------------
               100 - (A + C)

     (b) in relation to a Revolving Loan in any currency other than GBP:

         Ex   percent per annum
         --
         0.01
         ----
         300



     Where:

     A    is the  percentage of Eligible  Liabilities  (assuming  these to be in
          excess of any stated  minimum)  which that Lender is from time to time
          required to maintain as

                                       16

<PAGE>

          an interest free cash ratio deposit with the Bank of England to comply
          with cash ratio requirements.

     B    is the percentage  rate of interest  (excluding the Applicable  Margin
          and the Mandatory  Cost and, if the  Revolving  Loan is an Unpaid Sum,
          the additional  rate of interest  specified in paragraph (b) of Clause
          4.3 (Default  interest))  payable for the relevant  Interest Period on
          the Revolving Loan.

     C    is the percentage (if any) of Eligible  Liabilities  which that Lender
          is required from time to time to maintain as interest  bearing Special
          Deposits with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest bearing Special Deposits.

     E    is designed to compensate  Lenders for amounts  payable under the Fees
          Rules and is  calculated by the Agent as being the average of the most
          recent rates of charge  supplied by the  Reference  Banks to the Agent
          pursuant   to   paragraph  7  below  and   expressed   in  pounds  per
          (pound)1,000,000.

5. For the purposes of this Schedule:

     (a)  Eligible  Liabilities and Special  Deposits have the meanings given to
          them from time to time under or  pursuant  to the Bank of England  Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  Fees  Rules  means the rules on  periodic  fees  contained  in the FSA
          Supervision  Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits;

     (c)  Fee Tariffs  means the fee tariffs  specified  in the Fees Rules under
          the activity group A.1 Deposit acceptors  (ignoring any minimum fee or
          zero rated fee  required  pursuant  to the Fees Rules but taking  into
          account any applicable discount rate); and

     (d)  Tariff Base has the meaning  given to it in, and will be calculated in
          accordance with, the Fees Rules.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages  (i.e. 5 per cent.  will be included in the formula
     as 5 and not as 0.05). A negative  result  obtained by subtracting D from B
     shall be taken as zero.  The  resulting  figures  shall be  rounded to four
     decimal places.

7.   If  requested  by  the  Agent,  each  Reference  Bank  shall,  as  soon  as
     practicable after publication by the Financial Services  Authority,  supply
     to the  Agent,  the rate of charge  payable by that  Reference  Bank to the
     Financial  Services  Authority pursuant to the Fees Rules in respect of the
     relevant financial year of the Financial Services Authority (calculated for
     this purpose by that Reference Bank as being the average of the Fee

                                       17


<PAGE>

     Tariffs  applicable to that  Reference  Bank for that  financial  year) and
     expressed  in  pounds  per  (pound)1,000,000  of the  Tariff  Base  of that
     Reference Bank.

8.   Each  Lender  shall  supply any  information  required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation,  each Lender shall supply the following information on or prior
     to the date on which it becomes a Lender:

     (a)  the jurisdiction of its Facility Office; and

     (b)  any other  information that the Agent may reasonably  require for such
          purpose.

     Each  Lender  shall  promptly  notify  the  Agent  of  any  change  to  the
     information provided by it pursuant to this paragraph.

9.   The  percentages  of each  Lender for the  purpose of A and C above and the
     rates of charge of each  Reference Bank for the purpose of E above shall be
     determined by the Agent based upon the information  supplied to it pursuant
     to  paragraphs 7 and 8 above and on the  assumption  that,  unless a Lender
     notifies the Agent to the contrary,  each Lender's  obligations in relation
     to cash ratio  deposits  and  Special  Deposits  are the same as those of a
     typical bank from its jurisdiction of incorporation  with a Facility Office
     in the same jurisdiction as its Facility Office.

10.  The Agent  shall  have no  liability  to any  person if such  determination
     results in an  Additional  Cost Rate which  over or under  compensates  any
     Lender and shall be entitled to assume that the information provided by any
     Lender or Reference  Bank  pursuant to  paragraphs 3, 7 and 8 above is true
     and correct in all respects.

11.  The Agent shall  distribute the additional  amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional  Cost Rate
     for each Lender based on the  information  provided by each Lender and each
     Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.  Any  determination  by the Agent pursuant to this Schedule in relation to a
     formula,  the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Lender shall,  in the absence of manifest  error,  be  conclusive  and
     binding on all parties to this Agreement.

13.  The Agent may from time to time, after consultation with the Borrower Agent
     and the Lenders,  determine and notify to all Parties any amendments  which
     are required to be made to this Schedule in order to comply with any change
     in law,  regulation  or any  requirements  from time to time imposed by the
     Bank of England,  the Financial  Services Authority or the European Central
     Bank (or, in any case, any other authority which replaces all or any of its
     functions)  and any such  determination  shall,  in the absence of manifest
     error, be conclusive and binding on all parties to this Agreement.


                                       18

<PAGE>

                                   Exhibit 2.2

                                 Revolving Note






                                       19

<PAGE>

                                 Exhibit 4.8-A

                       Notice of Borrowing, Prepayment or
                           Termination of Commitment







                                       20
<PAGE>

                                 Exhibit 4.8-B

                             Notice of Continuation









                                       21

<PAGE>

                                   Exhibit 8.4

                             Compliance Certificate







                                       22



<PAGE>

                                  Schedule 7.4

                             Environmental Matters

                                     None.






                                       23

<PAGE>

                                  Schedule 7.5

                              Financial Statements







                                       24
<PAGE>

                                  Schedule 7.8

                              Corporate Structure





                                       25

<PAGE>

                                 Schedule 10.1

                             Existing Indebtedness






                                       26

<PAGE>

                                  Schedule 10.2

                                 Existing Liens






                                       27

<PAGE>

                                  Schedule 10.9

                        Loans, Advances and Investments


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