exv10w31



 






Exhibit 10.31




AMENDMENT NO. 5

TO

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




     This Amendment No. 5 dated as of July 15, 2005 (this “Amendment”), is entered into by
and among Euronet Worldwide, Inc., a Delaware corporation, as Borrower Agent and as a Borrower,
PaySpot, Inc., a Delaware corporation, Euronet USA, Inc., an Arkansas corporation, Call Processing,
Inc., a Texas corporation and TELECOMMUSA, LTD., a North Carolina corporation (each a “Borrower”,
and collectively, the “Borrowers”), and Bank of America, N.A., a national banking association, as
agent and as a lender (the “Lender”).



Recitals




     A. The Borrowers and the Lender, as agent and a lender have entered into that certain
$10,000,000 U.S. Credit Agreement dated as of October 25, 2004, as amended, supplemented or
otherwise modified by that certain Amendment No. 1 and Limited Waiver, dated as of December 14,
2004, that certain Limited Waiver dated as of December 23, 2004, that certain Limited Waiver dated
as of February 10, 2005, that certain Amendment No. 2 dated as of March 14, 2005, that certain
Limited Waiver dated as of April 14, 2005, that certain Limited Waiver dated as of May 11, 2005,
that certain Limited Waiver dated as of May 17, 2005, that certain Amendment No. 3 dated as of May
25, 2005, that certain Amendment No. 4 dated as June 8, 2005, that certain Limited Waiver dated as
of June 9, 2005 and that certain Supplement No. 1 dated as of June 15, 2005 (as so amended,
supplemented and modified, the “Credit Agreement”).



     B. The Borrowers have requested that the Lender grant the amendment to the Credit Agreement as
more fully described herein.



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



Agreement




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



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




SECTION 2. Amendment.  Section 10.1(f) of the Credit Agreement is hereby amended by
amending and restating such Section in its entirety to read as follows:





     ”(f) Indebtedness in respect of performance bonds and surety bonds incurred in
the ordinary course of the Borrowers’ business;”



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SECTION 3. Limitations on Amendment.




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



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



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




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



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



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



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



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



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



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



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



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

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




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Exhibit 10.31




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



	 	 	 	 	 
	BORROWERS:	EURONET WORLDWIDE, INC.,

a Delaware corporation

 	 
	 	By:  	/s/  Rick Weller
 	 
	 	 	Name:  	Rick Weller 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	PAYSPOT, INC.

a Delaware corporation

 	 
	 	By:  	/s/  Jeff Newman
 	 
	 	 	Name:  	Jeff Newman 	 
	 	 	Title:  	Vice President 	 
	 
	 	EURONET USA, INC.

an Arkansas corporation

 	 
	 	By:  	/s/  Jeff Newman
 	 
	 	 	Name:  	Jeff Newman 	 
	 	 	Title:  	Vice President 	 
	 
	 	CALL PROCESSING, INC.

a Texas corporation

 	 
	 	By:  	/s/  Rick Weller
 	 
	 	 	Name:  	Rick Weller 	 
	 	 	Title:  	Vice President 	 
	 
	 	TELECOMMUSA, LTD.

a North Carolina corporation

 	 
	 	By:  	/s/ Rick Weller
 	 
	 	 	Name:  	Rick Weller 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	AGENT AND LENDER:	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/  John P. Mills
 	 
	 	 	Name:  	John P. Mills 	 
	 	 	Title:  	Vice President 	 
	 




Signature Page to Amendment
No. 5 to U.S. Credit Agreement