exv10w34



 






Exhibit 10.34




AMENDMENT NO. 7

TO

$40,000,000 EURO/GBP CREDIT AGREEMENT




     This Amendment No. 7 dated as of September 28, 2005 (this “Amendment”), is entered
into by and among Euronet Worldwide, Inc., as Borrower Agent (the “Borrower
Agent”), e-pay Holdings Limited and Delta Euronet GmbH (each a “Borrower”, and collectively, the
"Borrowers”) and Bank of America, N.A. (“Bank of America”), as agent and a Lender (the “Lender”).



Recitals




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



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



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



Agreement




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



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




SECTION 2.Amendment. 




     2.1 Section 8.4(d) of the Credit Agreement is hereby amended by replacing the term
“Subordinated Securities Documents” in such Section with the term “Convertible Debenture
Documents”.



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     2.2 Section 8.5 of the Credit Agreement is hereby amended by replacing the term “Subordinated
Securities Documents” in such Section with the term “Convertible Debenture Document”.



     2.3 Section 9.1(a)(i) of the Credit Agreement is hereby amended by amending and restating the
definition of “Senior Funded Debt” in such Section in its entirety to read as follows:


“Senior Funded Debt” means, without duplication, all long term and current Indebtedness of the
Euronet Entities as described in subsections (i), (iii), (iv), (v) and (vi) of the definition of
“Indebtedness” set forth in Exhibit 1 hereto (including Indebtedness to shareholders), less any
proceeds of any Indebtedness incurred by the Holding Company Borrower in connection with the
issuance and sale of the Convertible Senior Debentures held by the Holding Company Borrower in the
Proceeds Account, and excluding (A) Indebtedness incurred pursuant to Convertible Debentures
permitted by Section 10.1(n) of the US Credit Agreement, (B) any Indebtedness as described in
subsection (iv) of the definition of “Indebtedness” to the extent such Indebtedness is already
included in subsections (i) or (iii) of the definition of “Indebtedness”, (C) any Indebtedness as
described in subsection (v) of the definition of “Indebtedness” to the extent such Indebtedness is
already included in subsections (i), (iii) or (iv) of the definition of “Indebtedness” and (D) any
Indebtedness as described in subsections (iv) and (v) of the definition of “Indebtedness” to the
extent such Indebtedness secures or guarantees Indebtedness described in subsection (ii) of the
definition of “Indebtedness” or is Indebtedness described in Section 10.1(i), Section 10.2(o) and
Section 10.2(p).




     2.4 Section 9.1(a)(ii) of the Credit Agreement is hereby amended by amending and restating the
definition of “Total Funded Debt” in such Section in its entirety to read as follows:


“Total Funded Debt” means, without duplication, all Senior Funded Debt plus any Indebtedness
incurred pursuant to Convertible Debentures permitted by Section 10.1(n) of the US Credit Agreement
less any proceeds of any Indebtedness incurred by the Holding Company Borrower in connection with
the issuance and sale of the Convertible Debentures permitted by Section 10.1(n) of the US Credit
Agreement held by the Holding Company Borrower in the Proceeds Account.”




     2.5 Section 9.2 of the Credit Agreement is hereby amended by replacing the phrase “33 1/3% of
the German Revolving Credit Commitments” with the phrase “20% of the German Revolving Credit
Commitments”.



     2.6 Sections 10.1 of the Credit Agreement is hereby amended by replacing the term
“Subordinated Securities Document” in the proviso at the end of such Section with the term
“Convertible Debenture Document”.



     2.7 Sections 10.2 of the Credit Agreement is hereby amended by replacing the term
“Subordinated Securities Documents” in the second proviso in the last paragraph of such Section
with the term “Convertible Debenture Document”.



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     2.8 Sections 10.9 of the Credit Agreement is hereby amended by replacing the term
“Subordinated Securities Document” in the last paragraph of such Section with the term “Convertible
Debenture Document”.



     2.9 Sections 11.1(j) of the Credit Agreement is hereby amended by replacing the term
“Subordinated Securities Document” in such Section with the term “Convertible Debenture Document”.



     2.10 Section 11.2 of the Credit Agreement is hereby amended by replacing the phrase “paragraph
(e) or (f) of Section 11.1 above” in each place it appears in such Section with the phrase
"paragraphs (e), (f) or (k) of Section 11.1 above and, in the case of an event described in
paragraph (k) of Section 11.1, the effect of such event is to accelerate the maturity of any
Indebtedness pursuant to the US Credit Agreement”



     2.11 Exhibit 1 to the Credit Agreement is hereby amended by deleting the defined terms
“Subordinated Indenture”, “Subordinated Securities” and “Subordinated Securities Documents”.



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



     "Convertible Debenture Indenture” shall mean the Indenture between the Borrower Agent, and US
Bank National Association, as trustee with respect to the Convertible Debentures, as the same may
be amended, restated, supplemented or otherwise modified in accordance with the terms of this
Agreement.



     "Convertible Debentures” shall mean the convertible debentures issued by the Borrower Agent,
at any time or from time to time, in the maximum aggregate principal amount not to exceed
$175,000,000, that are expressly subordinated to the Obligations pursuant to this Agreement and the
“Obligations” pursuant to the US Credit Agreement, and that are issued pursuant to documentation in
form and substance satisfactory to the Agent in its sole discretion, in each case as the same may
be amended, restated, supplemented or otherwise modified in accordance with the terms of this
Agreement. “Convertible Debentures” do not include the “Convertible Senior Debentures”.



     "Convertible Debenture Documents” shall mean the Convertible Debenture Indenture and the
Convertible Debentures.



SECTION 3. Limitations on Amendments.




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



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



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




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



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



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



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


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



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




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



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



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




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




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Exhibit 10.34




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



	 	 	 	 	 
	BORROWER AGENT:	EURONET WORLDWIDE, INC.

a Delaware corporation

 	 
	 	By:  	/s/  Rick Weller
 	 
	 	 	Name:  	Rick Weller 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	BORROWERS:	E-PAY HOLDINGS LIMITED

a limited liability company incorporated in 

England and Wales

 	 
	 	By:  	/s/ Jeff Newman
 	 
	 	 	Name:  	Jeff Newman 	 
	 	 	Title:  	Director 	 
	 
	 	DELTA EURONET GMBH.

a German company with limited liability

 	 
	 	By:  	/s/  Rick Weller
 	 
	 	 	Name:  	Rick Weller 	 
	 	 	Title:  	Director 	 
	 
	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. 7 to Euro Credit Agreement