EXHIBIT 10.25



 Exhibit 10.25 
  
 AMENDMENT NO. 3 
 TO 
 $10,000,000 U.S. CREDIT AGREEMENT 
  
 THIS AMENDMENT NO. 3 dated as of May 25, 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,
Prepaid Concepts, Inc., a California corporation, Call Processing, Inc., a Texas 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 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 and that certain Limited Waiver dated as of May 17, 2005(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. AMENDMENTS. 
  
 2.1 Section 10.9 of the Credit Agreement is hereby amended by amending and restating the introductory phrase of such Section in its entirety to read as follows: 
  
 “10.9 Loans, Advances and Investments. Not make, nor permit any
of its Subsidiairies that are Obligor to 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: 
  
 2.2 Section 10.9(g) of the Credit Agreement is hereby amended by amending and restating such Section in its entirety to read as follows: 
  
 “(g) (i) Investments of the Borrowers or any other Obligors in or to (A) any one or more Borrowers or Obligors pursuant
to this Agreement (provided that the conditions set forth in Section 8.10 have been satisfied with respect to any such Obligors that are Required Guarantors) or (B) any one or more “Obligors” pursuant to the Euro Credit Agreement
(provided that the conditions set forth in Section 8.10 of the Euro Credit Agreement have been satisfied with respect to any such “Obligors” that are Required Guarantors); or 
  
 (ii) In addition to those Investments existing on the Closing Date as set forth on Schedule 4.5(a) to Amendment No. 3 to
this Agreement, the Borrowers and any other Obligor may collectively make additional Investments of up to Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate from the Closing Date through the Revolving Credit Termination Date in
all (A) Required Guarantors that fail to become guarantors as provided in Section 8.10 (provided that such failure has been properly waived in accordance with Section 13.9) and (B) Foreign Subsidiaries that are not Required Guarantors,
in each case including all items listed in Schedule 4.5(b) to Amendment No. 3 to this Agreement. To the extent that any such Investments are intercompany loans or advances, such loans and advances shall count against the limitation in the preceding
sentence only to the extent such loans or advances have not been repaid;” 
  
 2.3 Section 10.10 of the Credit Agreement is hereby amended by amending and restating such Section in its entirety to read as follows: 
  
 “10.10 Negative Pledge. Not permit to exist any Lien on any of its property or the property of any other Euronet
Entity, except as permitted under Section 10.2 above. On the request of the Agent, the Borrowers will, and the Borrowers will cause the other Euronet Entities to, 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.” 
  
 2.4 Exhibit 1 to the Credit Agreement is hereby amended by amending and restating the definition of “Obligor” in its entirety to read as follows: 
  
 “Obligor” shall mean each Borrower, and each direct or
indirect Subsidiary of any Borrower which is a party to a Pledge Agreement, or party to any guaranty agreement, security agreement, mortgage, deed of trust or other document or instrument provided to the Agent in support of the Borrowers’
Obligations pursuant to this Agreement and the other Loan Documents. 
  
 2.5 Exhibit 1 to the Credit Agreement is hereby amended by inserting the following new defined term in the appropriate alphabetical order: 
  
 “Required Guarantor” shall have the meaning assigned to such term in the Euro Credit Agreement. 







 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. 
  
 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. 







 4.5 (i) Schedule 4.5(a) hereto sets forth all Investments by the Holding Company Borrower,
any other Borrower or any Required Guarantor existing on October 25, 2004 in (A) any Required Guarantor that has failed to become a guarantor as provided in Section 8.10 and (B) any Foreign Subsidiaries that is not a Required Guarantor; and

  
 (ii) Schedule 4.5(b) hereto sets forth all Investments
made by the Holding Company Borrower, any other Borrower or any Required Guarantor after October 25, 2004 to, and including, the date hereof in (A) any Required Guarantor that has failed to become a guarantor as provided in Section 8.10 and
(B) any Foreign Subsidiaries that is not a Required Guarantor. 
  
 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: 
  
 7.1 the execution and delivery
of this Amendment, whether the same or different copies, by each Borrower and Lender; and 
  
 7.2 the Holding Company Borrower providing to the Agent a pro forma Compliance Certificate in form and substance satisfactory to the Agent, demonstrating that the Borrowers will be, after giving effect to this
Amendment, in compliance with each of the financial covenants set forth in Article 9 of the Credit Agreement. 
  
 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. 







 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
		
	 	 	PREPAID CONCEPTS, INC.,
	 	 	a California corporation
			
	 	 	By:	 	 /s/ Jeff Newman


	 	 	Name:	 	Jeff Newman
	 	 	Title:	 	Vice President
		
	 	 	CALL PROCESSING, INC.,
	 	 	a Texas corporation
			
	 	 	By:	 	 /s/ Rick Weller


	 	 	Name:	 	Rick Weller
	 	 	Title:	 	Vice President

  
 Signature Page to
Amendment No. 3 to U.S. Credit Agreement 








					
	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. 3 to U.S. Credit Agreement 







 Schedule 4.5(a)