Exhibit 10-2
Amendment to Revolving Credit Agreement
This Amendment to Revolving Credit Agreement ("Amendment") is made as of
December [28], 2000 by and among Euronet Services Inc., a Delaware corporation
(the "Borrower"); DST Systems, Inc., a Delaware corporation ("DST"); Hungarian
American Enterprise Fund, a Delaware corporation ("HAEF"); and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
("▇▇. ▇▇▇▇▇"). DST, HAEF and ▇▇. ▇▇▇▇▇ are sometimes collectively referred to
as the "Lenders" and individually as a "Lender." The Borrower and the Lenders
are sometimes referred to collectively herein as the "Parties"
RECITALS
--------
The Borrower and the Lenders entered into a Revolving Credit Agreement dated as
of June 28, 2000 (the "Credit Agreement");
The Borrower and the Lenders wish to modify the terms of the Credit Agreement;
Now therefore, in consideration of the mutual covenants herein contained, the
Parties agree as follows:
1. Amendments to Credit Agreement
------------------------------
1.1 Unless otherwise provided herein, capitalized terms that are not defined
herein shall have the meanings set forth in the Credit Agreement.
1.2 In Article I of the Credit Agreement, the definitions of "Borrowing Date"
and "Maturity Date" are deleted and replaced, respectively, by the
following:
"Borrowing Date" means a date on which an Advance is made hereunder,
provided that no Borrowing Date may occur later than the date falling
twelve months after the date hereof (and if such date falling twelve months
after the date hereof is not a Business Day, the final Borrowing Date may
occur on the next succeeding Business Day).
"Maturity Date" means December 28, 2001 (provided that the Maturity Date
may be accelerated to an earlier date under Section 2.1.4, and provided
-------------
further that if such date is not a Business Day, the Maturity Date shall be
the next succeeding Business Day).
1.3 Immediately following the execution of this Agreement, the Borrower
shall exchange the Note issued to each Lender for a new Note, amended to
reflect the new Maturity Date indicated above.
1.4 Except as provided herein, the terms of the Credit Agreement are
ratified and confirmed.
2. Consideration for Extensions of Time
--------------------------------------
2.1 In consideration of the extensions of time provided in Section 1, the
Borrower shall, on the date this Amendment is executed by all of the
Lenders, execute and deliver to the Lenders:
(i) an amendment to the Warrants issued to each Lender, in form and
substance satisfactory to each Lender extending the expiration
date of the Warrants issued to such Lender to the new Maturity
Date;
(ii) new warrants to purchase 100,000 shares of the common stock of
the Lender on the terms and conditions set forth in Section 12.1
of the Credit Agreement. Such warrants shall be issued to the
Lenders in proportion to their Pro-Rata Shares, and shall be
considered "Warrants" as such term is defined in Article I of the
Credit Agreement.
3. Miscellaneous
-------------
3.1 The Parties agree that this Amendment shall be considered a "Loan Document"
and that the interpretive provisions of the Credit Agreement relating to
Loan Documents shall apply to this Amendment, including, without
limitation, Section 8.11 (Choice of Law) and Section 8.12 (Consent to
Jurisdiction).
In witness whereof the Parties have executed this Amendment on the date first
above written.
The Borrower:
Euronet Services Inc.
By: ________________________
The Lenders:
DST Systems, Inc.
By:_________________________
Hungarian American Enterprise Fund
By:_______________________________
▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇