SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Second Amendment to Revolving Credit Agreement ("Amendment") is made
as of June 28, 2001 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 (as amended to the date hereof, 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 December 28, 2001 (and
if such date falling eighteen 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 June 28, 2002 (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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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THE LENDERS:
DST SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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HUNGARIAN AMERICAN ENTERPRISE FUND
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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