THIS AMENDMENT NO.
2, dated as of February 18, 2009 (this “
Amendment ”), of that certain Credit Agreement
referenced below is by and among Euronet Worldwide, Inc., a
Delaware corporation (“ EWI ”), certain
Subsidiaries and Affiliates of EWI identified herein, as Borrowers
and Guarantors, the undersigned Lenders, Bank of America, N.A., as
Administrative Agent for Domestic Loan Obligations and F/X
Obligations and, acting through its Mumbai Branch, as
Administrative Agent for all India Obligations, and Bank of
America, as Collateral Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings provided in the
Credit Agreement.
WHEREAS,
multicurrency revolving and institutional term loan facilities have
been established in favor of the Borrowers pursuant to the terms of
that certain Credit Agreement, dated as of April 4, 2007 (as
amended, restated, extended, supplemented or otherwise modified
from time to time, the “ Credit Agreement ”),
among the Borrowers named therein, the Guarantors named therein,
the Lenders identified therein, Bank of America, N.A., as
Administrative Agent for Domestic Loan Obligations and F/X
Obligations and, acting through its Mumbai Branch, as
Administrative Agent for all India Obligations, and Bank of
America, as Collateral Agent;
WHEREAS, EWI has
requested certain modifications to the Credit Agreement;
WHEREAS, the
Lenders have agreed to the requested modifications on the terms and
conditions set forth herein;
NOW, THEREFORE, in
consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
Acknowledgment . Section 2.06(b)(vi) of the Credit
Agreement provides for certain mandatory prepayments and
termination of Commitments unless certain conditions are satisfied
with respect to the Convertible Debentures, including demonstration
by EWI of sufficient liquidity and pro forma compliance with the
financial covenants. Acknowledgment is hereby given that EWI has
satisfied the conditions in subclause (B) of
Section 2.06(b)(vi) such that no mandatory prepayment is
required in respect of the next Repurchase Date for the Convertible
Debentures.
2.
Amendments to the Credit Agreement . The Credit Agreement is
amended as follows:
2.1
Section 1.01 (Definitions) is amended in the following
respects:
(a) The definition
of “Consolidated EBITDA” is amended to read as
follows:
“
Consolidated EBITDA ” means, for any period for the
Consolidated Group, without duplication, the sum of
(i) operating income, plus (ii) depreciation,
plus (iii) amortization, plus (iv) interest
income from the operations of the Prepaid Processing Segment,
plus (v) certain one-time non-cash charges with the
consent of the Administrative Agent and the Required Lenders,
plus (vi) non-cash expenses recognized pursuant to FASB
Statement No. 123(R) (Share-Based Payments) plus
(vii) net income from joint ventures and other minority
interests owned by members of the Consolidated Group when and as
earned and received plus (viii) to the extent deducted
in the calculation of operating income, charges resulting from the
proposed acquisition of MoneyGram International, Inc. in an
aggregate amount not to exceed $4 million plus
(ix)
to the extent
deducted in the calculation of operating income, one-time non-cash
charges for impairment of goodwill or other intangible assets taken
during the period ending December 31, 2008 and thereafter;
provided that (A) appropriate adjustments will be made in
subsequent periods where cash payments are subsequently made in
respect of non-cash charges previously excluded under clauses
(v) and (vi) and (B) such calculations to exclude
the effect of extraordinary gains and losses and tax effects
relating thereto Except as otherwise expressly provided, the
applicable period shall be the four consecutive fiscal quarters
ending as of the date of determination.
(b) The
“except” clause in the definition of “Debt
Transactions” is amended to read as follows:
, except for
Funded Debt permitted to be incurred pursuant to clauses ( a
) through ( o ) of Section 8.03 .
(c) Clause
(f) of the definition of “Equity Transactions” is
amended to read as follows:
(f) of Capital
Stock the proceeds of which are used to make payments permitted on
the Convertible Debentures in accordance with
Section 8.10(b)(iii) , Section 8.10(b)(iv)
or the “Notwithstanding” sentence at the end of Section
8.10.
(d) The definition
of “Permitted Disposition” is amended by deleting the
“and” at the end of clause (b), relabeling clause
(c) as clause (d), and adding a new clause (c) to read as
follows:
(c) the
contribution of all or any portion of the assets of, or the equity
interests in, certain subsidiaries organized and operating in Spain
(including Euronet Movilcarga S.L. and Euronet Telerecarga, S.L.)
into a non-wholly owned joint venture otherwise permitted
hereunder; and
2.2 In
Section 2.06(b)(ii)(B) (Prepayments), the reference to
“clause (b)” in the first parenthetical is amended to
be a reference to “clause (b) or (c)”.
2.3 In
Section 7.11 (Use of Proceeds), the proviso is amended to read
as follows:
provided that, notwithstanding anything contained herein
to the contrary, Credit Extensions may not be used for the
repurchase or redemption of the Convertible Debentures (it being
understood that Credit Extensions shall not be deemed to have been
so used solely because Credit Extensions are outstanding at the
time of such repurchases or redemptions).
2.4
Section 8.01 (Liens) is amended in the following
respects:
(a) Subclause
(m) is amended to read as follows:
(m) rights or
Liens granted to (1) vendors or suppliers of products, content
or services distributed or provided through processing networks of
the Consolidated Group (including, without limitation, those that
supply PIN’s, on-line mobile or long distance phone time
(including, without limitation, telephone operators and other
vendors or suppliers, including Transport for London; distributors
of prepaid music, television and
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other services;
and issuers of gift cards and other stored value cards)) in the
products or content supplied (including, without limitation, PIN
inventory, PIN accounts receivable (including the rights and Liens
of mobile operators in the Mobile Network Trust Arrangement) and
any restricted cash accounts associated with the purchase or sale
of those products or content or (2) correspondent payout
agents to facilitate money transfers;
(b) Subclause
(o) is amended to read as follows:
(o) cash
collateral in an aggregate amount of up to €
35 million to secure letters of
credit or bank guarantees permitted by
Section 8.03(l);
2.5
Section 8.02 (Investments) is amended in the following
respects:
(a) Clause
(i) is amended in the following respects:
(1) In subclause
(i), the references to “$25 million” are amended
to read “$50 million”; and
(2) Subclause
(iii) is amended to read “Foreign Subsidiaries that are
organized and operating under the laws of the Peoples Republic of
China, whether or not wholly-owned and whether or not a Guarantor,
in an aggregate principal amount not to exceed an amount equal to
the remainder of $50 million minus the aggregate amount of
Indebtedness outstanding under Sections 8.03(e)(iii)(A) and
8.03(o)(iv)”.
(b) Clause
(j) is amended to change the section reference at the end of
the section from “ Section 8.03(m) ” to
“ Section 8.03(n) ”.
(c) The existing
subclause (m) is relabeled as subclause (n) and a new
subclause (m) is added as follows:
(m) the
contribution of all or any portion of the assets of, or the equity
interests in, certain subsidiaries organized and operating in Spain
(including Euronet Movilcarga, S.L. and Euronet Telerecarga, S.L.)
into a non-wholly owned joint venture otherwise permitted
hereunder; and
2.6
Section 8.03 (Indebtedness) is amended in the following
respects:
(a) Subclause
(iv) of clause (c) is amended to read as
follows:
(iv) the
covenants, terms and provisions of the indenture, note purchase
agreement, credit agreement or other governing instrument will not
be less favorable to EWI and the Consolidated Group, in any
material respect, than the indenture governing the Convertible
Subordinated Debentures; provided that the conversion rate may be
less favorable to EWI and the Consolidated Group;
(b) Subclause
(iii) of the proviso of clause (e) is amended to read as
follows:
(iii) the
aggregate principal amount of all such Indebtedness shall not
exceed (A) in the case of members of the Consolidated Group
organized and operating in the Peoples Republic of China, an
amount, at any time, equal to the remainder of $50 million minus
the aggregate amount of Investments under Section 8.02(i)(iii)
and the aggregate amount
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of Indebtedness
outstanding under Section 8.03(o)(iv), and (B) in the
case of members of the Consolidated Group other than members that
are organized and operating in the Peoples Republic of China,
$40 million at any time;
(c) Clause
(l) is amended to read as follows:
(l) Indebtedness
of up to €
35 million under letters of
credit or bank guaranties (net of cash collateral provided
therefor) required by (1) vendors or suppliers of products,
content or services distributed or provided through processing
networks of the Consolidated Group (including, without limitation,
those that supply PIN’s, on-line mobile or long distance
phone time (including, without limitation, telephone operators and
other vendors or suppliers, including Transport for London;
distributors of prepaid music, television and other services; and
issuers of gift cards and other stored value cards)) in the
products or content supplied (including, without limitation, PIN
inventory, PIN accounts receivable (including the rights and Liens
of mobile operators in the Mobile Network Trust Arrangement) and
any restricted cash accounts associated with the purchase or sale
of those products or content or (2) correspondent payout
agents to facilitate money transfers;
(d) Clause
(o) is amended to read as follows:
(o) other Funded
Debt not contemplated in the foregoing clauses of this Section in
an aggregate principal amount not to exceed (i) $10 million,
in the case of EWI, (ii) $5 million, in the case of any member
of the Consolidated Group other than EWI and members of the
Consolidated Group that are organized and operating in the Peoples
Republic of China, (iii) $30 million in the aggregate for all
members of the Consolidated Group other than EWI and members of the
Consolidated Group that are organized and operating in the Peoples
Republic of China, and (iv) an amount, at any time, equal to
the remainder of $50 million minus the aggregate amount of
Investments under Section 8.02(i)(iii) and the aggregate
amount of Indebtedness outstanding under
Section 8.02(e)(iii)(A), in the aggregate for all members of
the Consolidated Group that are organized and operating in the
Peoples Republic of China; and
2.7 Clause
(g) of Section 8.06 (Restricted Payments) is amended to
read:
(g) EWI may
redeem, retire, repurchase or acquire for value and otherwise make
payments with respect to the Convertible Debentures pursuant to the
terms and conditions set forth in Section 8.10
.
2.8
Section 8.10 (Covenants Regarding Convertible Debentures and
Other Subordinated Debt) is amended in the following
respects:
(a) Clause
(b) is amended as follows:
(1) in subclause
(iii) all references to the “Convertible
Debentures” are amended to read “Convertible
Subordinated Debentures”;
(2) the
“and” at the end of subclause (ii) is deleted and
an “and” is inserted at the end of subclause (iii);
and
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(3) a new clause
(iv) is added providing “the redemption, retirement,
repurchase, or acquisition for value of the Convertible
Subordinated Debentures, at any time and from time to time,
(A) in connection with a refinancing, refunding, renewal or
extension of the Convertible Subordinated Debentures otherwise
permitted under Section 8.03(c), (B) in exchange for
Capital Stock of EWI issued directly to the holders of the
Convertible Subordinated Debentures or (C) with the proceeds
of an Equity Transaction permitted for such purpose
hereunder.”
(b) The
“Notwithstanding” sentence at the end of
Section 8.10 is amended to read as follows:
“Notwithstanding
the foregoing, EWI shall be permitted to redeem, repurchase, retire
or acquire, at any time and from time to time, Convertible Senior
Debentures (whether for cash and/or in exchange for Capital Stock
of EWI) so long as no Default or Event of Default shall exist
immediately before or immediately after giving effect to such
redemption, repurchase, retirement or
acquisition.”
2.9
Section 8.13(a) (Consolidated Net Worth) is amended to read as
follows:
(a)
Consolidated Net Worth . At any time, permit Consolidated
Net Worth to be less than the sum of (i) 75% of Consolidated
Net Worth (as established by the financial statements delivered
pursuant to Section 7.01(b) for the fiscal quarter ending
March 31, 2007) after giving effect to the RIA Acquisition on
a Pro Forma Basis plus (ii) an amount equal to 50% of
cumulative Consolidated Net Income (but not less than zero) from
the end of the first fiscal quarter to occur after the Closing
Date, plus (iii) an amount equal to 75% of net cash
proceeds from Equity Transactions occurring after the Closing Date,
minus (iv) one-time non-cash charges for impairment of
goodwill or other intangible assets taken during the period ending
December 31, 2008 and thereafter to the extent not included in
the foregoing clause (ii) hereof.
2.10 The Domestic
Security Agreement is amended such that (a) each reference in
Section 5(k) and (l) thereof to a Patent, Trademark or
Copyright is amended by inserting the word “material”
immediately prior to such reference and (b) the portion of
Schedule 1(b) (Intellectual Property) thereto relating to Patents
is amended to read as attached hereto. Certain information on the
version of that schedule delivered at closing was incomplete or
inaccurate. The corrected schedule is provided with the intent to
address and correct such items. Further, by execution of this
Amendment, the Lenders waive any Default or Event of Default that
exists, or may have existed, on account of the foregoing but that
would not have existed had the amendments provided for by this
Section 2.10 been in effect at the relevant
time.
3.
EWI’s Objection to FASB 141(R) . As permitted by
Section 1.03(c) of the Credit Agreement, EWI hereby objects to
determining compliance with any financial ratio or requirement set
forth in any Credit Documents under the computations required by
FASB Statement No. 141(R) (Business Combinations) and the
Lenders hereby acknowledge that such computations shall continue to
be made on a basis consistent with the most recent financial
statements delivered by EWI under Section 7.01(b).
4.
Conditions Precedent . This Amendment shall be effective
(such date on which this Amendment becomes effective, the “
Amendment No. 2 Effectiveness Date ”) immediately
upon satisfaction of the following conditions:
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(a) Executed
Amendment . Receipt by the Administrative Agent of multiple
counterparts of this Amendment duly executed by the Credit Parties,
the Required Lenders and the Administrative Agent.
(b) Legal
Opinions . Receipt by the Administrative Agent of favorable
legal opinions of counsel for EWI and the other Domestic Credit
Parties, in form and substance reasonably satisfactory to the
Administrative Agent and the requisite Lenders.
(c)
Organization Documents, Incumbency, Resolutions, Etc .
Receipt by the Administrative Agent of the following, each of which
shall be originals or facsimiles (followed promptly by originals),
in form and substance satisfactory to the Administrative
Agent:
(i) copies of the
Organization Documents of each Domestic Credit Party certified to
be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its
incorporation or organization, where applicable, and certified by a
secretary or assistant secretary of such Domestic Credit Party to
be true and correct as of the date of this Amendment, unless a
Responsible Officer of EWI certifies in a certificate that the
Organization Documents previously delivered to the Administrative
Agent in connection with the Credit Agreement have not been
amended, supplemented or otherwise modified and remain in full
force and effect as of the date hereof;
(ii) incumbency
certificates identifying the Responsible Officers of the Domestic
Credit
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