Exhibit 10.21
AMENDMENT NO. 1 AND LIMITED
WAIVER
TO
$10,000,000 U.S. CREDIT
AGREEMENT
T HIS A MENDMENT N O .
1 AND
L IMITED W AIVER dated as of December 14, 2004 (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
”).
R ECITALS
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, 2006 (the “ Credit
Agreement ”).
B. The Borrowers have requested that the Lender
grant certain waivers and amendments to the Credit Agreement,
including to permit the issuance and sale of certain Convertible
Senior Debentures, 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 waivers and
amendments as more fully set forth herein.
A GREEMENT
N OW ,
T HEREFORE
, 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. D EFINED T ERMS . Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the
Credit Agreement.
SECTION 2. A MENDMENTS .
2.1 Section 7.7 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
“7.7 Indebtedness .
Except as disclosed on Schedule 10.1 or as otherwise
permitted by Section 10.1 , no Borrower has any Indebtedness
for money borrowed or any direct or indirect obligations under any
leases or any agreements of guaranty or security except for the
endorsement of negotiable instruments in the ordinary course of
business for deposit or collection. The Indebtedness disclosed on
Schedule 10.1 or that is otherwise permitted by Section
10.1 is not superior in any right of payment or otherwise to
any Indebtedness owing to the Agent of the
Lenders.”
2.2 Section 8.4(d) of the Credit Agreement is hereby
amended as follows:
(a) the word “and”
immediately proceeding clause (ii) therein is deleted;
and
(b) the following new clause (iii)
is inserted immediately after clause (ii):
“ and, (iii) that no default
or event of default exists pursuant to the Convertible Senior
Debenture Documents or, if any such default or event of default
exists, stating the nature and status thereof.”
2.3 Section 8.5 of the Credit Agreement is hereby
amended by inserting at the end of such Section the
phrase:
“, including, without
limitation, the occurrence of any default or event of default under
any Convertible Senior Debenture Document”
2.4 The definition of “Funded
Debt” in Section 9.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
“ Funded Debt ”
means, without duplication, all long term and current Indebtedness
as described in subsections (i), (iii) 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.
2.5 Section 10.1 of the Credit Agreement is hereby
amended as follows:
(a) The phrase “and (m) in
addition to the Indebtedness described in Section 10.1(a)
through Section 10.1(l) , Indebtedness on a consolidated
basis for the Borrowers, not exceeding, at any time outstanding, an
aggregate principal amount of Five Hundred Thousand Dollars
($500,000)” shall be amended and restated in its entirety to
read as follows:
“(m) up to an aggregate
principal amount of $125,000,000 (or such greater amount to the
extent the initial purchaser’s option to purchase additional
Convertible Senior Debentures is exercised in accordance with its
terms, provided that such amount shall not exceed $140,000,000) of
Indebtedness incurred by the Holding Company Borrower in connection
with the Convertible Senior Debentures and (n) in addition to the
Indebtedness described in Section 10.1(a) through Section
10.1(m) , Indebtedness on a consolidated basis for the
Borrowers, not exceeding, at any time outstanding, an aggregate
principal amount of Five Hundred Thousand Dollars ($500,000);
provided that no Indebtedness otherwise permitted by this
Section 10.1 , shall result in or cause a breach or default
under any Convertible Senior Debenture Document”
2.6 Section 10.2 of the Credit Agreement is hereby
amended by inserting at the end of the last paragraph of such
Section the following:
“provided further that no Lien
otherwise permitted by this Section 10.2 shall result in the
creation or imposition of a Lien on the assets of the Holding
Company Borrower or any of its Subsidiaries under any Convertible
Senior Debenture Document”
2.7 Section 10.7 of the Credit Agreement is hereby
amended by inserting a proviso at the end of such Section to read
as follows:
“; provided , that the Holding
Company Borrower may make payments to a holder of the Convertible
Senior Debentures as permitted by Section 10.13(b)
”
2.8 Section 10.9 of the Credit Agreement is hereby
amended by adding at the end of the last paragraph of such Section
the following sentence:
“In no event will any
Investment otherwise permitted by this Section 10.9 result in or
cause a breach or default under any Convertible Senior Debenture
Document.”
2.9 Article 10 of the Credit Agreement is hereby
amended by inserting a new Section 10.13 to read as
follows:
“10.13 Limitation on Voluntary Payments
and Modifications of Certain Documents. The Holding Company
Borrower shall not, and shall not permit any of its Subsidiaries
to:
(a) amend, modify or waive, or
permit the amendment, modification or waiver of the Convertible
Senior Debenture Documents without the prior written consent of the
Agent; or
(b) make or offer to make any
sinking fund payment, payment, prepayment, redemption, defeasance,
purchase or acquisition for value (including, without limitation,
by way of depositing with the trustee with respect thereto money or
securities before due for the purpose of paying when due) or
otherwise segregate funds with respect to the Convertible Senior
Debenture Documents other than:
(i) regularly scheduled interest
payments (including contingent interest, if any) required to be
made in cash;
(ii) conversions of the Convertible
Senior Debentures into common stock of the Holding Company
Borrower;
(iii) the redemption, retirement,
repurchase, acquisition for value or payments of cash in connection
with a conversion of Convertible Senior Debentures, provided
, that
(A) both before and after giving
effect to such redemption, repurchase, retirement, acquisition or
conversion no Defa
