Exhibit 10.22
AMENDMENT NO. 1 AND LIMITED
WAIVER
TO
$30,000,000 GBP/EURO 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., as Borrower Agent (the
“Borrower Agent” ), e-pay Holdings
Limited and Delta Euronet GmbH (each a
“Borrower” , and collectively, the
“Borrowers” ) and Bank of America, N.A. (
“Bank of America” ), as agent and a Lender (the
“Lender” ).
R ECITALS
A. The Borrower Agent, the Borrowers and the
Lender, as agent and a lender have entered into that certain
$30,000,000 GBP/EURO. Credit Agreement dated as of October 25, 2006
(the “ Credit Agreement ”).
B. The Borrower Agent and 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 Borrower Agent and 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 Borrower Agent, 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 of
the Borrower Agent 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 Borrower Agent in connection
with the issuance and sale of the Convertible Senior Debentures
held by the Borrower Agent in the Proceeds Account.
2.5 Section 10.1 of the Credit Agreement is hereby
amended by inserting the following proviso at the end of such
Section:
“; 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 Borrower
Agent or any of its Subsidiaries under any Convertible Senior
Debenture Document”
2.7 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.”
2.8 Exhibit 1 to the Credit Agreement is hereby
amended by inserting the following new defined terms in the
appropriate alphabetical order:
“Convertible Senior
Debenture Indenture” shall mean that certain Indenture between the
Borrower Agent and U.S. Bank National Association, as Trustee,
dated as of December [—], 2004, as the same may be amended,
restated, supplemented or otherwise modified in accordance with the
terms of this Agreement.
“Convertible Senior
Debentures” shall
mean the Convertible Senior Debentures issued by the Borrower Agent
pursuant to the Converti
