Delaware (State or other jurisdiction of incorporation)

001-31648 (Commission File Number)

74-2806888 (I.R.S. Employer Identification No.)

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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(i)

Permit the Registrant to (a) repurchase Convertible Senior Debentures at any time and from time to time using cash or shares of the Registrant’s stock so long as no default or event of default shall exist immediately before or immediately after giving effect to the repurchase, and (b) repurchase its Convertible Subordinated Debentures at any time and from time to time using the proceeds of a qualifying refinancing, the proceeds of a qualifying equity transaction or shares of the Registrant’s stock;

(ii)

Revise the definition of Consolidated EBITDA and the covenant regarding maintenance of Consolidated Net Worth to exclude the effect of one-time non-cash charges for impairment of goodwill or other intangible assets for the periods ending December 31, 2008 and thereafter;

(iii)

Ease certain limits that are placed on the amount of indebtedness the Registrant is entitled to incur and expand the circumstances under which the Registrant is entitled to grant liens to secure obligations arising in the operation of its business;

(iv)

Make certain changes requested by the Registrant to certain definitions and provisions related to Indebtedness, Liens, Permitted Disposition, Debt Transactions, Investments and other matters as noted within Amendment No. 2; and

(v)

Provide that the Registrant has sufficient liquidity within the meaning of Section 2.06(b)(vi)(B) of the Credit Agreement such that no mandatory prepayment is required under the Credit Agreement in respect of the next repurchase date for the Convertible Debentures in December 2009.

	(d)	Exhibits
		Exhibit 10.1 – Form of Amendment No. 2 to the Credit Agreement dated February 18, 2009
			(the execution copy of Amendment No. 2 to the Credit Agreement will be filed as an exhibit to a subsequent periodic report of the Registrant).

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	EURONET WORLDWIDE, INC.
	By:	/s/ Rick L. Weller
		Rick L. Weller Chief Financial Officer
Date: February 19, 2009

AMENDMENT NO. 2

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.

W I T N E S S E T H

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.

“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)

 

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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)”.

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).

(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;

(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);

(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

(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;

(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;

(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;

(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

(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:

(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.”

(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:

(a)        Executed Amendment. Receipt by the Administrative Agent of multiple counterparts of this Amendment duly executed by the Credit Parties, the Required Lenders and

 

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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 Parties who are authorized to execute this Amendment and related documents and to act on the Domestic Credit Parties behalf in connection with this Amendment and the Credit Documents, unless a Responsible Officer of EWI certifies in a certificate that the incumbency certificates 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.

(iii)      such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Domestic Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and

(iv)      such documents and certifications as the Administrative Agent may reasonably require to evidence that each Domestic Credit Party is duly organized or formed, and is validly existing, and in good standing in its state of organization or formation.

(d)       Receipt by the Administrative Agent of (i) a fee, for the benefit of the Lenders consenting to this Amendment, in an amount equal to one half of one percent (0.50%) of the aggregate amount of such consenting Lenders’ loans and commitments under the Credit Agreement and (ii) all other fees and expenses required to be paid on or before the Amendment No. 2 Effectiveness Date.

5.         Effectiveness of Amendment. On and after the date hereof, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. For purposes of clarification, all financial covenant calculations with respect to periods prior to the Amendment No. 2 Effectiveness Date will be made using the financial definitions and covenants as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according

 

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to its terms.

6.         Representations and Warranties; Defaults. The Credit Parties hereby affirm each of the following:

(a)        all necessary action to authorize the execution, delivery and performance of this Amendment has been taken;

(b)       after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 6, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement).

(c)        except as waived in Section 2.10 of this Amendment, before and after giving effect to this Amendment, no Default or Event of Default shall exist; and

(d)       except as expressly provided otherwise herein, the liens and security interests created and granted in the Credit Documents remain in full force and effect and this Amendment is not intended to adversely affect or impair such liens and security interests in any manner.

7.         Full Force and Effect. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.

8.         Reaffirmation of Security Interests. The Credit Parties (a) affirm that each of the liens granted in or pursuant to the Credit Documents are valid and subsisting and (b) agree that this Amendment shall in no manner impair or otherwise adversely effect any of the liens granted in or pursuant to the Credit Documents.

9.         Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be effective as such party’s original executed counterpart and shall constitute a representation that such party’s original executed counterpart will be delivered.

10.       Fees and Expenses. The Credit Parties agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.

11.       Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[SIGNATURES ON FOLLOWING PAGES]

 

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

 

[The signature pages will be filed with the execution copy of Amendment No. 2

to the Credit Agreement]

 

 

 

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Schedule 1(b)

Intellectual Property

 

 

License Agreements:

(1) License Agreement, entered into on June 30, 2004 between TGIP, Inc., a Texas corporation and Call Processing, Inc., to use U.S. Patent Nos. 5,511,114; 5,577,109; 5,721,768 and 6,502,745.  

(2) PaySpot, Inc., a Delaware corporation, entered into a License Agreement with EWI Holdings, Inc., a Delaware corporation and unaffiliated third party, dated as of January 30, 2007 whereby PaySpot was granted a license by EWI Holdings, Inc. to use US Patent No. 6,526,130 and US Patent Application No. 10/316603.

 

 

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