SEC Filing - Euronet Worldwide, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period			to

Commission File Number: 001-31648

EURONET WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)



Delaware	74-2806888
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

3500 College Boulevard
Leawood, Kansas	66211
(Address of principal executive offices)	(Zip Code)

(913) 327-4200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

On October 31, 2018, Euronet Worldwide, Inc. had 51,560,331 shares of Common Stock outstanding.

EURONET WORLDWIDE, INC. AND SUBSIDIARIES

Table of Contents



		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	3
	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2018 and 2017	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September, 2018 and 2017	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017	6
	Notes to the Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	41
Item 6.	Exhibits	42

	Signatures	43

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



	As of
	September 30, 2018			December 31, 2017
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,129,272		$	819,144
Restricted cash	73,453			81,374
Trade accounts receivable, net of allowances for doubtful accounts of $23,426 at September 30, 2018 and $20,958 at December 31, 2017	813,759			744,879
Prepaid expenses and other current assets	200,004			244,789
Total current assets	2,216,488			1,890,186
Property and equipment, net of accumulated depreciation of $365,708 at September 30, 2018 and $340,128 at December 31, 2017	283,167			268,303
Goodwill	715,745			717,386
Acquired intangible assets, net of accumulated amortization of $191,256 at September 30, 2018 and $179,142 at December 31, 2017	128,586			150,543
Other assets, net of accumulated amortization of $49,010 at September 30, 2018 and $44,469 at December 31, 2017	116,800			113,611
Total assets	$	3,460,786		$	3,140,029
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	405,683		$	494,841
Accrued expenses and other current liabilities	752,295			759,789
Current portion of capital lease obligations	5,396			5,369
Short-term debt obligations and current maturities of long-term debt obligations	233,074			41,288
Income taxes payable	64,200			54,437
Deferred revenue	53,059			51,996
Total current liabilities	1,513,707			1,407,720
Debt obligations, net of current portion	641,388			404,012
Capital lease obligations, net of current portion	8,750			9,753
Deferred income taxes	52,707			54,969
Other long-term liabilities	65,113			64,097
Total liabilities	2,281,665			1,940,551
Equity:
Euronet Worldwide, Inc. stockholders’ equity:
Preferred Stock, $0.02 par value. 10,000,000 shares authorized; none issued	—			—
Common Stock, $0.02 par value. 90,000,000 shares authorized; 59,554,968 issued at September 30, 2018 and 58,892,744 issued at December 31, 2017	1,191			1,178
Additional paid-in-capital	1,094,531			1,072,005
Treasury stock, at cost, 8,096,314 shares at September 30, 2018 and 6,084,586 shares at December 31, 2017	(392,095		)	(217,161		)
Retained earnings	609,813			436,954
Accumulated other comprehensive loss	(134,605		)	(94,458		)
Total Euronet Worldwide, Inc. stockholders’ equity	1,178,835			1,198,518
Noncontrolling interests	286			960
Total equity	1,179,121			1,199,478
Total liabilities and equity	$	3,460,786		$	3,140,029

See accompanying notes to the unaudited consolidated financial statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except share and per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues	$	714,505		$	637,834		$	1,887,244		$	1,647,777
Operating expenses:
Direct operating costs	388,236			364,815			1,093,072			978,768
Salaries and benefits	93,108			82,134			270,537			232,617
Selling, general and administrative	55,787			49,279			158,156			139,708
Acquired intangible assets impairment	—			—			—			2,286
Depreciation and amortization	26,461			24,705			78,726			69,520
Total operating expenses	563,592			520,933			1,600,491			1,422,899
Operating income	150,913			116,901			286,753			224,878
Other income (expense):
Interest income	288			380			1,000			2,009
Interest expense	(11,269		)	(9,534		)	(28,936		)	(25,058		)
Loss from unconsolidated affiliates	—			—			(117		)	—
Foreign currency exchange (loss) gain, net	(2,704		)	8,179			(21,459		)	21,035
Other (loss) gains	(34		)	—			26			35
Other expense, net	(13,719		)	(975		)	(49,486		)	(1,979		)
Income before income taxes	137,194			115,926			237,267			222,899
Income tax expense	(34,937		)	(15,573		)	(65,031		)	(43,130		)
Net income	102,257			100,353			172,236			179,769
Net loss (income) attributable to noncontrolling interests	466			(63		)	623			9
Net income attributable to Euronet Worldwide, Inc.	$	102,723		$	100,290		$	172,859		$	179,778

Earnings per share attributable to Euronet Worldwide, Inc. stockholders:
Basic	$	2.01		$	1.91		$	3.36		$	3.43
Diluted	$	1.89		$	1.80		$	3.17		$	3.23

Weighted average shares outstanding:
Basic	51,182,502			52,590,837			51,436,228			52,463,511
Diluted	54,263,892			55,784,485			54,521,262			55,582,583

See accompanying notes to the unaudited consolidated financial statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income	$	102,257		$	100,353		$	172,236		$	179,769
Translation adjustment	(4,613		)	26,703			(40,198		)	97,311
Comprehensive income	97,644			127,056			132,038			277,080
Comprehensive loss (income) attributable to noncontrolling interests	480			(113		)	674			(163		)
Comprehensive income attributable to Euronet Worldwide, Inc.	$	98,124		$	126,943		$	132,712		$	276,917

See accompanying notes to the unaudited consolidated financial statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



	Nine Months Ended September 30,
	2018			2017
Net income	$	172,236		$	179,769
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	78,726			69,520
Share-based compensation	12,597			11,817
Unrealized foreign exchange loss (gain), net	21,459			(21,035		)
Deferred income taxes	(1,208		)	(14,856		)
Loss from unconsolidated affiliates	117			—
Accretion of convertible debt discount and amortization of debt issuance costs	10,582			10,068
Non-cash impairment of acquired intangible assets	—			2,286
Changes in working capital, net of amounts acquired:
Income taxes payable, net	10,022			10,924
Trade accounts receivable	(87,237		)	(7,861		)
Prepaid expenses and other current assets	42,552			77,538
Trade accounts payable	(81,149		)	(118,677		)
Deferred revenue	2,525			(2,497		)
Accrued expenses and other current liabilities	9,877			54,233
Changes in noncurrent assets and liabilities	1,474			6,455
Net cash provided by operating activities	192,573			257,684
Cash flows from investing activities:
Acquisitions, net of cash acquired	(12,854		)	—
Purchases of property and equipment	(82,129		)	(70,871		)
Purchases of other long-term assets	(5,787		)	(4,651		)
Other, net	1,401			1,499
Net cash used in investing activities	(99,369		)	(74,023		)
Cash flows from financing activities:
Proceeds from issuance of shares	11,757			8,328
Repurchase of shares	(177,163		)	(2,310		)
Borrowings from revolving credit agreements	4,267,881			1,839,963
Repayments of revolving credit agreements	(4,003,662		)	(1,808,695		)
Repayments of long-term debt obligations	(51,199		)	(6,563		)
Repayments of capital lease obligations	(4,739		)	(3,473		)
Borrowings from short-term debt obligations, net	204,211			99,081
Other, net	1			284
Net cash provided by financing activities	247,087			126,615
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(38,084		)	53,494
Increase in cash and cash equivalents and restricted cash	302,207			363,770
Cash and cash equivalents and restricted cash at beginning of period	900,518			812,088

Cash and cash equivalents and restricted cash at end of period	$	1,202,725		$	1,175,858

Supplemental disclosure of cash flow information:
Interest paid during the period	$	19,243		$	17,359
Income taxes paid during the period	$	55,338		$	34,769

See accompanying notes to the unaudited consolidated financial statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) GENERAL

Organization

Euronet Worldwide, Inc. (together with its subsidiaries, the “Company” or “Euronet”) is a leading electronic payments provider. Euronet offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Euronet's primary product offerings include comprehensive automated teller machine (“ATM”), point-of-sale (“POS”), card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime and other electronic payment products, foreign currency exchange services and global money transfer services.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared from the records of the Company, in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, such unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly present the consolidated financial position and the results of operations, comprehensive income and cash flows for the interim periods. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017, including the notes thereto, set forth in the Company’s 2017 Annual Report on Form 10-K. Certain amounts in prior years have been reclassified to conform to the current year's presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Significant items subject to such estimates and assumptions include computing income taxes, estimating the useful lives and potential impairment of long-lived assets and goodwill, as well as allocating the purchase price to assets acquired and liabilities assumed in acquisitions and revenue recognition. Actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

Seasonality

Euronet’s EFT Processing Segment experiences its heaviest demand for dynamic currency conversion ("DCC") services during the third quarter of the fiscal year, coinciding with the tourism season followed by lower transaction levels during the fourth quarter. Additionally, the epay Segments is impacted by seasonality during the fourth quarter and the first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season. Seasonality in the Money Transfer Segment varies by regions of the world. In most markets, Euronet usually experiences increased demand for money transfer services from the month of May through the fourth quarter of each year, coinciding with the increase in worker migration patterns and various holidays, and experiences its lowest transaction levels during the first quarter of each year.

(2) RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), and subsequently modified the standard with several ASUs. The Company adopted the standard on January 1, 2018 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under Topic 605.

The Company completed its review of customer contracts relative to the requirements of Topic 606 and concluded that revenues from certain customer contracts in the epay Segment should be recorded differently under the principal versus agent guidance of Topic 606. With respect to those contracts, the Company concluded that it earns a commission from content providers for distributing and processing their prepaid mobile airtime and other electronic payment products, but it is not the principal for the products themselves. As a result, the impact of the change in accounting principle was a reduction of $16.4 million and $53.3 million in both revenues and direct operating expenses for the three and nine months ended September 30, 2018, respectively, with no impact on reported net income.

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Contract Balances

The new standard requires the deferral of incremental costs to obtain customer contracts, known as contract assets, which are then amortized to expense as part of selling, general and administrative expense over the respective periods of expected benefit. The Company completed its review of such costs and concluded that a transition adjustment was not necessary related to contract assets. However, the Company has implemented processes and controls to record such costs on an ongoing basis and will disclose them if they become material.

The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance for the first nine months of 2018 is primarily driven by $36.0 million of cash payments received in the current year for which we have not yet satisfied the performance obligations, that were offset by $35.0 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2017.

Variable Consideration

Within the EFT segment, outsourcing services are generally billed on the basis of a fixed fee per ATM, plus a transaction-based fee. Transaction-based fees are recognized at the time the transactions are processed and outsourcing management fees are recognized ratably over the contract period. These fees can be variable based on transaction volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. In addition, the epay segment generates commissions from the distribution of electronic content. It is common for these long-term contracts to contain award fees, incentive fees, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics or program milestones and can be based upon customer discretion.

Transaction fees, as well as any tiered volume discounts or incentive fees, are calculated and billed monthly in accordance with the terms established in the contract. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on as assessment of Euronet's anticipated performance and all information (historical, current and forecast) that is reasonably available.

Arrangements with Multiple Performance Obligations

The Company's most significant revenues are generated from transaction fees for which there are no remaining performance obligations left to fulfill after revenue is recognized. An insignificant amount of revenues are generated from contracts with customers which may include multiple performance obligations. For such arrangements, Euronet allocates revenues to each performance obligation based on its relative standalone selling price.

Disaggregation of Revenues

Revenues are recognized when control of the promised goods or services is transferred to Euronet's customers, in an amount that reflects the consideration it expects to be entitled to in exchange for goods or services.

The following table presents the Company's revenues disaggregated by segment and region. Sales and usage-based taxes are excluded from revenues. The Company believes disaggregation by segment and region best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The disaggregation of revenues by segment and region is based on management's assessment of segment performance together with allocation of financial resources, both capital and operating support costs, on a segment and regional level. Both segments and regions benefit from synergies achieved through concentration of operations and are influenced by macro-economic, regulatory and political factors in the respective segment and region.

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	For the Three Months Ended September 30, 2018									For the Nine Months Ended September 30, 2018
(in thousands)	EFT Processing		epay		Money Transfer		Total			EFT Processing		epay		Money Transfer		Total
North America	$	7,613	$	41,346	$	147,830	$	196,789		$	23,956	$	124,667	$	420,568	$	569,191
Europe	226,531		123,386		84,492		434,409			485,030		340,180		240,266		1,065,476
Asia Pacific	27,570		17,505		31,195		76,270			83,310		52,116		95,049		230,475
Other	22		3,194		4,774		7,990			37		11,776		13,060		24,873
Eliminations	—		—		—		(953		)	—		—		—		(2,771		)
Total	$	261,736	$	185,431	$	268,291	$	714,505		$	592,333	$	528,739	$	768,943	$	1,887,244



	For the Three Months Ended September 30, 2017									For the Nine Months Ended September 30, 2017
(in thousands)	EFT Processing		epay		Money Transfer		Total			EFT Processing		epay		Money Transfer		Total
North America	$	8,065	$	15,633	$	131,615	$	155,313		$	23,065	$	48,440	$	379,620	$	451,125
Europe	192,147		141,561		69,802		403,510			391,213		382,316		190,080		963,609
Asia Pacific	25,977		22,556		24,101		72,634			73,614		68,291		72,744		214,649
Other	132		4,484		2,587		7,203			138		13,484		6,761		20,383
Eliminations	—		—		—		(826		)	—		—		—		(1,989		)
Total	$	226,321	$	184,234	$	228,105	$	637,834		$	488,030	$	512,531	$	649,205	$	1,647,777
As noted above, prior period amounts have not been adjusted under the modified retrospective method.

In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. The new standard specifies that liabilities within its scope are considered to be financial liabilities, and amends the guidance in ASC 405-20, Extinguishments of Liabilities, by directing entities to derecognize prepaid stored-value product liabilities based on expected breakage in proportion to the pattern of rights expected to be exercised by the consumer. Derecognition for breakage is permitted only to the extent that it is probable that a significant reversal of recognized breakage will not subsequently occur. The new standard is consistent with the breakage guidance in Topic 606. The Company adopted this ASU as of January 1, 2018 along with Topic 606. The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In August 2016, the FASB issued an accounting standard classified under FASB ASC Topic 230, “Statement of Cash Flows”. This accounting standard provides guidance on eight specific cash flow issues. Subsequently, the FASB issued amendments to this accounting standard that required companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the statement of cash flows.

The Company adopted these standards as of January 1, 2018. The adoption of these accounting standards resulted in an increase in net cash provided by operating activities of $27.2 million for the nine months ended September, 2017. As of September 30, 2018, the Company had $73.5 million of restricted cash consisting of restricted cash held in trust and/or cash held on behalf of others and cash collateral on bank credit arrangements. Cash held in trust and/or cash held on behalf of others is in connection with the administration of the customer collection and vendor remittance activities by certain subsidiaries within the Company’s epay and EFT Processing Segments. Amounts collected on behalf of certain mobile phone operators and/or merchants are deposited into a restricted cash account. The bank credit arrangements primarily represent cash collateral on deposit with commercial banks to cover guarantees.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will update the existing guidance on accounting for leases and require new qualitative and quantitative disclosures about the Company’s leasing activities. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard requires lessees to account for all leases on the balance sheet, except for certain short-term leases that have a maximum possible lease term of 12 months. The accounting for lessors is largely unchanged from the previous accounting guidance, except for leverage lease accounting which is not permitted for leases entered into or modified after the effective date of the new standard.

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The new standard is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. A modified retrospective approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company expects to adopt the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

The new standard provides a number of optional practical expedients in transition. The Company expects to elect the "package of practical expedients", which permits the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it.

The Company currently anticipates this standard will have a material impact on its consolidated balance sheets but will not have a material impact on its consolidated income statements. The Company currently expects the most significant impact will be the recognition of right-of-use assets and lease liabilities for operating leases. The Company currently expects its accounting for capital leases to remain substantially unchanged. The Company is continuing to assess the potential impacts of the standard.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently in the process of evaluating the effect of the adoption of ASU 2016-13 on its consolidated financial statements.

(3) STOCKHOLDERS' EQUITY

Earnings Per Share

Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective periods. Diluted earnings per share has been computed by dividing earnings available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for any potential dilution from options to purchase the Company's common stock, assumed vesting of restricted stock and the assumed conversion of the Company’s convertible debentures. The following table provides the computation of diluted weighted average number of common shares outstanding:



	Three Months Ended September 30,		Nine Months Ended September 30,
	2018	2017	2018	2017
Computation of diluted weighted average shares outstanding:
Basic weighted average shares outstanding	51,182,502	52,590,837	51,436,228	52,463,511
Incremental shares from assumed exercise of stock options and vesting of restricted stock	1,521,560	1,863,883	1,525,204	1,789,307
Incremental shares from assumed conversion of convertible notes	1,559,830	1,329,765	1,559,830	1,329,765
Diluted weighted average shares outstanding	54,263,892	55,784,485	54,521,262	55,582,583

The table includes the impact of all stock options and restricted stock that are dilutive to the Company’s weighted average common shares outstanding during the three and nine months ended September 30, 2018 and 2017. The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company’s weighted average common shares outstanding of approximately 436,000 and 792,000 for the three and nine months ended September 30, 2018, respectively, and approximately 458,000 and 884,000 for the three and nine months ended September 30, 2017, respectively.

The Company's convertible notes have settlement features requiring the Company upon conversion to settle the principal amount of the debt and the conversion value in excess of the principal value ("conversion premium") for cash or shares of the Company's common stock or a combination thereof, at the Company's option. At issuance, the Company stated its intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium. Accordingly, the convertible notes are included in the calculation of diluted earnings per share if their inclusion is dilutive. The convertible notes would only have a dilutive effect if the market price per share of common stock exceeds the conversion price of $72.18 per share and the dilutive effect increases the more the market price exceeds the conversion price.

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As of September 30, 2018 and 2017, the stock price exceeded the conversion price and these notes were dilutive to earnings per share. Further, as a result of the share price increasing from $94.79 at September 30, 2017 to $100.22 at September 30, 2018, there was an increase in shares from the assumed conversion of convertible notes.

Share repurchases

The Company's Board of Directors has authorized a stock repurchase program ("Repurchase Program") allowing Euronet to repurchase up to $375 million in value or 10.0 million shares of stock through March 31, 2020. Repurchases under the Repurchase Program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan. For the first nine months of 2018, the Company repurchased $175.0 million, in value of Euronet common stock under the Repurchase Program.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists entirely of foreign currency translation adjustments. The Company recorded foreign currency translation losses of $4.6 million and $40.2 million for the three and nine months ended September 30, 2018, respectively, and gains of $26.7 million and $97.3 million for the three and nine months ended September 30, 2017, respectively. There were no reclassifications of foreign currency translation into the consolidated statements of income for the three and nine months ended September 30, 2018 and 2017.

(4) GOODWILL AND ACQUIRED INTANGIBLE ASSETS, NET

A summary of acquired intangible assets and goodwill activity for the nine months ended September 30, 2018 is presented below:



(in thousands)	Acquired Intangible Assets			Goodwill			Total Intangible Assets
Balance as of December 31, 2017	$	150,543		$	717,386		$	867,929
Increases (decreases):
Acquisitions	—			20,742			20,742
Amortization	(17,179		)	—			(17,179		)
Other (primarily changes in foreign currency exchange rates)	(4,778		)	(22,383		)	(27,161		)
Balance as of September 30, 2018	$	128,586		$	715,745		$	844,331

Estimated amortization expense on intangible assets with finite lives, before income taxes, as of September 30, 2018, is expected to total $5.4 million for the remainder of 2018, $21.2 million for 2019, $20.4 million for 2020, $19.5 million for 2021, $18.5 million for 2022 and $13.7 million for 2023.

The Company completed the acquisitions of two small European businesses for an immaterial amount of cash consideration, completing one acquisition in the first quarter of 2018 and completing the other acquisition in the second quarter of 2018. The acquisitions have been accounted for as business combinations in accordance with U.S. GAAP and the results of operations have been included from the respective dates of acquisition in the EFT Processing Segment.

The Company’s annual goodwill impairment test is performed during the fourth quarter of its fiscal year. The annual impairment test for the year ended December 31, 2017 resulted in impairment charges of $31.8 million.

Determining the fair value of reporting units requires significant management judgment in estimating future cash flows and assessing potential market and economic conditions. It is reasonably possible that the Company’s operations will not perform as expected, or that the estimates or assumptions included in the 2017 annual impairment test could change, which may result in the Company recording material non-cash impairment charges during the year in which these changes take place.

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(5) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:



	As of
(in thousands)	September 30, 2018		December 31, 2017
Accrued expenses	$	305,969	$	301,390
Money transfer settlement obligations	341,073		343,613
Accrued amounts due to mobile operators and other content providers	79,155		92,291
Derivative liabilities	25,829		22,495
Total	$	752,295	$	759,789

(6) DEBT OBLIGATIONS

Debt obligations consist of the following:



	As of
(in thousands)	September 30, 2018			December 31, 2017
Credit Facility:
Term loan, due 2019	$	—		$	51,094
Revolving credit agreements, due 2019	266,738			3,000
	266,738			54,094
Convertible Debt:
1.50% convertible notes, unsecured, due 2044	377,863			369,259

ATM credit facility	200,000			—

Other obligations	33,696			27,763

Total debt obligations	878,297			451,116
Unamortized debt issuance costs	(3,835		)	(5,816		)
Carrying value of debt	874,462			445,300
Short-term debt obligations and current maturities of long-term debt obligations	(233,074		)	(41,288		)
Long-term debt obligations	$	641,388		$	404,012

Credit Facility

As of September 30, 2018, the Company had a $675 million senior secured credit facility (the "Credit Facility") consisting of a $600 million revolving credit agreement and a $75 million term loan, which was retired early during the third quarter of 2018. The Credit Facility was subsequently replaced by a new credit agreement on October 17, 2018, which resulted in long-term debt obligation classification for the Credit Facility as of September 30, 2018. See Note 13, Subsequent Event, for further details.

Interest on borrowings under the revolving credit facility varies based upon the Company's consolidated total leverage ratio, as defined in the Company's credit agreement, and is based on a margin over the London Inter-Bank Offered Rate (“LIBOR”) or a margin over a base rate, as selected by the Company, with the applicable margin ranging from 1.375% to 2.375% for LIBOR loans or 0.375% to 1.375% for base rate loans. Accordingly, the weighted average interest rate for borrowings outstanding under the Company's revolving credit facility was 3.58% as of September 30, 2018.

Convertible Debt

The Convertible Senior Notes (“Convertible Notes”) had a principal amount outstanding of $402.5 million as of September 30, 2018. The Convertible Notes mature in October 2044 unless repurchased or converted prior to such date, and are convertible into shares of Euronet Common Stock at a conversion price of approximately $72.18 per share. Holders of the Convertible

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Notes have the option to require the Company to purchase their notes at par on October 1, 2020, and have additional options to require the Company to purchase their notes at par on October 1, 2024, 2029, 2034, and 2039, or upon a change in control of the Company.

Holders may convert all or any portion of their Convertible Notes at their option at any time prior to October 1, 2044 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the closing sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on each applicable trading day; (2) during the five consecutive business day period after any ten consecutive trading day period (the measurement period) in which the trading price for the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the closing sale price of the Company's common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. If the holders exercise their option to convert, the Company is required to deliver cash or shares of the Company's common stock, at the Company's option, to satisfy the principal amount and the conversion premium. As of September 30, 2018, the conversion threshold in clause (1) of the preceding sentence had been met and the Convertible Notes became convertible at the holders' option during the fourth quarter of 2018.

Contractual interest expense for the Convertible Notes was $1.5 million and $4.5 million for the three and nine months ended September 30, 2018 and 2017, respectively. Accretion expense was $2.9 million and $8.6 million for the three and nine months ended September 30, 2018, respectively, and $2.8 million and $8.2 million for the three and nine months ended September 30, 2017, respectively. The effective interest rate was 4.7% for the three and nine months ended September 30, 2018. As of September 30, 2018, the unamortized discount was $24.6 million, and will be amortized through October 1, 2020.

ATM Credit Facility

On May 11, 2018, the Company entered into a short-term credit facility in the amount of $300 million for the sole purpose of providing cash for its ATM network. Interest is charged on this financing on an annual basis at the Overnight LIBOR rate plus 1.75%. The facility expires on November 30, 2018. The Company repaid $100 million of the facility during the third quarter of 2018. The weighted average interest rate for borrowings under the ATM credit facility was 3.7% and 3.6% for the three and nine months ended September 30, 2018.

(7) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to foreign currency exchange risk resulting from (i) the collection of funds or the settlement of money transfer transactions in currencies other than the U.S. Dollar, (ii) derivative contracts written to its customers in connection with providing cross-currency money transfer services and (iii) short-term borrowings that are payable in currencies other than the U.S. dollar. The Company enters into foreign currency derivative contracts, primarily foreign currency forwards and cross-currency swaps, to minimize its exposure related to fluctuations in foreign currency exchange rates. As a matter of Company policy, the derivative instruments used in these activities are economic hedges and are not designated as hedges under ASC Topic 815, Derivatives and Hedging ("ASC Topic 815"), primarily due to either the relatively short duration of the contract term or the effects of fluctuations in currency exchange rates being reflected concurrently in earnings for both the derivative instrument and the hedged transaction and having an offsetting effect.

Foreign currency exchange contracts - Ria Operations and Corporate

In the United States, the Company's Ria operations use short-duration foreign currency forward contracts, generally with maturities up to 14 days, to offset the fluctuation in foreign currency exchange rates on the collection of money transfer funds between initiation of a transaction and its settlement. Due to the short duration of these contracts and the Company’s credit profile, the Company is generally not required to post collateral with respect to these foreign currency forward contracts. Most derivative contracts executed with counterparties in the U.S. are governed by an International Swaps and Derivatives Association agreement that includes standard netting arrangements; therefore, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity. As of September 30, 2018, the Company held in its Ria operations foreign currency forward contracts outstanding in the U.S. with a notional value of $328 million, primarily in Australian dollars, Canadian dollars, British pounds, euros and Mexican pesos.

In addition, the Company uses forward contracts, typically with maturities from a few days to less than one year, to offset foreign exchange rate fluctuations on certain foreign currency denominated other asset and liability positions. As of September 30, 2018, the Company had foreign currency forward contracts outstanding with a notional value of $275 million, primarily in euros and Polish zloty.

Foreign currency exchange contracts - HiFX Operations

HiFX writes derivative instruments, primarily foreign currency forward contracts and cross-currency swaps, mostly with counterparties comprised of individuals and small-to-medium size businesses and derives a currency margin from this activity

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as part of its operations. HiFX aggregates its foreign currency exposures arising from customer contracts and may hedge some or all of the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Foreign exchange revenues from HiFX's total portfolio of positions were $16.8 million and $52.5 million for the three and nine months ended September 30, 2018, respectively, and $16.7 million and $48.4 million for the three and nine months ended September 30, 2017, respectively. All of the derivative contracts used in the Company's HiFX operations are economic hedges and are not designated as hedges under ASC Topic 815. The duration of these derivative contracts is generally less than one year.

The fair value of HiFX's total portfolio of positions can change significantly from period to period based on, among other factors, market movements and changes in customer contract positions. HiFX manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. It mitigates this risk by entering into contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. HiFX does not expect any significant losses from counterparty defaults.

The aggregate equivalent U.S. dollar notional amounts of foreign currency derivative customer contracts held by the Company in its HiFX operations as of September 30, 2018 was approximately $1.2 billion. The majority of customer contracts are written in major currencies such as the U.S. dollar, euro, New Zealand dollar, British pound, and Australian dollar.

Balance Sheet Presentation

The following table summarizes the fair value of the derivative instruments as recorded in the Consolidated Balance Sheets as of the dates below:



	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
(in thousands)	Balance Sheet Location	September 30, 2018		December 31, 2017		Balance Sheet Location	September 30, 2018			December 31, 2017
Derivatives not designated as hedging instruments
Foreign currency exchange contracts	Prepaid expense and other current assets	$	41,399	$	36,574	Accrued expenses and other current liabilities	$	(25,829	)	$	(22,495	)

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The following tables summarize the gross and net fair value of derivative assets and liabilities as of September 30, 2018 and December 31, 2017 (in thousands):

Offsetting of Derivative Assets



							Gross Amounts Not Offset in the Consolidated Balance Sheet
As of September 30, 2018	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts Presented in the Consolidated Balance Sheet		Financial Instruments			Cash Collateral Received			Net Amounts
Derivatives subject to a master netting arrangement or similar agreement	$	41,399	$	—	$	41,399	$	(15,915	)	$	(4,515	)	$	20,969

As of December 31, 2017
Derivatives subject to a master netting arrangement or similar agreement	$	36,574	$	—	$	36,574	$	(15,050	)	$	(7,603	)	$	13,921

Offsetting of Derivative Liabilities



									Gross Amounts Not Offset in the Consolidated Balance Sheet
As of September 30, 2018	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts Presented in the Consolidated Balance Sheet			Financial Instruments		Cash Collateral Paid		Net Amounts
Derivatives subject to a master netting arrangement or similar agreement	$	(25,829	)	$	—	$	(25,829	)	$	15,915	$	1,004	$	(8,910	)

As of December 31, 2017
Derivatives subject to a master netting arrangement or similar agreement	$	(22,495	)	$	—	$	(22,495	)	$	15,050	$	2,716	$	(4,729	)

See Note 8, Fair Value Measurements, for the determination of the fair values of derivatives.

Income Statement Presentation

The following table summarizes the location and amount of gains and losses on derivatives in the Consolidated Statements of Income for the three and nine months ended September 30, 2018 and 2017:



		Amount of Gain (Loss) Recognized in Income on Derivative Contracts (a)
	Location of Gain (Loss) Recognized in Income on Derivative Contracts	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)		2018		2017		2018		2017
Foreign currency exchange contracts	Foreign currency exchange gain (loss), net	$	2,058	$	3,062	$	10,438	$	(3,007	)

(a) The Company enters into derivative contracts such as foreign currency exchange forwards and cross-currency swaps as part of its HiFX operations. These derivative contracts are excluded from this table as they are part of the broader disclosure of foreign currency exchange revenues for this business discussed above.

(8) FAIR VALUE MEASUREMENTS

Fair value measurements used in the unaudited consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data

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obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


•	Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.


•	Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.


•	Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.

The following table details financial assets and liabilities measured and recorded at fair value on a recurring basis:



		As of September 30, 2018
(in thousands)	Balance Sheet Classification	Level 1		Level 2			Level 3		Total
Assets
Foreign currency exchange contracts	Other current assets	$	—	$	41,399		$	—	$	41,399
Liabilities
Foreign currency exchange contracts	Other current liabilities	$	—	$	(25,829	)	$	—	$	(25,829	)



		As of December 31, 2017
(in thousands)	Balance Sheet Classification	Level 1		Level 2			Level 3		Total
Assets
Foreign currency exchange contracts	Other current assets	$	—	$	36,574		$	—	$	36,574
Liabilities
Foreign currency exchange contracts	Other current liabilities	$	—	$	(22,495	)	$	—	$	(22,495	)

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, accounts receivable, trade accounts payable, accrued expenses and other current obligations approximate their fair values because of the relatively short-term maturities of these financial instruments. The carrying values of the Company’s long-term debt (other than the Convertible Notes), including the current portion, approximate fair value because interest is primarily based on LIBOR, which resets at various intervals of less than one year. The Company estimates the fair value of the Convertible Notes using quoted prices in inactive markets for identical liabilities (Level 2). As of September 30, 2018 and December 31, 2017, the fair values of the Convertible Notes were $562.6 million and $503.7 million, respectively, with carrying values of $377.9 million and $369.3 million, respectively.

(9) SEGMENT INFORMATION

The Company’s reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting. The Company currently operates in the following three reportable operating segments:

Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East and Asia Pacific and the United States. The Company provides comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, dynamic currency conversion and other value added services. Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.


2)	Through the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the United States and South America.

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Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria, HiFX, IME and xe. Ria and IME provide global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network. HiFX offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses. xe is a provider of foreign currency exchange information and offers money transfers on its currency data websites. The Company also offers customers bill payment services, payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services, foreign currency exchange services and mobile top-up. The Company provides cash management solutions and foreign currency risk management services to small-to-medium sized businesses under the brand name HiFM.

In addition, the Company accounts for non-operating activity, most share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in its administrative division, “Corporate Services, Eliminations and Other.” These services are not directly identifiable with the Company’s reportable operating segments.

The following tables present the Company’s reportable segment results for the three and nine months ended September 30, 2018 and 2017:



	For the Three Months Ended September 30, 2018
(in thousands)	EFT Processing		epay		Money Transfer		Corporate Services, Eliminations and Other			Consolidated
Total revenues	$	261,736	$	185,431	$	268,291	$	(953	)	$	714,505
Operating expenses:
Direct operating costs	101,763		142,665		144,758		(950		)	388,236
Salaries and benefits	21,653		14,491		48,945		8,019			93,108
Selling, general and administrative	11,227		9,968		32,483		2,109			55,787
Depreciation and amortization	16,694		1,881		7,854		32			26,461
Total operating expenses	151,337		169,005		234,040		9,210			563,592
Operating income (expense)	$	110,399	$	16,426	$	34,251	$	(10,163	)	$	150,913



	For the Three Months Ended September 30, 2017
(in thousands)	EFT Processing		epay		Money Transfer		Corporate Services, Eliminations and Other			Consolidated
Total revenues	$	226,321	$	184,234	$	228,105	$	(826	)	$	637,834
Operating expenses:
Direct operating costs	99,024		143,023		123,588		(820		)	364,815
Salaries and benefits	16,817		13,955		44,110		7,252			82,134
Selling, general and administrative	8,878		9,145		28,648		2,608			49,279
Depreciation and amortization	14,805		2,461		7,403		36			24,705
Total operating expenses	139,524		168,584		203,749		9,076			520,933
Operating income (expense)	$	86,797	$	15,650	$	24,356	$	(9,902	)	$	116,901

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	For the Nine Months Ended September 30, 2018
(in thousands)	EFT Processing		epay		Money Transfer		Corporate Services, Eliminations and Other			Consolidated
Total revenues	$	592,333	$	528,739	$	768,943	$	(2,771	)	$	1,887,244
Operating expenses:
Direct operating costs	279,927		403,010		412,895		(2,760		)	1,093,072
Salaries and benefits	57,704		43,235		145,420		24,178			270,537
Selling, general and administrative	30,557		27,191		93,610		6,798			158,156
Depreciation and amortization	49,277		5,653		23,702		94			78,726
Total operating expenses	417,465		479,089		675,627		28,310			1,600,491
Operating income (expense)	$	174,868	$	49,650	$	93,316	$	(31,081	)	$	286,753



	For the Nine Months Ended September 30, 2017
(in thousands)	EFT Processing		epay		Money Transfer		Corporate Services, Eliminations and Other			Consolidated
Total revenues	$	488,030	$	512,531	$	649,205	$	(1,989	)	$	1,647,777
Operating expenses:
Direct operating costs	238,753		393,269		348,724		(1,978		)	978,768
Salaries and benefits	46,125		39,606		125,273		21,613			232,617
Selling, general and administrative	23,960		27,628		77,912		10,208			139,708
Acquired intangible assets impairment	2,286		—		—		—			2,286
Depreciation and amortization	39,816		7,667		21,941		96			69,520
Total operating expenses	350,940		468,170		573,850		29,939			1,422,899
Operating income (expense)	$	137,090	$	44,361	$	75,355	$	(31,928	)	$	224,878

The following table presents the Company’s property and equipment and total assets by reportable segment:



	Property and Equipment, net as of				Total Assets as of
(in thousands)	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
EFT Processing	$	209,912	$	196,451	$	1,460,848	$	1,040,135
epay	29,496		28,135		616,406		695,990
Money Transfer	43,684		43,564		1,366,298		1,255,765
Corporate Services, Eliminations and Other	75		153		17,234		148,139
Total	$	283,167	$	268,303	$	3,460,786	$	3,140,029

(10) INCOME TAXES

The Company's effective income tax rate was 25.5% and 27.4% for the three and nine months ended September 30, 2018, respectively, compared to 13.4% and 19.3% for the three and nine months ended September 30, 2017, respectively. The Company's effective income tax rate for the three and nine months ended September 30, 2017 was less than the applicable statutory rate of 35% primarily due to the release of a $16.3 million valuation allowance against certain foreign deferred tax assets and, to a lesser extent, the Company's U.S. tax position. In 2017, the significant year-over-year and year-to-date profitability of ATMs under management in Europe allowed the release of the valuation allowance as the Company believes that certain foreign deferred assets, including net operating loss carryforwards, will more likely than not be realized in future periods. In addition, the Company had significant U.S. federal tax net operating loss carryforwards with no recent history of significant U.S. taxable income; therefore, the Company had recorded a valuation allowance against its net U.S. deferred tax assets. Accordingly, in instances when the Company generated pre-tax U.S. GAAP income, no income tax expense was recognized to the extent there were net operating loss carryforwards to offset the pre-tax U.S. GAAP income.

The Company's effective income tax rate for the three and nine months ended September 30, 2018 was higher than the applicable statutory income tax rate of 21% as a result of the enactment into law of what is commonly known as the Tax Cuts and Jobs Act of 2017 (the "Act") and the Act's impact on the Company's U.S. income tax positions at the end of 2017. The most significant provisions of the Act are the transition tax on previously undistributed foreign earnings of foreign subsidiaries, the reduction in the U.S. corporate statutory income tax rate from 35% to 21% beginning on January 1, 2018, and new taxes on certain foreign sourced earnings. As stated above, the Company had recorded a valuation allowance against its net U.S. deferred tax assets. Upon enactment of the Act, the Company expected to utilize its historic U.S. federal tax net operating losses to partially offset the transition tax and released the associated valuation allowance in the fourth quarter of 2017. This

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change has created additional U.S. tax expense as the Company now recognizes income tax expense on its pre-tax U.S. GAAP income. In addition, the Act's global intangible low-taxed income ("GILTI") provision has subjected the Company's foreign earnings to additional U.S. tax expense.

The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period of up to one year from the Act's enactment date for companies to complete their accounting. In accordance with SAB 118, the Company provided provisional amounts where appropriate which it believes represent a reasonable estimate based on available information and its interpretations of the Act. Further, the Company is allowed to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or recognize such taxes as current period expenses when incurred. Due to the complexity of calculating GILTI, the Company has not determined which method it will apply. The Company will continue to evaluate the Act and adjust the provisional amounts as additional information becomes available.

(11) COMMITMENTS

As of September 30, 2018, the Company had $74.3 million of stand-by letters of credit/bank guarantees issued on its behalf, of which $47.9 million are outstanding under the Credit Facility. The remaining stand-by letters of credit/bank guarantees are collateralized by $3.7 million of cash deposits held by the respective issuing banks.

Under certain circumstances, Euronet grants guarantees in support of obligations of subsidiaries. As of September 30, 2018, the Company had granted off balance sheet guarantees for cash in various ATM networks amounting to $23.2 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $29.4 million over the terms of agreements with the customers.

From time to time, the Company enters into agreements with commercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. The amount of such potential obligations is generally not stated in the agreements. Euronet's liability under such indemnification provisions may be mitigated by relevant insurance coverage and may be subject to time and materiality limitations, monetary caps and other conditions and defenses. Such indemnification obligations include the following:

•

In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for damage to ATMs and theft of ATM network cash that, generally, is not recorded on the Company’s Consolidated Balance Sheets. As of September 30, 2018, the balance of cash used in the Company's ATM networks for which the Company was responsible was approximately $318 million. The Company maintains insurance policies to mitigate this exposure;

•

In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for losses suffered by its customers and other parties as a result of the breach of its computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through its processing systems. The Company maintains systems of internal controls and insurance policies to mitigate this exposure;


•	In connection with the license of proprietary systems to customers, the Company provides certain warranties and infringement indemnities to the licensee, which generally warrant that such systems do not infringe on intellectual property owned by third parties and that the systems will perform in accordance with their specifications;


•	Euronet has entered into purchase and service agreements with vendors and consulting agreements with providers of consulting services, pursuant to which the Company has agreed to indemnify certain of such vendors and consultants, respectively, against third-party claims arising from the Company’s use of the vendor’s product or the services of the vendor or consultant;

•

In connection with acquisitions and dispositions of subsidiaries, operating units and business assets, the Company has entered into agreements containing indemnification provisions, which can be generally described as follows: (i) in connection with acquisitions of operating units or assets made by Euronet, the Company has agreed to indemnify the seller against third-party claims made against the seller relating to the operating unit or asset and arising after the closing of the transaction, and (ii) in connection with dispositions made by Euronet, Euronet has agreed to indemnify the buyer against damages incurred by the buyer due to the buyer’s reliance on representations and warranties relating to the subject subsidiary, operating unit or business assets in the disposition agreement if such representations or warranties were untrue when made; and

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•	Euronet has entered into agreements with certain third parties, including banks that provide fiduciary and other services to Euronet or to the Company’s benefit plans. Under such agreements, the Company has agreed to indemnify such service providers for third-party claims relating to carrying out their respective duties under such agreements.

The Company is also required to meet minimum capitalization and cash requirements of various regulatory authorities in the jurisdictions in which the Company has money transfer operations. The Company has obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.

To date, the Company is not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Company and, accordingly, no liabilities were recorded as of September 30, 2018 or December 31, 2017.

(12) LITIGATION AND CONTINGENCIES

From time to time, the Company is a party to legal or regulatory proceedings arising in the ordinary course of its business. Currently, there are no legal proceedings or regulatory findings that management believes, either individually or in the aggregate, would have a material adverse effect on the Company's consolidated financial condition or results of operations. In accordance with U.S. GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

(13) SUBSEQUENT EVENT

On October 17, 2018, the Company entered into a new unsecured revolving credit agreement for $1.0 billion that expires on October 17, 2023. Interest on borrowings varies based upon the Company's corporate credit rating and on a margin over LIBOR or a margin over the base rate, as selected by the Company, with the applicable margin ranging from 1.125% to 2.0% or 0.175% to 1.0% for base rate loans. The new credit facility replaced the $675 million senior secured credit facility that was due to expire on April 9, 2019.

Once each of Euronet's domestic subsidiaries reaches a certain size, it is required under the unsecured revolving credit agreement to provide a guarantee of all the outstanding obligations under the credit agreement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The terms "Euronet," the "Company," "we" and "us" as used herein refer to Euronet Worldwide, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that constitute forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Generally, the words "believe," "expect," "anticipate," "intend," "estimate," "will" and similar expressions identify forward-looking statements. However, the absence of these words or similar expressions does not mean the statement is not forward-looking. All statements other than statements of historical facts included in this document are forward-looking statements, including, but not limited to, statements regarding the following:


•	our business plans and financing plans and requirements;


•	trends affecting our business plans and financing plans and requirements;


•	trends affecting our business;


•	the adequacy of capital to meet our capital requirements and expansion plans;


•	the assumptions underlying our business plans;


•	our ability to repay indebtedness;


•	our estimated capital expenditures;


•	the potential outcome of loss contingencies;


•	our expectations regarding the closing of any pending acquisitions;


•	business strategy;


•	government regulatory action;


•	the expected effects of changes in laws or accounting standards;


•	technological advances; and


•	projected costs and revenues.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct.

Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may materially differ from those in the forward-looking statements as a result of various factors, including, but not limited to, conditions in world financial markets and general economic conditions, including the effects in Europe of the Brexit vote, and economic conditions in specific countries and regions; the effects of demonetization in India; technological developments affecting the market for our products and services; our ability to successfully introduce new products and services; foreign currency exchange rate fluctuations; the effects of any breach of our computer systems or those of our customers or vendors, including our financial processing networks or those of other third parties; interruptions in any of our systems or those of our vendors or other third parties; our ability to renew existing contracts at profitable rates; changes in fees payable for transactions performed for cards bearing international logos or over switching networks such as card transactions on ATMs; Visa's announced rule change to allow our ATMs to provide DCC beginning mid-April of next year; our ability to comply with increasingly stringent regulatory requirements, including anti-money laundering, anti-terrorism, anti-bribery, consumer and data protection requirements, and the E.U. General Data Protection Regulation, or GDPR, and Payment Services Directive 2, or PSD2, requirements; changes in laws and regulations affecting our business, including tax and immigration laws and any laws regulating payments, including DCC transactions; changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting Euronet; and those factors referred to above and as set forth and more fully described in Part I, Item 1A — Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2017 and in Part II, Item 1A-Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. Our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are available on the SEC's EDGAR website at www.sec.gov, and copies may also be obtained by contacting the Company. Any forward-looking statements made in this Form 10-Q speak only as of the date of this report. Except as required by law, we do not intend, and do not undertake any obligation, to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

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OVERVIEW

COMPANY OVERVIEW, GEOGRAPHIC LOCATIONS AND PRINCIPAL PRODUCTS AND SERVICES

Euronet is a leading electronic payments provider. We offer payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Our primary product offerings include comprehensive automated teller machine (“ATM”), point-of-sale (“POS”), card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime and other electronic payment products, foreign currency exchange services and global money transfer services. We operate in the following three segments:

•

The EFT Processing Segment, which processes transactions for a network of 41,902 ATMs and approximately 279,000 POS terminals across Europe, the Middle East and Asia Pacific and the United States. We provide comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, dynamic currency conversion ("DCC"), and other value added services. Through this segment, we also offer a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.

•

The epay Segment, which provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products. We operate a network of approximately 687,000 POS terminals providing electronic processing of prepaid mobile airtime top-up services and other electronic payment products in Europe, the Middle East, Asia Pacific, the United States and South America. We also provide vouchers and physical gift fulfillment services in Europe.

•

The Money Transfer Segment, which provides global consumer-to-consumer money transfer services, primarily under the brand names Ria, IME and xe, and global account-to-account money transfer services under the brand name HiFX. We offer services under the brand names Ria and IME through a network of sending agents, Company-owned stores (primarily in North America, Europe and Malaysia) and Ria branded websites (riamoneytransfer.com and imeremit.com), disbursing money transfers through a worldwide correspondent network that includes approximately 361,000 locations. xe is a provider of foreign currency exchange information and offers money transfer services on its currency data websites (xe.com and x-rates.com). We offer services under the brand name HiFX through HiFX branded websites and HiFX customer service representatives. In addition to money transfers, we also offer customers bill payment services (primarily in the U.S.), payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services for a wide variety of issued checks, along with competitive foreign currency exchange services and prepaid mobile top-up. Through our HiFM brand, we offer cash management solutions and foreign currency risk management services to small-to-medium sized businesses.

We have six processing centers in Europe, five in Asia Pacific and two in North America. We have 36 principal offices in Europe, 11 in Asia Pacific, nine in North America, three in the Middle East, two in South America and one in Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 72% of our revenues denominated in currencies other than the U.S. dollar, any significant changes in foreign currency exchange rates will likely have a significant impact on our results of operations.

SOURCES OF REVENUES AND CASH FLOW

Euronet primarily earns revenues and income from ATM management fees, transaction fees, commissions and foreign currency exchange margin. Each operating segment’s sources of revenues are described below.

EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately 37% and 31% of total consolidated revenues for the third quarter and first nine months of 2018, respectively, are primarily derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing, and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs. Revenues in this segment are also derived from license fees, professional services and maintenance fees for proprietary application software and sales of related hardware.

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epay Segment — Revenues in the epay Segment, which represented approximately 26% and 28% of total consolidated revenues for the third quarter and first nine months of 2018, respectively, are derived from commissions or processing fees received from mobile phone operators for the processing and distribution of prepaid mobile airtime and commissions earned from the distribution of other electronic payment products, vouchers, and physical gifts. The proportion of epay Segment revenues earned from the distribution of prepaid mobile phone time as compared with other electronic products has decreased over time, and non-mobile content now produces approximately 60% of epay Segment revenues. Other electronic payment products offered by this segment include digital content such as music, games and software, as well as other products, including prepaid long distance calling card plans, prepaid Internet plans, prepaid debit cards, gift cards, vouchers, transport payments, lottery payments, bill payment, and money transfer.

Money Transfer Segment — Revenues in the Money Transfer Segment, which represented approximately 37% and 41% of total consolidated revenues for the third quarter and first nine months of 2018, respectively, are primarily derived from transaction fees, as well as the margin earned from purchasing foreign currency at wholesale exchange rates and selling the foreign currency to customers at retail exchange rates. We have a sending agent network in place comprised of agents, customer service representatives, Company-owned stores, primarily in North America, Europe, and Malaysia, and Ria, xe and HiFX branded websites, along with a worldwide network of correspondent agents, consisting primarily of financial institutions in the transfer destination countries. Sending and correspondent agents each earn fees for cash collection and distribution services, which are recognized as direct operating costs at the time of sale.

The Company offers a money transfer product called Walmart-2-Walmart Money Transfer Service which allows customers to transfer money to and from Walmart stores in the U.S. Our Ria business executes the transfers with Walmart serving as both the sending agent and payout correspondent. Ria earns a lower margin from these transactions than its traditional money transfers; however, the arrangement has added a significant number of transactions to Ria’s business. The agreement with Walmart establishes Ria as the only party through which Walmart will sell U.S. domestic money transfers branded with Walmart marks. The agreement is effective until April 2020. Thereafter, it will automatically renew for subsequent one year terms unless either party provides notice to the contrary. The agreement imposes certain obligations on each party, the most significant being service level requirements by Ria and money transfer compliance requirements by Walmart. Any violation of these requirements by Ria could result in an obligation to indemnify Walmart or termination of the contract by Walmart. However, the agreement allows the parties to resolve disputes by mutual agreement without termination of the agreement.

Corporate Services, Eliminations and Other - In addition to operating in our principal operating segments described above, our “Corporate Services, Eliminations and Other” category includes non-operating activity, certain inter-segment eliminations and the cost of providing corporate and other administrative services to the operating segments, including most share-based compensation expense. These services are not directly identifiable with our reportable operating segments.

OPPORTUNITIES AND CHALLENGES

Our expansion plans and opportunities are focused on eight primary areas:


•	increasing the number of ATMs and cash deposit terminals in our independent networks;


•	increasing transactions processed on our network of owned and operated ATMs and POS devices;


•	signing new outsourced ATM and POS terminal management contracts;


•	expanding value added services and other products offered by our EFT Processing Segment, including the sale of DCC, acquiring and other prepaid card services to banks and retailers;


•	expanding our epay processing network and portfolio of digital content;


•	expanding our money transfer services, cross-currency payment products and bill payment network;


•	expanding our cash management solutions and foreign currency risk management services; and


•	developing our credit and debit card outsourcing business.

EFT Processing Segment — The continued expansion and development of our EFT Processing Segment business will depend on various factors including, but not necessarily limited to, the following:


•	the impact of competition by banks and other ATM operators and service providers in our current target markets;


•	the demand for our ATM outsourcing services in our current target markets;


•	our ability to develop products or services, including value added services, to drive increases in transactions and revenues;


•	the expansion of our various business lines in markets where we operate and in new markets;

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•	our entry into additional card acceptance and ATM management agreements with banks;


•	our ability to obtain required licenses in markets we intend to enter or expand services;


•	our ability to enter into and renew ATM network cash supply agreements with financial institutions;


•	the availability of financing for expansion;


•	our ability efficiently to install ATMs contracted under newly awarded outsourcing agreements;


•	our ability to renew existing contracts at profitable rates;


•	our ability to maintain pricing at current levels or mitigate price reductions in certain markets;


•	the impact of changes in rules imposed by international card organizations such as Visa and Mastercard on card transactions on ATMs, including reductions in ATM interchange fees, restrictions on the ability to apply direct access fees, the ability to offer DCC transactions on ATMs, and increases in fees charged on DCC transactions;


•	the impact of changes in laws and regulations affecting the profitability of our services, including regulation of DCC transactions by the E.U.;


•	our ability to expand and sign additional customers for the cross-border merchant processing and acquiring business; and


•	the continued development and implementation of our software products and their ability to interact with other leading products.

We consistently evaluate and add prospects to our list of potential ATM outsource customers. However, we cannot predict the increase or decrease in the number of ATMs we manage under outsourcing agreements because this depends largely on the willingness of banks to enter into outsourcing contracts with us. Due to the thorough internal reviews and extensive negotiations conducted by existing and prospective banking customers in choosing outsource vendors, the process of entering into or renewing outsourcing agreements can take several months. The process is further complicated by the legal and regulatory considerations of local countries. These agreements tend to cover large numbers of ATMs, so significant increases and decreases in our pool of managed ATMs could result from the acquisition or termination of one or more of these management contracts. Therefore, the timing of both current and new contract revenues is uncertain and unpredictable.

Software products are an integral part of our product lines, and our investment in research, development, delivery and customer support reflects our ongoing commitment to an expanded customer base.

epay Segment — The continued expansion and development of the epay Segment business will depend on various factors, including, but not necessarily limited to, the following:


•	our ability to maintain and renew existing agreements, and to negotiate new agreements in additional markets with mobile operators, digital content providers, agent financial institutions and retailers;


•	our ability to use existing expertise and relationships with mobile operators, digital content providers and retailers to our advantage;


•	the continued use of third-party providers such as ourselves to supply electronic processing solutions for existing and additional digital content;


•	the development of mobile phone networks in the markets in which we do business and the increase in the number of mobile phone users;


•	the overall pace of growth in the prepaid mobile phone and digital content market, including consumer shifts between prepaid and postpaid services;


•	our market share of the retail distribution capacity;


•	the development of new technologies that may compete with POS distribution of prepaid mobile airtime and other products;


•	the level of commission that is paid to the various intermediaries in the electronic payment distribution chain;


•	our ability to fully recover monies collected by retailers;


•	our ability to add new and differentiated products in addition to those offered by mobile operators;


•	our ability to develop and effectively market additional value added services;

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•	our ability to take advantage of cross-selling opportunities with our EFT Processing and Money Transfer Segments, including providing money transfer services through our distribution network; and


•	the availability of financing for further expansion.

In all of the markets in which we operate, we are experiencing significant competition which will impact the rate at which we may be able to grow organically. Competition among prepaid mobile airtime and digital content distributors results in the increase of commissions paid to retailers and increases in retailer attrition rates. To grow, we must capture market share from other prepaid mobile airtime and digital content distributors, offer a superior product offering and demonstrate the value of a global network. In certain markets in which we operate, many of the factors that may contribute to rapid growth (growth in electronic payment products, expansion of our network of retailers and access to products of mobile operators and other content providers) remain present.

Money Transfer Segment — The continued expansion and development of our Money Transfer Segment business will depend on various factors, including, but not necessarily limited to, the following:


•	the continued growth in worker migration and employment opportunities;


•	the mitigation of economic and political factors that have had an adverse impact on money transfer volumes, such as changes in the economic sectors in which immigrants work and the developments in immigration policies in the countries in which we operate;


•	the continuation of the trend of increased use of electronic money transfer and bill payment services among high-income individuals, immigrant workers and the unbanked population in our markets;


•	our ability to maintain our agent and correspondent networks;


•	our ability to offer our products and services or develop new products and services at competitive prices to drive increases in transactions;


•	the development of new technologies that may compete with our money transfer network, and our ability to acquire, develop and implement new technologies;


•	the expansion of our services in markets where we operate and in new markets;


•	our ability to strengthen our brands;


•	our ability to fund working capital requirements;


•	our ability to recover from agents funds collected from customers and our ability to recover advances made to correspondents;


•	our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate;


•	our ability to take advantage of cross-selling opportunities with the epay Segment, including providing prepaid services through our stores and agents worldwide;


•	our ability to leverage our banking and merchant/retailer relationships to expand money transfer corridors to Europe, Asia and Africa, including high growth corridors to Central and Eastern European countries;


•	the availability of financing for further expansion;


•	the ability to maintain banking relationships necessary for us to service our customers;


•	our ability to successfully expand our agent network in Europe using our payment institution licenses under the Second Payment Services Directive ("PSD2") and using our various licenses in the United States;


•	our ability to provide additional value-added products under the xe brand, and;


•	the considerations regarding the use of our various trade names within the money transfer business.

For all segments, our continued expansion may involve additional acquisitions that could divert our resources and management time and require integration of new assets with our existing networks and services. Our ability to effectively manage our growth has required us to expand our operating systems and employee base, particularly at the management level, which has added incremental operating costs. An inability to continue to effectively manage expansion could have a material adverse effect on our business, growth, financial condition or results of operations. Inadequate technology and resources would impair

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our ability to maintain current processing technology and efficiencies, as well as deliver new and innovative services to compete in the marketplace.

SEGMENT SUMMARY RESULTS OF OPERATIONS

Revenues and operating income by segment for the three and nine months ended September 30, 2018 and 2017 are summarized in the tables below:



	Revenues for the Three Months Ended September 30,						Year-over-Year Change					Revenues for the Nine Months Ended September 30,						Year-over-Year Change
(dollar amounts in thousands)	2018			2017			Increase (Decrease) Amount			Increase Percent		2018			2017			Increase (Decrease) Amount			Increase Percent
EFT Processing	$	261,736		$	226,321		$	35,415		16	%	$	592,333		$	488,030		$	104,303		21	%
epay	185,431			184,234			1,197			1	%	528,739			512,531			16,208			3	%
Money Transfer	268,291			228,105			40,186			18	%	768,943			649,205			119,738			18	%
Total	715,458			638,660			76,798			12	%	1,890,015			1,649,766			240,249			15	%
Corporate services, eliminations and other	(953		)	(826		)	(127		)	15	%	(2,771		)	(1,989		)	(782		)	39	%
Total	$	714,505		$	637,834		$	76,671		12	%	$	1,887,244		$	1,647,777		$	239,467		15	%



	Operating Income (Expense) for the Three Months Ended September 30,						Year-over-Year Change					Operating Income (Expense) for the Nine Months Ended September 30,						Year-over-Year Change
(dollar amounts in thousands)	2018			2017			Increase (Decrease) Amount			Increase Percent		2018			2017			Increase Amount		Increase (Decrease) Percent
EFT Processing	$	110,399		$	86,797		$	23,602		27	%	$	174,868		$	137,090		$	37,778	28	%
epay	16,426			15,650			776			5	%	49,650			44,361			5,289		12	%
Money Transfer	34,251			24,356			9,895			41	%	93,316			75,355			17,961		24	%
Total	161,076			126,803			34,273			27	%	317,834			256,806			61,028		24	%
Corporate services, eliminations and other	(10,163		)	(9,902		)	(261		)	3	%	(31,081		)	(31,928		)	847		(3	)%
Total	$	150,913		$	116,901		$	34,012		29	%	$	286,753		$	224,878		$	61,875	28	%

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Impact of changes in foreign currency exchange rates

Our revenues and local expenses are recorded in the functional currencies of our operating entities and translated into U.S. dollars for financial reporting purposes; therefore, amounts we earn outside the U.S. are negatively impacted by a stronger U.S. dollar and positively impacted by a weaker U.S. dollar. Considering the results by country and the associated functional currency, we estimate that our reported consolidated operating income for the third quarter and first nine months of 2018 was 1% less and 3% more, respectively, due to the changes in foreign currency exchange rates when compared to the same periods of 2017.

To provide further perspective on the impact of foreign currency exchange rates, the following table shows the changes in values relative to the U.S. dollar of the currencies of the countries in which we have our most significant operations:



	Average Translation Rate Three Months Ended September 30,				Increase (Decrease) Percent		Average Translation Rate Nine Months Ended September 30,				Increase (Decrease) Percent
Currency (dollars per foreign currency)	2018		2017		Increase (Decrease) Percent		2018		2017		Increase (Decrease) Percent
Australian dollar	$	0.7311	$	0.7896	(7	)%	$	0.7579	$	0.7661	(1	)%
British pound	$	1.3027	$	1.3091	—	%	$	1.3516	$	1.2756	6	%
euro	$	1.1624	$	1.1754	(1	)%	$	1.1944	$	1.1136	7	%
Hungarian forint	$	0.0036	$	0.0038	(5	)%	$	0.0038	$	0.0036	6	%
Indian rupee	$	0.0143	$	0.0156	(8	)%	$	0.0149	$	0.0153	(3	)%
Malaysian ringgit	$	0.2444	$	0.2347	4	%	$	0.2509	$	0.2302	9	%
New Zealand dollar	$	0.6684	$	0.7309	(9	)%	$	0.6999	$	0.7156	(2	)%
Polish zloty	$	0.2702	$	0.2762	(2	)%	$	0.2814	$	0.2613	8	%

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COMPARISON OF OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

EFT PROCESSING SEGMENT

The following table presents the results of operations for the three and nine months ended September 30, 2018 and 2017 for our EFT Processing Segment:



	Three Months Ended September 30,				Year-over-Year Change				Nine Months Ended September 30,				Year-over-Year Change
(dollar amounts in thousands)	2018		2017		Increase Amount		Increase Percent		2018		2017		Increase (Decrease) Amount			Increase Percent
Total revenues	$	261,736	$	226,321	$	35,415	16	%	$	592,333	$	488,030	$	104,303		21	%
Operating expenses:
Direct operating costs	101,763		99,024		2,739		3	%	279,927		238,753		41,174			17	%
Salaries and benefits	21,653		16,817		4,836		29	%	57,704		46,125		11,579			25	%
Selling, general and administrative	11,227		8,878		2,349		26	%	30,557		23,960		6,597			28	%
Acquired intangible assets impairment	—		—		—		n/m		—		2,286		(2,286		)	n/m
Depreciation and amortization	16,694		14,805		1,889		13	%	49,277		39,816		9,461			24	%
Total operating expenses	151,337		139,524		11,813		8	%	417,465		350,940		66,525			19	%
Operating income	$	110,399	$	86,797	$	23,602	27	%	$	174,868	$	137,090	$	37,778		28	%
Transactions processed (millions)	711		615		96		16	%	2,010		1,726		284			16	%
ATMs as of September 30,	41,902		38,105		3,797		10	%	41,902		38,105		3,797			10	%
Average ATMs	41,761		38,123		3,638		10	%	39,975		36,524		3,451			9	%

Revenues

EFT Processing Segment total revenues for the three and nine months ended September 30, 2018 were $261.7 million and $592.3 million, respectively, an increase of $35.4 million or 16% and $104.3 million or 21% as compared to the same periods in 2017. The increase in total revenues for the three and nine months ended September 30, 2018 were primarily due to an increase in the number of ATMs under management in Europe. Specifically, the increase in the number of ATMs contributed to increases in the number of transactions processed. The transaction growth includes an increase in value-added transactions on the ATMs and point-of-sale terminals, including dynamic currency conversion, domestic and international surcharge, and foreign currency dispensing. The increases for the first nine months of 2018 were also impacted by the recovery from a cash shortage in India due to the demonetization initiated in the fourth quarter of 2016, which carried over into the first half of 2017. In the second half of 2017, the India cash supply returned to near pre-demonetization levels. Foreign currency exchange rate movements increased total revenues by approximately $20.3 million for the first nine months of 2018 as compared to the same period in 2017 and decreased total revenues by approximately $4.8 million for the third quarter of 2018 as compared to the same period in 2017.

Average monthly revenues per ATM were $2,089 and $1,646 for the three and nine months ended September 30, 2018, respectively, compared to $1,979 and $1,485 for the three and nine months ended September 30, 2017, respectively. Revenues per transaction were $0.37 for the third quarter and $0.29 for the first nine months of 2018, respectively, compared to $0.37 for the third quarter and and $0.28 for the first nine months of 2017, respectively. The increase in average monthly revenues per ATM for the first nine months of 2018 was primarily the result of the impact of the weakening of the U.S. dollar against key foreign currencies.

Direct operating costs

EFT Processing Segment direct operating costs were $101.8 million and $279.9 million for the three and nine months ended September 30, 2018, respectively, an increase of $2.7 million or 3% and $41.2 million or 17% as compared to the same periods in 2017. Direct operating costs in the EFT Processing Segment consist primarily of site rental fees, cash delivery costs, cash supply costs, maintenance, insurance, telecommunications, data center operations-related personnel, as well as the processing centers’ facility-related costs and other processing center-related expenses and commissions paid to retail merchants, banks and card processors involved with POS DCC transactions. The increases in direct operating costs for the three and nine months

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ended September 30, 2018 were primarily due to an increase in the number of ATMs under management, particularly our independent ATM network which has more seasonal revenue generation.

Gross profit

Gross profit, which is calculated as revenues less direct operating costs, was $160.0 million and $312.4 million for the three and nine months ended September 30, 2018, respectively, compared to $127.3 million and $249.3 million for the three and nine months ended September 30, 2017, respectively. The increases in gross profit were primarily due to the growth in revenues from the increases in ATMs under management, DCC transactions, domestic and international surcharge, and foreign currency dispensing. The net impact of the U.S. dollar weakening against key foreign currencies also contributed to the increase in gross profit for the first nine months of 2018. Gross profit as a percentage of revenues (“gross margin”) was 61.1% and 52.7% for the three and nine months ended September 30, 2018, respectively, as compared to 56.2% and 51.1% for the three and nine months ended September 30, 2017. For the three and nine months ended September 30, 2018, the increases in gross margins were attributable to the increases in DCC transactions, domestic and international surcharge, foreign currency dispensing, and also a higher volume of sales of POS devices in Greece on which we earned a lower margin in the third quarter of 2017 which did not occur in the current period.

Salaries and benefits

Salaries and benefits expense increased $4.8 million or 29% and $11.6 million or 25% for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases in salaries and benefits were primarily attributable to higher bonus expense resulting from operating income growth and additional headcount to support an increase in the number of ATMs and POS devices under management. As a percentage of revenues, these costs increased to 8.3% and 9.7% for the third quarter and first nine months of 2018, respectively, compared to 7.4% and 9.5% for the third quarter and first nine months of 2017, respectively. The increases were primarily due to additional headcount to support an increase in the number of ATMs and POS devices under management.

Selling, general and administrative

Selling, general and administrative expenses for the three and nine months ended September 30, 2018 were $11.2 million and $30.6 million, respectively, an increase of $2.3 million or 26% and $6.6 million or 28% as compared to the same periods in 2017. The increases in selling, general and administrative expenses were primarily due to an increase in costs to support the growth in the business. As a percentage of revenues, selling, general and administrative expenses were 4.3% and 5.2% for the three and nine months ended September 30, 2018, respectively, compared to 3.9% and 4.9% for the three and nine months ended September 30, 2017, respectively.

Depreciation and amortization

Depreciation and amortization expense increased $1.9 million and $9.5 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily attributable to the deployment of additional ATMs under management and software assets. As a percentage of revenues, depreciation and amortization expense was 6.4% and 8.3% for the third quarter and first nine months of 2018, respectively, as compared to 6.5% and 8.2% for the same periods of 2017.

Operating income

EFT Processing Segment operating income for the three and nine months ended September 30, 2018 was $110.4 million and $174.9 million, respectively, an increase of $23.6 million or 27% and $37.8 million or 28% as compared to the same periods in 2017. EFT Processing Segment operating income for the three and nine months ended September 30, 2018 increased primarily due to the increases in the number of DCC transactions, domestic and international surcharge, and foreign currency dispensing as a result of the increased number of ATMs.

Operating income as a percentage of revenues (“operating margin”) was 42.2% for the third quarter and 29.5% for the first nine months of 2018 compared to 38.4% for the third quarter and 28.1% for the first nine months of 2017. The increases in operating margins were primarily due to higher operating revenues partially offset by expenses incurred to support the increased revenues and additional ATMs under management. Operating income per transaction was $0.16 for the third quarter and $0.09 for the first nine months of 2018 as compared to $0.14 and $0.08 for the same periods of 2017.

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EPAY SEGMENT

The following table presents the results of operations for the three and nine months ended September 30, 2018 and 2017 for our epay Segment:



	Three Months Ended September 30,				Year-over-Year Change					Nine Months Ended September 30,				Year-over-Year Change
(dollar amounts in thousands)	2018		2017		Increase (Decrease) Amount			Increase (Decrease) Percent		2018		2017		Increase (Decrease)Amount			Increase (Decrease)Percent
Total revenues	$	185,431	$	184,234	$	1,197		1	%	$	528,739	$	512,531	$	16,208		3	%
Operating expenses:
Direct operating costs	142,665		143,023		(358		)	—	%	403,010		393,269		9,741			2	%
Salaries and benefits	14,491		13,955		536			4	%	43,235		39,606		3,629			9	%
Selling, general and administrative	9,968		9,145		823			9	%	27,191		27,628		(437		)	(2	)%
Depreciation and amortization	1,881		2,461		(580		)	(24	)%	5,653		7,667		(2,014		)	(26	)%
Total operating expenses	169,005		168,584		421			—	%	479,089		468,170		10,919			2	%
Operating income	$	16,426	$	15,650	$	776		5	%	$	49,650	$	44,361	$	5,289		12	%
Transactions processed (millions)	284		293		(9		)	(3	)%	805		901		(96		)	(11	)%

Revenues

epay Segment total revenues for the three and nine months ended September 30, 2018 were $185.4 million and $528.7 million, respectively, an increase of $1.2 million or 1% and $16.2 million or 3% as compared to the same periods in 2017. The total revenues for the third quarter of 2018 was consistent with the same period in 2017. The increases in total revenues for the first nine months of 2018 was primarily due to an increase in the number of non-mobile transactions and the impact of the U.S. dollar weakening against key foreign currencies. The increase in total revenues was partially offset by the ASC 606 adjustment and a decrease in prepaid mobile transactions processed in the U.S., the U.K. and Australia due to competitive pressures on prepaid mobile carriers. Foreign currency exchange rate movements decreased total revenues by approximately $3.8 million for the third quarter of 2018 and increased total revenues by $18.2 million for the first nine months of 2018, compared to the same periods in 2017.

Revenues per transaction were $0.65 for the third quarter and $0.66 for the first nine months of 2018 compared to $0.63 and $0.57 for the same periods in 2017. The increases in revenues per transaction were primarily driven by the revenue growth from non-mobile transactions processed, for which we generally earn higher revenues per transaction than mobile transactions.

Direct operating costs

epay Segment direct operating costs were $142.7 million and $403.0 million for the three and nine months ended September 30, 2018, respectively, a decrease of $0.4 million and an increase of $9.7 million as compared to the same periods in 2017. Direct operating costs in our epay Segment include the commissions we pay to retail merchants for the distribution and sale of prepaid mobile airtime and other prepaid products, expenses incurred to operate POS terminals and the cost of vouchers sold and physical gifts fulfilled. The increase in direct operating costs for the first nine months of 2018 was primarily due to the ASC 606 adjustment and net impact of the U.S. dollar weakening against key foreign currencies.

Gross profit

Gross profit was $42.8 million and $125.7 million for the three and nine months ended September 30, 2018, respectively, as compared to $41.2 million and $119.3 million for the three and nine months ended September 30, 2017, respectively. The increases were primarily due to the growth in non-mobile transactions processed, partly offset by a decrease in prepaid mobile transactions processed in certain markets.

During the three and nine months ended September 30, 2018, the gross margin was essentially flat compared to the same periods in the prior year. Gross margin was 23.1% and 23.8% for the three and nine months ended September 30, 2018, respectively, as compared to 22.4% and 23.3% for the same periods in 2017.

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Salaries and benefits

Salaries and benefits expense increased $0.5 million or 4% and $3.6 million or 9% for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were mainly driven by the higher headcount in an effort to grow the segment. As a percentage of revenues, salaries and benefits were 7.8% and 8.2% for the three and nine months ended September 30, 2018, respectively, as compared to 7.6% and 7.7% for the same periods in 2017.

Selling, general and administrative

Selling, general and administrative expenses were $10.0 million and $27.2 million for the three and nine months ended September 30, 2018, an increase of 9% and a decrease of 2% as compared to the same periods in 2017. The increase for the third quarter of 2018 was mainly due to increased promotional cost for our non-mobile products. The decrease in selling, general and administrative expenses first nine months of 2018 for the was mainly due to cost control efforts. As a percentage of revenues, selling, general and administrative expenses were 5.4% and 5.1% for the three and nine months ended September 30, 2018 compared to 5.0% and 5.4% for the same periods in 2017.

Depreciation and amortization

Depreciation and amortization expense primarily represents depreciation of POS terminals we place in retail stores and the amortization of acquired intangible assets. Depreciation and amortization expense was $1.9 million and $5.7 million for the three and nine months ended September 30, 2018, respectively, a decrease of 24% and 26% as compared to the same periods in 2017. The decreases were largely due to certain intangible assets becoming fully amortized for the three and nine months ended September 30, 2017. As a percentage of revenues, depreciation and amortization expense was 1.0% and 1.1% for the three and nine months ended September 30, 2018, respectively, and 1.3% and 1.5% for both the three and nine months ended September 30, 2017, respectively.

Operating income

epay Segment operating income for the three and nine months ended September 30, 2018 was $16.4 million and $49.7 million, respectively, an increase of $0.8 million and $5.3 million as compared to the same periods in 2017. Operating income for the three and nine months ended September 30, 2018 improved as a result of the increased gross profit from the distribution of more non-mobile products, along with operating cost controls.

Operating margin increased to 8.9% and 9.4% for the three and nine months ended September 30, 2018, respectively, from 8.5% and 8.7% for the same periods in 2017, respectively. The increases were mainly due to an increase in the percentage of revenues from non-mobile products which earn a higher margin than mobile transactions. Operating income per transaction increased to $0.06 for both the three and nine months ended September 30, 2018 from $0.05 for the same periods in 2017. The increases were primarily due to the loss of a high-volume, low-margin customer in the Middle East.

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MONEY TRANSFER SEGMENT

The following table presents the results of operations for the three and nine months ended September 30, 2018 and 2017 for the Money Transfer Segment:



	Three Months Ended September 30,				Year-over-Year Change				Nine Months Ended September 30,				Year-over-Year Change
(dollar amounts in thousands)	2018		2017		Increase Amount		Increase Percent		2018		2017		Increase Amount		Increase Percent
Total revenues	$	268,291	$	228,105	$	40,186	18	%	$	768,943	$	649,205	$	119,738	18	%
Operating expenses:
Direct operating costs	144,758		123,588		21,170		17	%	412,895		348,724		64,171		18	%
Salaries and benefits	48,945		44,110		4,835		11	%	145,420		125,273		20,147		16	%
Selling, general and administrative	32,483		28,648		3,835		13	%	93,610		77,912		15,698		20	%
Depreciation and amortization	7,854		7,403		451		6	%	23,702		21,941		1,761		8	%
Total operating expenses	234,040		203,749		30,291		15	%	675,627		573,850		101,777		18	%
Operating income	$	34,251	$	24,356	$	9,895	41	%	$	93,316	$	75,355	$	17,961	24	%
Transactions processed (millions)	27.8		23.9		3.9		16	%	79.0		67.4		11.6		17	%

Revenues

Money Transfer Segment total revenues for the three and nine months ended September 30, 2018 were $268.3 million and $768.9 million, respectively, an increase of $40.2 million or 18% and $119.7 million or 18% as compared to the same periods in 2017. The increases in total revenues for the three and nine months ended September 30, 2018 were primarily due to increases in the number of money transfers processed, driven by growth in the U.S. and foreign agent and correspondent payout networks.

Revenues per transaction increased slightly compared to the same periods in the prior year. Revenues per transaction increased to $9.65 and $9.73 for the third quarter and first nine months of 2018, respectively, from $9.54 and $9.63 for the same periods in 2017.

Direct operating costs

Money Transfer Segment direct operating costs were $144.8 million and $412.9 million for the three and nine months ended September 30, 2018, respectively, an increase of $21.2 million or 17% and $64.2 million or 18% as compared to the same periods in 2017. Direct operating costs in the Money Transfer Segment primarily consist of commissions paid to agents who originate money transfers on our behalf and correspondent agents who disburse funds to the customers’ destination beneficiaries, together with less significant costs, such as bank depository fees. The increases in direct operating costs for the three and nine months of 2018 were primarily due to growth in the number of money transfer transactions processed in both the U.S. and foreign markets.

Gross profit

Gross profit was $123.5 million and $356.0 million for the three and nine months ended September 30, 2018, respectively, as compared to $104.5 million and $300.5 million for the three and nine months ended September 30, 2017, respectively. The increases in gross profit were primarily due to growth in the number of money transfer transactions processed in both the U.S. and foreign markets.

During the three and nine months ended September 30, 2018, gross margin remained flat at 46.0% and 46.3%, respectively, as compared to 45.8% and 46.3% for the three and nine months ended September 30, 2017, respectively.

Salaries and benefits

Salaries and benefits expense increased $4.8 million or 11% and $20.1 million or 16% for the three and nine months ended September 30, 2018, respectively, as compared to the same periods in 2017. The increases in salaries and benefits were primarily due to the expansion of our operations in the U.S. and foreign markets. As a percentage of revenues, salaries and benefits were 18.2% and 18.9% for the three and nine months ended September 30, 2018, respectively, as compared to 19.3% for the same periods in 2017.

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Selling, general, and administrative

Selling, general and administrative expenses for the three and nine months ended September 30, 2018 were $32.5 million and $93.6 million, respectively, an increase of $3.8 million or 13%, and $15.7 million or 20% as compared to the same periods in 2017. The increases were primarily due to expenses incurred to support the growth of our money transfer services in both the U.S. and foreign markets.

As a percentage of revenues, selling, general and administrative expenses were 12.1% and 12.2% for the three and nine months ended September 30, 2018, respectively, as compared to 12.6% and 12.0% for the same periods in 2017. For the third quarter of 2018, this was primarily due to increases in the number of money transfers processed, which did not require similar increases in support costs. For the first nine months of 2018, the increase in selling, general and administrative expenses as a percentage of revenues was primarily attributable to the increased support costs to expand the business.

Depreciation and amortization

Depreciation and amortization primarily represents amortization of acquired intangible assets and depreciation of money transfer terminals, computers and software, leasehold improvements and office equipment. Depreciation and amortization expense increased $0.5 million or 6% and $1.8 million or 8%, for the three and nine months ended September 30, 2018, respectively, as compared to the same periods in 2017, largely due to the increased capital additions as a result of business growth.

As a percentage of revenues, depreciation and amortization expense was 2.9% for the third quarter and 3.1% for the first nine months of 2018 as compared to 3.2% and 3.4% for the same periods of 2017. The decreases were primarily due to certain intangible assets becoming fully amortized.

Operating income

Money Transfer Segment operating income for the three and nine months ended September 30, 2018 was $34.3 million and $93.3 million, respectively, an increase of $9.9 million or 41% and $18.0 million or 24% as compared to the same periods of 2017. Operating income for the three and nine months ended September 30, 2018 increased primarily due to the growth in the number of money transfers processed partly offset by the additional salaries and benefits and other costs incurred.

As a percentage of revenues, operating margin was 12.8% and 12.1% for the three and nine months ended September 30, 2018, respectively, as compared to 10.7% and 11.6% for the same periods in 2017. Operating income per transaction increased to $1.23 and $1.18 for the three and nine months ended September 30, 2018, respectively, from $1.02 and $1.12 for the same periods in 2017. The increases in operating margin and operating income per transaction were primarily due to the growth in the number of money transfers processed which did not require similar increases in support costs.

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CORPORATE SERVICES

The following table presents the operating expenses for the three and nine months ended September 30, 2018 and 2017 for Corporate Services:



	Three Months Ended September 30,				Year-over-Year Change					Nine Months Ended September 30,				Year-over-Year Change
(dollar amounts in thousands)	2018		2017		Increase (Decrease) Amount			Increase (Decrease) Percent		2018		2017		Increase (Decrease) Amount			Increase (Decrease) Percent
Salaries and benefits	$	8,019	$	7,252	$	767		11	%	$	24,178	$	21,613	$	2,565		12	%
Selling, general and administrative	2,112		2,614		(502		)	(19	)%	6,809		10,219		(3,410		)	(33	)%
Depreciation and amortization	32		36		(4		)	(11	)%	94		96		(2		)	(2	)%
Total operating expenses	$	10,163	$	9,902	$	261		3	%	$	31,081	$	31,928	$	(847	)	(3	)%

Corporate operating expenses

Overall, operating expenses for Corporate Services were $10.2 million and $31.1 million for the three and nine months ended September 30, 2018, respectively, an increase of 3% and a decrease of 3% as compared to the same periods in 2017. The operating expenses for the three months ended September 30, 2018 increased primarily due to an increase in bonus expenses resulting from our improved operating results partly offset by a decrease in professional services fees. The operating expenses for the first nine months of 2018 decreased primarily due to a decrease in professional services fees and other costs incurred in connection with the proposed acquisition of MoneyGram International Inc. that occurred in the prior year but not in the current period.

OTHER INCOME (EXPENSE), NET



	Three Months Ended September 30,						Year-over-Year Change					Nine Months Ended September 30,						Year-over-Year Change
(dollar amounts in thousands)	2018			2017			Increase (Decrease) Amount			Increase (Decrease) Percent		2018			2017			Increase (Decrease) Amount			Increase (Decrease) Percent
Interest income	$	288		$	380		$	(92	)	(24	)%	1,000			2,009			(1,009		)	(50	)%
Interest expense	(11,269		)	(9,534		)	(1,735		)	18	%	(28,936		)	(25,058		)	(3,878		)	15	%
Loss from unconsolidated affiliates	—			—			—			n/m		(117		)	—			(117		)	n/m
Foreign currency exchange (loss) gain, net	(2,704		)	8,179			(10,883		)	n/m		(21,459		)	21,035			(42,494		)	n/m
Other (loss) gains	(34		)	—			(34		)	n/m		26			35			(9		)	n/m
Other expense, net	$	(13,719	)	$	(975	)	$	(12,744	)	n/m		$	(49,486	)	$	(1,979	)	$	(47,507	)	n/m

________________

n/m — Not meaningful

Interest income

The decrease in interest income for the first nine months of September 30, 2018 compared to the same period in 2017 was primarily due to the interest earned on a tax refund received in India in the first quarter of 2017 which did not occur in the current period.

Interest expense

The increases in interest expense for the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily related to additional borrowings throughout the third quarter of 2018 to fund the operating cash for our Independent ATM Deployed (“IAD”) networks and higher interest rates as compared to the same periods in 2017.

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Foreign currency exchange (loss) gain, net

Foreign currency exchange activity includes gains and losses on certain foreign currency exchange derivative contracts and the impact of remeasurement of assets and liabilities denominated in foreign currencies. Assets and liabilities denominated in currencies other than the local currency of each of our subsidiaries give rise to foreign currency exchange gains and losses. Foreign currency exchange gains and losses that result from remeasurement of these assets and liabilities are recorded in net income. The majority of our foreign currency exchange gains or losses are due to the remeasurement of intercompany loans which are not considered a long-term investment in nature and are in a currency other than the functional currency of one of the parties to the loan. For example, we make intercompany loans based in euros from our corporate division, which is composed of U.S. dollar functional currency entities, to certain European entities that use the euro as the functional currency. As the U.S. dollar strengthens against the euro, foreign currency exchange losses are recognized by our corporate entities because the number of euros to be received in settlement of the loans decreases in U.S. dollar terms. Conversely, in this example, in periods where the U.S. dollar weakens, our corporate entities will record foreign currency exchange gains.

We recorded net foreign currency exchange losses of $2.7 million and $21.5 million for the three and nine months ended September 30, 2018, respectively, as compared to net foreign currency exchange gains of $8.2 million and $21.0 million for the same periods in 2017. These realized and unrealized foreign currency exchange losses and gains reflect the fluctuation in the value of the U.S. dollar against the currencies of the countries in which we operated during the respective periods.

INCOME TAX EXPENSE

The Company's effective income tax rate was 25.5% and 27.4% for the three and nine months ended September 30, 2018, respectively, as compared to 13.4% and 19.3% for the same periods in 2017. The Company's effective income tax rate for the three and nine months ended September 30, 2017 was less than the applicable statutory income tax rate of 35% primarily due to the release of a $16.3 million valuation allowance against certain foreign deferred tax assets and, to a lesser extent, the Company's U.S. tax position. In 2017, the significant year-over-year and year-to-date profitability of ATMs under management in Europe allowed the release of the valuation allowance as the Company believes that certain foreign deferred assets, including net operating loss carryforwards, will more likely than not be realized in future periods. In addition, the Company had significant U.S. federal tax net operating loss carryforwards with no recent history of significant U.S. taxable income; therefore, the Company had recorded a valuation allowance against its net U.S. deferred tax assets. Accordingly, in instances when the Company generated pre-tax U.S. GAAP income, no income tax expense was recognized to the extent there were net operating loss carryforwards to offset the income. The Company's effective income tax rate for the three and nine months ended September 30, 2018 was higher than the applicable statutory income tax rate of 21% as a result of the enactment of the Tax Cuts and Jobs Act of 2017 (the "Act") and its impact on the Company's U.S. income tax positions at the end of 2017. The most significant provisions of the Act are the transition tax on previously undistributed foreign earnings of foreign subsidiaries, the reduction in the U.S. corporate statutory income tax rate from 35% to 21% beginning on January 1, 2018, and new taxes on certain foreign sourced earnings. As stated above, the Company had recorded a valuation allowance against its net U.S. deferred tax assets. After enactment of the Act, the Company expected to utilize its U.S. federal net operating losses to partially offset the transition tax and released the associated valuation allowance in the prior year. This change has created additional U.S. tax expense as the Company will now recognize income tax expense on its pre-tax U.S. GAAP income. In addition, the Act's GILTI provision has created additional U.S. tax expense on foreign earnings. The increase in the effective tax rate for the first nine months of 2018 compared to the same period in 2017 is largely due to the 2017 release of valuation allowance and to a certain extent, the Act's impact on the Company's U.S. income tax positions. See Note 10 to the financial statements included in Part I, Item 1 of this report for additional information related to income taxes.

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Noncontrolling interests represents the elimination of net income or loss attributable to the minority shareholders’ portion of the following consolidated subsidiaries that are not wholly owned:



Subsidiary	Percent Owned	Segment - Country
Movilcarga	95%	epay - Spain
Euronet China	85%	EFT - China
Euronet Pakistan	70%	EFT - Pakistan
Euronet Infinitium Solutions	65%	EFT - India

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NET INCOME ATTRIBUTABLE TO EURONET

Net income attributable to Euronet was $102.7 million and $172.9 million for the three and nine months ended September 30, 2018, respectively, an increase of $2.4 million and a decrease of $6.9 million as compared to the same periods in 2017. The decrease in net income for the first nine months of 2018 was primarily due to a $42.5 million increase in net foreign currency exchange loss, a $21.9 million increase in income tax expense, a decrease in interest income of $1.0 million and an increase in interest expense of $3.9 million, partly offset by an increase in operating income of $61.9 million and a $0.6 million increase in losses attributable to noncontrolling interests.

LIQUIDITY AND CAPITAL RESOURCES

Working capital

As of September 30, 2018 and December 31, 2017, we had working capital, which is calculated as the difference between total current assets and total current liabilities, of $702.8 million and $482.5 million, respectively. Our ratio of current assets to current liabilities at September 30, 2018 and December 31, 2017 was 1.46 and 1.34, respectively.

We require substantial working capital to finance operations. In the Money Transfer Segment, we fund the payout of the majority of our consumer-to-consumer money transfer services before receiving the benefit of amounts collected from customers by agents. Working capital needs increase due to weekends and international banking holidays. As a result, we may report more or less working capital for the Money Transfer Segment based solely upon the day on which the reporting period ends. The epay Segment produces positive working capital, but much of it is restricted in connection with the administration of its customer collection and vendor remittance activities. In our EFT Processing Segment, we obtain a significant portion of the cash required to operate our ATMs through various cash supply arrangements, the amount of which is not recorded on Euronet's Consolidated Balance Sheets. However, in certain countries, we fund the cash required to operate our ATM network from borrowings under our revolving credit facilities and cash flows from operations. As of September 30, 2018, we had approximately $640 million of our own cash in use or designated for use in our ATM network, which is recorded in cash and cash equivalents and trade accounts receivable, for ATM withdrawals pending settlement, on the Consolidated Balance Sheet.

We had cash and cash equivalents of $1,129.3 million at September 30, 2018, of which $941.5 million was held outside of the United States and is expected to be indefinitely reinvested for continued use in foreign operations. Repatriation of these assets to the U.S. could have negative tax consequences.

The following table identifies cash and cash equivalents provided by/(used in) our operating, investing and financing activities for the nine month periods ended September 30, 2018 and 2017 (in thousands):



	Nine Months Ended September 30,
Liquidity	2018			2017
Cash and cash equivalents and restricted cash provided by (used in):
Operating activities	$	192,573		$	257,684
Investing activities	(99,369		)	(74,023		)
Financing activities	247,087			126,615
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash	(38,084		)	53,494
Increase in cash and cash equivalents and restricted cash	$	302,207		$	363,770

Operating activity cash flow

Cash flows provided by operating activities were $192.6 million for the first nine months of 2018 compared to $257.7 million for the first nine months of 2017. The decrease is primarily due to fluctuations in working capital mainly associated with the timing of the settlement processes with content providers in the epay Segment and with correspondents in the Money Transfer Segment, partly offset by improved operating results.

Investing activity cash flow

Cash flows used in investing activities were $99.4 million for the first nine months of 2018 compared to $74.0 million for the first nine months of 2017. The increase is primarily due to acquisitions and increased capital expenditures mainly related to our ATM network expansion. During the first nine months of 2018, we used $12.9 million for business acquisitions. During the first nine months of 2018, we used $82.1 million for purchases of property and equipment compared to $70.9 million during the

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first nine months of 2017. Cash used for software development and other investing activities totaled $4.4 million and $3.2 million for the first nine months of 2018 and 2017, respectively.

Financing activity cash flow

Cash flows provided by financing activities were $247.1 million for the first nine months of 2018 compared to $126.6 million for the first nine months of 2017. Our financing activities for the first nine months of 2018 consisted of net borrowings of $417.2 million compared to net borrowings of $123.8 million for the first nine months of 2017. The increase in net borrowings for the first nine months of 2018 compared to the same period of 2017 was the result of additional borrowings under the credit facilities to fund the operating cash of our IAD networks. Additionally, we used $4.7 million and $3.5 million during the first nine months of 2018 and 2017, respectively, for capital lease repayments. We repurchased $177.2 million and $2.3 million of our stock during the first nine months of 2018 and 2017, respectively. During the first nine months of 2018, we repurchased $175.0 million of our shares and paid $2.2 million for the amount of payroll taxes represented by the common stock withheld on restricted stock vestings and stock option exercises compared to $2.3 million for the same period of 2017. We received proceeds from stock option exercises of $11.8 million and $8.3 million for the first nine months of 2018 and 2017, respectively.

Other sources of capital

Credit Facility - As of September 30, 2018, we had a $675 million senior secured credit facility that matures on April 9, 2019 (the "Credit Facility") consisting of a $590 million revolving credit facility, a $10 million India revolving credit facility and a $75 million term loan which was retired early during the third quarter of 2018. On October 17, 2018, the Credit Facility was subsequently replaced with a new $1.0 billion unsecured revolving credit agreement that expires on October 17, 2023.

We use the revolving credit facility primarily to fund working capital requirements which are expected to increase as we expand the Money Transfer business and our independent ATM network. Based on our current projected working capital requirements, we anticipate that our revolving credit facility will be sufficient to fund our short-term working capital needs.

As of September 30, 2018, fees and interest on borrowings varied based upon the Company's consolidated total leverage ratio (as defined in the Credit Facility) and are based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over LIBOR or a margin over the base rate, as selected by us, with the applicable margin ranging from 1.375% to 2.375% for LIBOR loans and 0.375% to 1.375% for base rate loans.

As of September 30, 2018, we had $266.7 million of borrowings and $47.9 million of stand-by letters of credit outstanding under the revolving credit facility. The remaining $285.4 million under the revolving credit facility was available for borrowing based upon the borrowing base and financial covenants in our Credit Facility. As of September 30, 2018, the weighted average interest rate under the revolving credit facility was 3.58%, excluding amortization of deferred financing costs.

Convertible debt - We have $402.5 million in principal amount of Convertible Senior Notes due 2044 (“Convertible Notes”). The Convertible Notes have an interest rate of 1.5% per annum payable semi-annually in April and October, and are convertible into shares of Euronet Common Stock at a conversion price of approximately $72.18 per share if certain conditions are met (relating to the closing prices of Euronet Common Stock exceeding certain thresholds for specified periods).

Although the Convertible Notes will be convertible during the fourth quarter of 2018, we believe holders are unlikely to exercise their conversion rights, primarily due to the fair value of the Convertible Notes exceeding their conversion value. As of September 30, 2018, the fair value of the Convertible Notes was $562.6 million and their conversion value was $558.8 million. However, should any holders exercise their conversion rights, we believe our capital resources are sufficient to satisfy any conversion.

Additionally, holders of the Convertible Notes have the option to require us to purchase their notes at par on October 1, 2020, and have additional options to require us to purchase their notes at par on October 1, 2024, 2029, 2034, and 2039, or upon a change in control of the Company. In connection with the issuance of the Convertible Notes, we recorded $10.7 million in debt issuance costs, which are being amortized through October 1, 2020.

ATM Facility - On May 11, 2018, we entered into a short-term credit facility for the sole purpose of providing cash for our ATM network in the amount of $300 million, which as of September 30, 2018, we had outstanding borrowings of $200.0 million. Interest is charged on this financing on an annual basis at the Overnight LIBOR rate plus 1.75%. The facility expires on November 30, 2018. We repaid $100.0 million of this credit facility during the third quarter of 2018. The weighted average interest rate for borrowings under the ATM credit facility was 3.7% for the third quarter of 2018.

Other debt obligations - Certain of our subsidiaries also have available credit lines and overdraft facilities to generally supplement short-term working capital requirements. As of September 30, 2018, there was $33.7 million outstanding under these other obligation arrangements. Short-term debt obligations, as of September 30, 2018 were primarily comprised of $200.0 million in principal outstanding under the ATM facility and $33.1 million of other obligation arrangements payments due in the next twelve months.

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Other uses of capital

Capital expenditures and needs - Total capital expenditures, including capital lease expenditures, for the first nine months of 2018 were $86.9 million. These capital expenditures were made primarily for the purchase of ATMs to expand our independent ATM network in Europe, the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software. Total capital expenditures for 2018 are currently estimated to range from approximately $120 million to $130 million.

At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our revolving credit facility and other existing and potential future financing sources, will be sufficient to meet our debt, leasing and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to refinance our debt and/or issue additional equity under terms acceptable to us. However, we can offer no assurances that we will be able to obtain favorable terms for the refinancing of any of our debt or other obligations or for the issuance of additional equity.

Inflation and functional currencies

Generally, the countries in which we operate have experienced low and stable inflation in recent years. Therefore, the local currency in each of these markets is the functional currency. Currently, we do not believe that inflation will have a significant effect on our results of operations or financial position. We continually review inflation and the functional currency in each of the countries where we operate.

OFF BALANCE SHEET ARRANGEMENTS

On occasion, we grant guarantees of the obligations of our subsidiaries and we sometimes enter into agreements with unaffiliated third parties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. Our liability under such indemnification provisions may be subject to time and materiality limitations, monetary caps and other conditions and defenses. As of September 30, 2018, there were no material changes from the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2017. To date, we are not aware of any significant claims made by the indemnified parties or parties to whom we have provided guarantees on behalf of our subsidiaries and, accordingly, no liabilities have been recorded as of September 30, 2018. See also Note 11, Commitments, to the unaudited consolidated financial statements included elsewhere in this report.

CONTRACTUAL OBLIGATIONS

As of September 30, 2018, there have been no material changes outside the ordinary course of business in our future contractual obligations from the amounts reported within our Annual Report on Form 10-K for the year ended December 31, 2017, other than those resulting from changes in the amount of outstanding debt discussed in the Liquidity and Capital Resources section.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

As of September 30, 2018, our total debt outstanding was $878.3 million. Of this amount, $377.9 million, net of debt discounts, or 43% of our total debt obligations, relates to our Convertible Notes that have a fixed coupon rate. Our $402.5 million principal amount of Convertible Notes, issued in October 2014, accrue cash interest at a rate of 1.5% of the principal amount per annum. Based on quoted market prices, as of September 30, 2018, the fair value of our fixed rate Convertible Notes was $562.6 million, compared to a carrying value of $377.9 million. Interest expense for these notes, including accretion and amortization of deferred debt issuance costs, has a weighted average interest rate of 4.7% annually. Additionally, $466.7 million, or 53% of our total debt obligations, relates to debt borrowings under our Credit Facility and ATM facility. If we were to maximize the potential borrowings available under the new revolving credit facility we entered into on October 17, 2018 and maintain these borrowings for one year, a 1% (100 basis points) increase in the applicable interest rate would result in additional annual interest expense to the Company of approximately $9.5 million.

The remaining $33.7 million, or 4%, of our total debt obligations, is related to borrowings by certain subsidiaries to fund, from time to time, working capital requirements. These arrangements generally are due within one year and accrue interest at variable rates.

Additionally, as of September 30, 2018, we had approximately $14.1 million of capitalized leases with fixed payment and interest terms that expire between 2018 and 2022.

Our excess cash is invested in instruments with original maturities of three months or less or in certificates of deposit that may be withdrawn at any time without penalty; therefore, as investments mature and are reinvested, the amount we earn will increase or decrease with changes in the underlying short-term interest rates.

Foreign currency exchange rate risk

For the first nine months of 2018, approximately 72% of our revenues were generated in non-U.S. dollar countries and we expect to continue generating a significant portion of our revenues in countries with currencies other than the U.S. dollar.

We are particularly vulnerable to fluctuations in exchange rates of the U.S. dollar to the currencies of countries in which we have significant operations, primarily the euro, British pound, Australian dollar, Polish zloty, Indian rupee, New Zealand dollar, Malaysian ringgit and Hungarian forint. As of September 30, 2018, we estimate that a 10% fluctuation in these foreign currency exchange rates would have the combined annualized effect on reported net income and working capital of approximately $150 million to $155 million. This effect is estimated by applying a 10% adjustment factor to our non-U.S. dollar results from operations, intercompany loans that generate foreign currency exchange gains or losses and working capital balances that require translation from the respective functional currency to the U.S. dollar reporting currency.

Additionally, we have other non-current, non-U.S. dollar assets and liabilities on our balance sheet that are translated to the U.S. dollar during consolidation. These items primarily represent goodwill and intangible assets recorded in connection with acquisitions in countries other than the U.S. We estimate that a 10% fluctuation in foreign currency exchange rates would have a non-cash impact on total comprehensive income of approximately $100 million to $105 million as a result of the change in value of these items during translation to the U.S. dollar. For the fluctuations described above, a strengthening U.S. dollar produces a financial loss, while a weakening U.S. dollar produces a financial gain.

We believe this quantitative measure has inherent limitations and does not take into account any governmental actions or changes in either customer purchasing patterns or our financing or operating strategies. Because a majority of our revenues and expenses is incurred in the functional currencies of our international operating entities, the profits we earn in foreign currencies are positively impacted by a weakening of the U.S. dollar and negatively impacted by a strengthening of the U.S. dollar. Additionally, our debt obligations are primarily in U.S. dollars; therefore, as foreign currency exchange rates fluctuate, the amount available for repayment of debt will also increase or decrease.

We use derivatives to minimize our exposures related to changes in foreign currency exchange rates and to facilitate foreign currency risk management services by writing derivatives to customers. Derivatives are used to manage the overall market risk associated with foreign currency exchange rates; however, we do not perform the extensive record-keeping required to account for the derivative transactions as hedges. Due to the relatively short duration of the derivative contracts, we use the derivatives primarily as economic hedges. Since we do not designate foreign currency derivatives as hedging instruments pursuant to the accounting standards, we record gains and losses on foreign exchange derivatives in earnings in the period of change.

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A majority of our consumer-to-consumer money transfer operations involves receiving and disbursing different currencies, in which we earn a foreign currency spread based on the difference between buying currency at wholesale exchange rates and selling the currency to consumers at retail exchange rates. We enter into foreign currency forward and cross-currency swap contracts to minimize exposure related to fluctuations in foreign currency exchange rates. The changes in fair value related to these contracts are recorded in Foreign currency exchange (loss) gain, net on the Consolidated Statements of Income. As of September 30, 2018, we had foreign currency derivative contracts outstanding with a notional value of $328 million, primarily in Australian dollars, British pounds, Canadian dollars, euros and Mexican pesos, that were not designated as hedges and mature within a few days.

For derivative instruments our HiFX operations write for customers, we aggregate the foreign currency exposure arising from customer contracts, and hedge the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties as part of a broader foreign currency portfolio. The changes in fair value related to the total portfolio of positions are recorded in Revenues on the Consolidated Statements of Income. As of September 30, 2018, we held foreign currency derivative contracts outstanding with a notional value of $1.2 billion, primarily in U.S. dollars, euros, British pounds, Australian dollars and New Zealand dollars, that were not designated as hedges and for which the majority mature within the next twelve months.

We use longer-term foreign currency forward contracts to mitigate risks associated with changes in foreign currency exchange rates on certain foreign currency denominated other asset and liability positions. As of September 30, 2018, the Company had foreign currency forward contracts outstanding with a notional value of $275 million, primarily in euros and Polish zloty.

See Note 7, Derivative Instruments and Hedging Activities, to our Consolidated Financial Statements for additional information.

ITEM 4. CONTROLS AND PROCEDURES

Our executive management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of September 30, 2018. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of these disclosure controls and procedures were effective as of such date to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Change in Internal Controls

There have not been any changes in internal control over financial reporting during the three months ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is, from time to time, a party to legal or regulatory proceedings arising in the ordinary course of its business.

The discussion regarding contingencies in Part I, Item 1 — Financial Statements (unaudited), Note 12, Litigation and Contingencies, to the unaudited consolidated financial statements in this report is incorporated herein by reference.

Currently, there are no legal or regulatory proceedings that management believes, either individually or in the aggregate, would have a material adverse effect on the Company's consolidated financial condition or results of operations. In accordance with U.S. GAAP, we record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These liabilities are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case or proceeding.

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ITEM 1A. RISK FACTORS

Except as otherwise described herein, there were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC.

Tightening of regulations may adversely affect our results.

The evolving regulatory environment may change the competitive landscape across various jurisdictions and adversely affect our financial results. If governments implement new laws or regulations, or organizations such as Visa and MasterCard issue new rules, that effectively limit our ability to provide DCC or set fees and/or foreign currency exchange spreads, then our business, financial condition and results of operations could be materially and adversely affected. In addition, changes in regulatory interpretations or practices could increase the risk of regulatory enforcement actions, fines and penalties and such changes may be replicated across multiple jurisdictions.

In March, 2018, the E.U. began a legislative process for amending certain existing legislation applying to cross border payment practices, which includes a proposal for new regulations on DCC transactions. As part of that process, in March 2018, the E.U. Commission proposed certain regulations regarding DCC and in June 2018, the E.U. Council adopted its own version of the proposed regulations. The E.U. Parliament began consideration of the proposal by the E.U. Commission in June 2018 and will vote on certain draft regulations on November 5, 2018. Following that vote, the versions of the regulations adopted by the E.U. Commission, the E.U. Council and the E.U. Parliament will be reconciled in a “trilogue” process that may be completed by the end of 2018 or in the first quarter of 2019. The reconciled regulations could enter into force shortly after that. The time frame imposed for actual implementation of the final regulations by industry players is currently uncertain, and will depend on the complexity of any new requirements, but the implementation period is expected to be from one to three years.

Although the regulations proposed by the E.U. Commission include a cap on DCC fees, the regulations proposed by the E.U. Council and those currently under consideration by the Parliament do not include a cap. All three versions include requirements for reinforced consumer disclosure (“transparency”) and consumer choice in DCC transactions.

Any regulation of DCC that may be adopted, including a cap on fees and reinforced transparency or consumer choice in DCC transactions, could materially and adversely impact our financial results, by reducing the number of DCC transactions performed over our networks and the level of profit we generate from such transactions.

The E.U. has passed a new regulation called the GDPR that establishes stringent requirements for the collection, handling and processing of personal information of individuals within the E.U. The GDPR creates certain rights of individuals regarding their own personal information processed by companies as well as requirements for information security, and imposes significant fines that may be revenue-based for violation of its requirements. The GDPR came into effect across the E.U. on May 25, 2018. The GDPR applies outside of Europe to certain personal information of E.U. persons that is held or processed by foreign based companies, including U.S. companies. Any failure on our part to comply with the requirements of the GDPR could result in the imposition of fines and penalties that could materially and adversely affect our financial results.

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ITEM 6. EXHIBITS



Exhibit		Description

10.1*		Credit agreement dated as of October 17, 2018 among Euronet WorldWide, Inc. and certain subsidiaries, as borrowers, certain subsidiaries, as guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as co-syndication agents, et al.
12.1*		Computation of Ratio of Earnings to Fixed Charges
31.1*		Section 302 — Certification of Chief Executive Officer
31.2*		Section 302 — Certification of Chief Financial Officer
32.1**		Section 906 — Certification of Chief Executive Officer
32.2**		Section 906 — Certification of Chief Financial Officer
101*		The following materials from Euronet Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2018 (unaudited) and December 31, 2017, (ii) Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended September 30, 2018 and 2017, (iv) Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2018 and 2017, and (v) Notes to the Unaudited Consolidated Financial Statements.

_________________________

* Filed herewith.

** Pursuant to Item 601(b)(32) of Regulation S-K, this Exhibit is furnished rather than filed with this Form 10-Q.

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Quarterly Report on Form 10-Q. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 1, 2018

Euronet Worldwide, Inc.



By:	/s/ MICHAEL J. BROWN
	Michael J. Brown
	Chief Executive Officer


By:	/s/ RICK L. WELLER
	Rick L. Weller
	Chief Financial Officer

euronetcreditagreement20

EXECUTION COPY Published CUSIP Numbers: Deal CUSIP - 29873RAE3 USD Revolver - 29873RAF0 Primary Currency Revolver - 29873RAG8 Secondary Currency Revolver - 29873RAH6 CREDIT AGREEMENT dated as of October 17, 2018 among EURONET WORLDWIDE, INC., and CERTAIN SUBSIDIARIES, as Borrowers, CERTAIN SUBSIDIARIES, as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents and BMO HARRIS BANK N.A., COMPASS BANK, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, FIFTH THIRD BANK, KEYBANK NATIONAL ASSOCIATION, LLOYDS BANK CORPORATE MARKETS PLC and REGIONS BANK, as Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Managers BMO CAPITAL MARKETS CORP., COMPASS BANK, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, FIFTH THIRD BANK, KEYBANK NATIONAL ASSOCIATION, LLOYDS BANK CORPORATE MARKETS PLC and REGIONS BANK, as Joint Lead Arrangers NYDOCS02/1161559.5

EXECUTION COPY TABLE OF CONTENTS Article and Section Page Article I DEFINITIONS AND ACCOUNTING TERMS ...............................................................1 Defined Terms .........................................................................................................1 Interpretive Provisions ...........................................................................................42 Accounting Terms and Provisions .........................................................................44 Rounding ................................................................................................................45 Exchange Rates; Currency Equivalents .................................................................45 Additional Alternative Currencies .........................................................................45 Change of Currency ...............................................................................................46 Times of Day..........................................................................................................47 Letter of Credit Amounts .......................................................................................47 Limitation on Obligations of Foreign Credit Parties .............................................47 Article II COMMITMENTS AND CREDIT EXTENSIONS .......................................................48 2.01 Commitments .........................................................................................................48 Borrowings, Conversions and Continuations ........................................................53 Additional Provisions with respect to Letters of Credit .........................................56 Additional Provisions with respect to Swingline Loans ........................................65 Repayment of Loans ..............................................................................................71 2.06 Prepayments ...........................................................................................................71 Voluntary Termination or Reduction of Commitments .........................................73 Interest....................................................................................................................73 Fees ........................................................................................................................74 Computation of Interest and Fees ..........................................................................76 Payments Generally; Administrative Agent’s Clawback ......................................76 Sharing of Payments by Lenders ...........................................................................78 2.13 Evidence of Debt....................................................................................................79 2.14 Designated Borrowers ............................................................................................79 2.15 [Reserved] ..............................................................................................................81 Cash Collateral .......................................................................................................81 Defaulting Lenders.................................................................................................82 Article III TAXES, YIELD PROTECTION AND ILLEGALITY ...............................................85 Taxes ......................................................................................................................85 Illegality and Designated Lenders .........................................................................91 Inability to Determine Rates ..................................................................................92 Increased Cost; Capital Adequacy .........................................................................95 Compensation for Losses .......................................................................................96 3.06 Mitigation Obligations; Replacement of Lenders ..................................................97 Survival Losses ......................................................................................................98 Article IV GUARANTY ................................................................................................................98 NYDOCS02/1161559.5 i

EXECUTION COPY The Guaranty .........................................................................................................98 Obligations Unconditional .....................................................................................98 Reinstatement .......................................................................................................100 Certain Waivers ...................................................................................................100 Remedies ..............................................................................................................100 Rights of Contribution .........................................................................................101 Guaranty of Payment; Continuing Guaranty .......................................................101 Keepwell ..............................................................................................................101 Release of Subsidiary Guarantors ........................................................................101 Article V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS......................................102 Conditions of Effectiveness .................................................................................102 Conditions to all Credit Extensions .....................................................................103 Article VI REPRESENTATIONS AND WARRANTIES ..........................................................104 Existence, Qualification and Power .....................................................................104 Authorization; No Contravention ........................................................................105 Governmental Authorization; Other Consents.....................................................105 Binding Effect ......................................................................................................105 Financial Statements ............................................................................................105 No Material Adverse Effect .................................................................................106 Litigation ..............................................................................................................106 Subsidiaries ..........................................................................................................106 Margin Regulations; Investment Company Act ..................................................106 Disclosure ............................................................................................................106 Intellectual Property; Licenses, Etc .....................................................................107 Representations as to Foreign Obligors ...............................................................107 Sanctions ..............................................................................................................108 Anti-Corruption....................................................................................................108 Article VII AFFIRMATIVE COVENANTS ...............................................................................109 Financial Statements ............................................................................................109 Certificates; Other Information ............................................................................110 Notification ..........................................................................................................111 Payment of Obligations........................................................................................112 Preservation of Existence, Etc .............................................................................112 Maintenance of Properties ...................................................................................112 Maintenance of Insurance ....................................................................................112 Compliance with Laws ........................................................................................112 Books and Records ..............................................................................................113 Inspection Rights .................................................................................................113 Use of Proceeds....................................................................................................113 Approvals and Authorizations .............................................................................113 Joinder of Subsidiaries as Guarantors ..................................................................113 Article VIII NEGATIVE COVENANTS ....................................................................................114 Liens .....................................................................................................................114 NYDOCS02/1161559.5 ii

EXECUTION COPY [Reserved] ............................................................................................................117 Indebtedness .........................................................................................................117 Mergers and Dissolutions ....................................................................................119 Dispositions..........................................................................................................119 Restricted Payments .............................................................................................119 Change in Nature of Business ..............................................................................120 Use of Proceeds....................................................................................................120 Financial Covenants .............................................................................................120 Sanctions; Anti-Corruption ..................................................................................121 Article IX EVENTS OF DEFAULT AND REMEDIES .............................................................121 Events of Default .................................................................................................121 Remedies upon Event of Default .........................................................................123 Application of Funds............................................................................................124 Collection Allocation Mechanism .......................................................................125 Article X ADMINISTRATIVE AGENT .....................................................................................126 Appointment and Authorization of Administrative Agent ..................................126 Rights as a Lender ................................................................................................126 Exculpatory Provisions ........................................................................................126 Reliance by Administrative Agent .......................................................................127 Delegation of Duties ............................................................................................128 Resignation of the Administrative Agent ............................................................128 Non-Reliance on Administrative Agent and Other Lenders ................................129 No Other Duties ...................................................................................................129 Administrative Agent May File Proofs of Claim .................................................129 Guaranty Matters .................................................................................................130 Swap Contracts and Treasury Management Agreements ....................................130 Lender ERISA Matters ........................................................................................131 Article XI MISCELLANEOUS ...................................................................................................132 Amendments, Etc .................................................................................................132 Notices; Effectiveness; Electronic Communication ............................................135 No Waiver; Cumulative Remedies; Enforcement................................................137 Expenses; Indemnity; Damage Waiver ................................................................138 Payments Set Aside..............................................................................................140 Successors and Assigns........................................................................................141 Treatment of Certain Information; Confidentiality ..............................................146 Right of Setoff......................................................................................................147 Interest Rate Limitation .......................................................................................148 Counterparts; Integration; Effectiveness ..............................................................148 Survival of Representations and Warranties ........................................................148 Severability ..........................................................................................................149 Replacement of Lenders ......................................................................................149 Governing Law; Jurisdiction; Etc ........................................................................150 Waiver of Jury Trial .............................................................................................151 No Advisory or Fiduciary Responsibility ............................................................151 NYDOCS02/1161559.5 iii

EXECUTION COPY USA PATRIOT Act Notice .................................................................................152 Judgment Currency ..............................................................................................152 Electronic Execution of Assignments and Certain Other Documents .................152 Acknowledgement and Consent to Bail-In of EEA Financial Institutions ..........153 SCHEDULES Schedule 2.01 Lenders and Commitments Schedule 2.03 Existing Letters of Credit Schedule 2.14 Designated Borrowers Schedule 6.08 Subsidiaries Schedule 8.01 Existing Liens Schedule 8.03 Existing Indebtedness Schedule 11.02 Notice Addresses EXHIBITS Exhibit 2.01 Form of Lender Joinder Agreement Exhibit 2.02 Form of Loan Notice Exhibit 2.13-1 Form of USD Note Exhibit 2.13-2 Form of Primary Currency Note Exhibit 2.13-3 Form of Secondary Currency Note Exhibit 2.14-1 Form of Designated Borrower Request and Assumption Agreement Exhibit 2.14-2 Form of Designated Borrower Notice Exhibit 3.01 Forms of Tax Certificates Exhibit 7.02(b) Form of Compliance Certificate Exhibit 7.13 Form of Joinder Agreement Exhibit 11.06 Form of Assignment and Assumption NYDOCS02/1161559.5 iv

CREDIT AGREEMENT This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of October 17, 2018, among EURONET WORLDWIDE, INC., a Delaware corporation, certain subsidiaries identified herein, as Borrowers and Guarantors, the Lenders and L/C Issuers identified herein, and BANK OF AMERICA, N.A., as Administrative Agent. In consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Credit Agreement, the following terms have the meanings provided below: “Acquisition” means a purchase or acquisition by any Person (a) that after giving effect thereto first results in such Person owning more than 50% of the Capital Stock with ordinary voting power of another Person or (b) of all or any substantial portion of the property (other than Capital Stock) of another Person, or all or any substantial portion of the property (other than Capital Stock) of any business or geographic unit or division of another Person, whether or not involving a merger or consolidation with such Person. “Acquire” shall have a correlative meaning. For the avoidance of doubt, once a Person owns more than 50% of the Capital Stock with ordinary voting power of another Person, additional purchases or acquisitions of additional Capital Stock of such other Person will not be considered Acquisitions. “Acquisition Consideration” means, with respect to any Acquisition, the aggregate cash and non-cash consideration for such Acquisition. The “Acquisition Consideration” for any Acquisition expressly includes Indebtedness assumed in such Acquisition and the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including contingent consideration payments) incurred in connection with such Acquisition. “Adequate Assurance” means (i) with respect to L/C Obligations, such assurance as the applicable L/C Issuer may require in its discretion, and (ii) with respect to Swingline Loans, such assurance as the applicable Swingline Lender may require in its discretion, in each case, that any Defaulting Lender will be capable of honoring its obligations to fund its portion of L/C Obligations and Swingline Loans, as appropriate, and participation interests therein, including existing and future obligations hereunder and under the other Credit Documents. Adequate Assurance may be in the form of cash collateral, posting of letters of credit or other arrangement, in each case in form, amount and other respects satisfactory to the applicable L/C Issuer or applicable Swingline Lender, as applicable, in their discretion. “Administrative Agent” means Bank of America in its capacity as administrative agent for the Lenders under any of the Credit Documents, or any successor administrative agent. NYDOCS02/1161559.5

EXECUTION COPY “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 (as may be updated from time to time) with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowers and the Lenders. “Administrative Questionnaire” means an administrative questionnaire for the Lenders in a form supplied by the Administrative Agent. “ADT” means automated deposit teller machines or other similar devices capable of accepting deposits, but that cannot dispense cash, that are owned, leased, operated or serviced by members of the Consolidated Group. “Affiliate” means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Aggregate Master Revolving Commitments” means the Master Revolving Commitments of all the Lenders. “Aggregate Master Revolving Committed Amount” means an amount equal to the Aggregate USD Revolving Committed Amount. The Aggregate Master Revolving Committed Amount on the Closing Date is One Billion Dollars ($1,000,000,000). “Aggregate Primary Currency Revolving Committed Amount” has the meaning provided in Section 2.01(b)(i). “Aggregate Secondary Currency Revolving Committed Amount” has the meaning provided in Section 2.01(c)(i). “Aggregate USD Revolving Committed Amount” has the meaning provided in Section 2.01(a)(i). “Agreement Currency” has the meaning provided in Section 11.18. “Alternative Currency” means (i) for Letters of Credit, Australian Dollars, British Pounds Sterling, Canadian Dollars, Czech Koruna, Danish Krone, Euros, Hungarian Forints, Japanese Yen, New Zealand Dollars, Norwegian Krone, Polish Zlotys, Swedish Krona, Swiss Francs and each other currency (other than Dollars) that is approved in accordance with Section 1.06; (ii) for Primary Currency Revolving Loans, Australian Dollars, British Pounds Sterling, Canadian Dollars, Danish Krone, Euros, Japanese Yen, New Zealand Dollars, Norwegian Krone, Swedish Krona, Swiss Francs and each other currency (other than Dollars) that is approved in accordance with Section 1.06; NYDOCS02/1161559.5 2

EXECUTION COPY (iii) for Primary Currency Swingline Loans, British Pounds Sterling, Euros and each other currency (other than Dollars) that is approved in accordance with Section 1.06; and (iv) for Secondary Currency Revolving Loans, Czech Koruna, Hungarian Forints, Polish Zlotys and each other currency (other than Dollars) that is approved in accordance with Section 1.06. “Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable foreign currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such foreign currency with Dollars. “Anti-Corruption Laws” has the meaning provided in Section 6.14. “Applicable Foreign Obligor Documents” has the meaning provided in Section 6.13(a). “Applicable Percentage” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below: Floating Fixed LIBOR Pricing Debt Rating (S&P / LIBOR Letter of Base Rate Rate Level Moody’s / Fitch) Rate Loans Credit Fee Loans Loans Facility Fee I ≥ BBB+ / Baa1 / BBB+ 0.950% 0.950% 0.000% 0.950% 0.175% II BBB / Baa2 / BBB 1.050% 1.050% 0.050% 1.050% 0.200% III BBB- / Baa3 / BBB- 1.150% 1.150% 0.150% 1.150% 0.225% IV BB+ / Ba1 / BB+ 1.325% 1.325% 0.325% 1.325% 0.300% V < BB / Ba2 / BB 1.625% 1.625% 0.625% 1.625% 0.375% “Debt Rating” means, as of any date of determination, the rating as determined by any of S&P, Moody’s or Fitch (collectively, the “Debt Ratings”) of EWI’s corporate credit rating or, in the absence of a corporate credit rating, the rating of EWI’s non-credit- enhanced, senior unsecured long-term debt; provided that (a) if the respective Debt Ratings issued by foregoing three rating agencies differ, the Pricing Level of two of such rating agencies shall apply or, in the case where the three rating agencies have different Debt Ratings, the Debt Rating that is the middle of such Debt Ratings shall apply; (b) if EWI has only two Debt Ratings and the respective Debt Ratings issued by the rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level V being the lowest) and if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if EWI has only one Debt Rating, the Pricing Level of such Debt Rating shall apply; and (d) if EWI does not have any Debt Rating, Pricing Level V shall apply. NYDOCS02/1161559.5 3

EXECUTION COPY Initially, the Applicable Percentage shall be determined based upon Pricing Level III. Thereafter, each change in the Applicable Percentage resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. “Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. “Applicant Borrower” has the meaning provided in Section 2.14(b). “Approved Bank” means (a) any Lender, (b) any commercial bank of recognized standing having capital and surplus in excess of $500 million in the case of a domestic commercial bank and $250 million (or the U.S. Dollar equivalent as of the date of determination) in the case of a foreign bank, or (c) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof. “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Approved Jurisdictions” means (a) the United States and any state or commonwealth thereof, and (b) any jurisdiction other than a jurisdiction set forth on a listing of sanctioned jurisdictions by the United States Office of Foreign Assets Control Restrictions, as set forth at http://www.treas.gov/offices/enforcement/ofac/programs/ or any successor webpage, where the sanctions are directed at the government of such jurisdiction or all nationals of such jurisdiction. “Arrangers” means each of MLPF&S (or any other registered broker-dealer wholly- owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Credit Agreement), Wells Fargo Securities, LLC and U.S. Bank National Association, in their capacity as joint lead arrangers and joint book managers, and each of BMO Capital Markets Corp., Compass Bank, Credit Agricole Corporate and Investment Bank, Fifth Third Bank, KeyBank National Association, Lloyds Bank Corporate Markets plc and Regions Bank, in their capacity as joint lead arrangers. “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06) and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent. NYDOCS02/1161559.5 4

EXECUTION COPY “ATM” means automated teller machines or other similar devices capable of dispensing cash (and, in some cases, offering other transactions) that are owned, leased, operated or serviced by members of the Consolidated Group. “ATM Cash Supply Arrangements” means “vault cash” supply arrangements, banknote leasing arrangements, ATM sponsorship arrangements and other similar arrangements pursuant to which banks or other financial institutions provide members of the Consolidated Group with electronic or physical currency to fill ATMs and such electronic or physical currency is segregated from any other cash of members of the Consolidated Group. “ATM Cash Supply Obligations” obligations arising out of banknote leasing, “vault cash” supply, ATM sponsorship and similar arrangements under ATM cash supply arrangements consistent with past practice, and loans and lines of credit serving the same purpose; provided, in each case, (1) the proceeds from any such arrangements (including, for purposes hereof, such loans and lines of credit) are used solely to service ATMs and for no other purpose, (2) the associated cash and currency that are the subject of such arrangements will be kept strictly segregated and apart from other cash and currency not associated with the operation and settlement of the respective ATM network, and (3) any liens relating thereto will be limited to the cash and currency provided, receivables from card organizations and/or segregated bank accounts relating to the operation and settlement of the respective ATM network. “Attributable Principal Amount” means (a) in the case of Capital Leases, the amount of capital lease obligations determined in accordance with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease determined in accordance with GAAP, (c) in the case of a Securitization Transaction, at any time, an amount equal to the outstanding principal amount of the financing, including commitments relating thereto, provided pursuant to a Securitization Transaction (including, in the case of a Securitization Transaction established to facilitate the issuance of letters of credit and bank guarantees, the maximum amount available to be drawn under all such letters of credit and bank guarantees outstanding thereunder, and the commitments relating thereto) determined by the Administrative Agent in its reasonable discretion, and (d) in the case of sale and leaseback transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease. “Australian Dollars” means the lawful currency of Australia. “Auto-Extension Letter of Credit” has the meaning provided in Section 2.03(b)(iii). “Auto-Reinstatement Letter of Credit” has the meaning provided in Section 2.03(b)(iv). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. NYDOCS02/1161559.5 5

EXECUTION COPY “Bank of America” means Bank of America, N.A., together with its successors. “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.5%), (b) the Prime Rate and (c) except during a Fixed LIBOR Rate Unavailability Period, the Fixed LIBOR Rate for Dollars plus one percent (1.0%). “Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Borrowers” means: (i) for USD Revolving Loans, EWI and those Designated Borrowers identified as such on Schedule 2.14; (ii) for Letters of Credit, EWI and those Designated Borrowers identified as such on Schedule 2.14; (iii) for USD Swingline Loans, EWI and those Designated Borrowers identified as such on Schedule 2.14; (iv) for Primary Currency Revolving Loans, EWI and those Designated Borrowers identified as such on Schedule 2.14; (v) for Primary Currency Swingline Loans, EWI and those Designated Borrowers identified as such on Schedule 2.14; and (vi) for Secondary Currency Revolving Loans, EWI and those Designated Borrowers identified as such on Schedule 2.14. “Borrowing” means (a) a borrowing consisting of simultaneous Loans of the same Type, in the same currency and, in the case of Fixed LIBOR Rate Loans, having the same Interest Period, or (b) a borrowing of Swingline Loans, as appropriate. “British Pounds Sterling” means the lawful currency of the United Kingdom. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Revolving Loan Obligations denominated in Dollars is located or in the State of New York, and: (a) if such day relates to any interest rate settings as to a Fixed LIBOR Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in NYDOCS02/1161559.5 6

EXECUTION COPY Dollars in respect of any such Fixed LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such Fixed LIBOR Rate Loan, means any such day that is also a London Banking Day; (b) if such day relates to any interest rate settings as to a Fixed LIBOR Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Fixed LIBOR Rate Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such Fixed LIBOR Rate Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a Fixed LIBOR Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Fixed LIBOR Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such Fixed LIBOR Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. “CAM Exchange” means the exchange of the Lenders’ interests as provided in Section 9.04. “CAM Exchange Date” means the date on which an Event of Default under Section 9.01(f) or (g) shall occur. “CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the sum of (i) the Specified Obligations owed to such Lender and (ii) such Lender’s participations in undrawn amounts of Letters of Credit, in each case immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent of the sum of (i) the Specified Obligations owed to all the Lenders and (ii) the aggregate undrawn amount of all outstanding Letters of Credit, in each case immediately prior to the CAM Exchange Date. “Canadian Dollars” means the lawful currency of Canada. “Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee that is required to be accounted for as a capital lease on the balance sheet of that Person in accordance with GAAP as in effect on the date hereof (without regard to any change in GAAP after the date hereof). “Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership NYDOCS02/1161559.5 7

EXECUTION COPY interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, L/C Issuers or Swingline Lenders (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the L/C Issuer, and/or (c) if the applicable L/C Issuer or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer or the applicable Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support. “Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) time deposits and certificates of deposit of any Approved Bank, in each case with maturities of (i) if such deposits may be withdrawn at any time without penalty, any duration and (ii) in all other cases, not more than thirteen (13) months from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within thirteen (13) months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at least $500 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof and (f) any cash collateral permitted under Section 8.01(o). “Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any NYDOCS02/1161559.5 8

EXECUTION COPY successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” means, with respect to EWI, an event or series of events by which: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body. “Closing Date” means the first date all conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 11.01. “Commitment Period” means the period from and including the Closing Date to the earlier of (a)(i) in the case of Revolving Loans and Swingline Loans, the Termination Date or (ii) in the case of the Letters of Credit, the L/C Expiration Date, or (b) in each case, the date on which the Revolving Commitments shall have been terminated as provided herein. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “Compliance Certificate” means a certificate substantially in the form of Exhibit 7.02(b). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Consolidated Capital Expenditures” means, for any period for the Consolidated Group, all additions to plant, property and equipment as determined in accordance with GAAP, but NYDOCS02/1161559.5 9

EXECUTION COPY excluding, in any event, (i) expenditures made in connection with Acquisitions, (ii) expenditure of insurance proceeds or condemnation awards made in repair or replacement of plant, property and equipment that has been lost, damaged, destroyed or condemned, and (iii) reinvestment of net cash proceeds from plant, property and equipment that has been sold or otherwise disposed of. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. “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 epay Segment, plus (v) to the extent deducted in the calculation of operating income, one-time non-cash charges, plus (vi) non-cash expenses recognized pursuant to FASB ASC Topic 718 (Compensation – Stock Compensation) 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) charges (gains) resulting from adjustments to acquisition-related contingent consideration and adjustments to other acquisition- related contingent assets and liabilities pursuant to FASB ASC Topic 805 (Business Combinations) plus (ix) non-recurring or unusual losses or expenses (including costs and expenses of litigation included in operating income); provided that 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). Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. “Consolidated Funded Debt” means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP, provided that for purposes hereof obligations in respect of letters of credit and bank guaranties will be net of cash collateral provided therefore. “Consolidated Group” means EWI and its subsidiaries determined on a consolidated basis in accordance with GAAP. “Consolidated Interest Coverage Ratio” means, for the Consolidated Group for the period of four consecutive fiscal quarters then ending, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense. “Consolidated Interest Expense” means, for any period for the Consolidated Group, the portion of interest expense paid in cash in the period (provided that, for purposes of this calculation, payments required under ATM Cash Supply Arrangements that constitute interest expense for purposes of GAAP shall not constitute interest expense). Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. “Consolidated Total Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (i) Consolidated Funded Debt as of such day, to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day. NYDOCS02/1161559.5 10

EXECUTION COPY “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Credit Agreement” has the meaning provided in the recitals hereto, as the same may be amended and modified from time to time. “Credit Documents” means this Credit Agreement, the Notes, the Fee Letter, the Guaranties, each Designated Borrower Request and Assumption Agreement, the Issuer Documents, each Designated Borrower Notice, the Joinder Agreements, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Credit Agreement and the Lender Joinder Agreements. “Credit Extension” means each of the following: (a) a Borrowing, (b) the conversion or continuation of a Borrowing, and (c) an L/C Credit Extension. “Credit Parties” means, collectively, the Borrowers and the Guarantors. “Credit Party Materials” has the meaning provided in Section 7.02. “CTA” means the Corporation Tax Act 2009. “Czech Koruna” means the lawful currency of the Czech Republic. “Danish Krone” means the lawful currency of Denmark. “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “Default” means any event, act or condition that constitutes an Event of Default or that, with the giving of notice, the passage of time, or both, would constitute an Event of Default. “Default Rate” means (a) in the case of the Letter of Credit Fee, an interest rate equal to the sum of (i) the Applicable Percentage, plus (ii) two percent (2.0%) per annum; (b) in the case of Fixed LIBOR Rate Loans, an interest rate equal to the sum of (i) the Fixed LIBOR Rate therefor, plus (ii) the Applicable Percentage, plus (iii) two percent (2.0%) per annum; NYDOCS02/1161559.5 11

EXECUTION COPY (c) in the case of Floating LIBOR Rate Loans, an interest rate equal to the sum of (i) the Floating LIBOR Rate therefor, plus (ii) the Applicable Percentage, plus (iii) two percent (2.0%) per annum; (d) in the case of Overnight Rate Loans, an interest rate equal to the sum of (i) the Overnight Rate therefor, plus (ii) the Applicable Percentage, plus (iii) two percent (2.0%) per annum; and (e) in all other cases, including Base Rate Loans, an interest rate equal to the sum of (i) the Base Rate, plus (ii) the Applicable Percentage, plus (iii) two percent (2.0%) per annum. “Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, an L/C Issuer, a Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, an L/C Issuer or a Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent in a NYDOCS02/1161559.5 12

EXECUTION COPY written notice of such determination which shall be delivered by the Administrative Agent to the Borrowers, the L/C Issuers, the Swingline Lenders and the Lenders promptly following such determination. “Designated Borrower Limit” means, for any Borrower, the amount shown on Schedule 2.14 as its “Designated Borrower Limit”, and for any Applicant Borrower that becomes a Borrower hereunder in accordance with the provisions of Section 2.14(b), the amount identified in the Designated Borrower Request and Assumption Agreement. The Designated Borrower Limit is part of, and not in addition to, the Aggregate Master Revolving Commitments. “Designated Borrower Notice” has the meaning provided in Section 2.14(b). “Designated Borrower Request and Assumption Agreement” has the meaning provided in Section 2.14(b). “Designated Borrowers” means the Borrowers identified on Schedule 2.14 and any Applicant Borrower that becomes a Borrower hereunder in accordance with the provisions of Section 2.14(b). “Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction. “Direction” has the meaning provided in Section 3.01(a). “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. “Dollar”, “U.S. Dollar”, “$” and “USD$” means the lawful currency of the United States. “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such other currency. “Domestic Borrower” means a Borrower that is organized under the laws of any State of the United States or the District of Columbia. “Domestic Credit Party” means a Credit Party that is organized under the laws of any State of the United States or the District of Columbia. “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any State of the United States or the District of Columbia, provided that any limited liability company, organized under the laws of any State of the United States or the District of Columbia and that is a Wholly Owned Subsidiary of a Foreign Subsidiary shall be considered to be a NYDOCS02/1161559.5 13

EXECUTION COPY Foreign Subsidiary rather than a Domestic Subsidiary for all purposes of this Credit Agreement and the other Credit Documents. “Dutch Obligor” means any Borrower or any Guarantor incorporated in the Netherlands. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)); provided, however, that for loans and commitments in respect of the Primary Currency Revolving Loan Obligations and the Secondary Currency Revolving Loan Obligations, an Eligible Assignee shall include only a Lender, an Affiliate of a Lender or another Person, which, through its Lending Offices, is capable of lending the applicable Alternative Currencies without the imposition of any additional Indemnified Taxes, as the case may be. “EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998. “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any other Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into NYDOCS02/1161559.5 14

EXECUTION COPY the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “epay Segment” means the reportable “epay” segment as referenced and reported in Form 10-K and Form 10-Q filed by EWI with the SEC. “ERISA” means the Employee Retirement Income Security Act of 1974. “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with EWI within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code). “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by EWI or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by EWI or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon EWI or any ERISA Affiliate. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. “Euro” or “€” mean the single lawful currency of the Participating Member States. “Event of Default” has the meaning provided in Section 9.01. “EWI” means Euronet Worldwide, Inc., a Delaware corporation. “Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty by such Credit Party of, or the grant under a Credit Document by such Guarantor of a security interest to secure, such Swap Obligation (or any Support Obligation in respect thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 hereunder and any other “keepwell”, support or other agreement for the benefit of such Credit Party and any and all guarantees of such Credit Party’s Swap Obligations by other Credit Parties) at the time the Guaranty by such Credit Party, or grant by such Credit Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the NYDOCS02/1161559.5 15

EXECUTION COPY portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition. “Excluded Taxes” means, any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e), and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. “Existing Credit Agreement” means the Amended and Restated Credit Agreement dated as of August 18, 2011 (as amended prior to the date hereof) among EWI, the Subsidiaries and Affiliates of EWI parties thereto as borrowers and/or guarantors, the lenders parties thereto and Bank of America as administrative agent and collateral agent. “Existing Letters of Credit” means those letters of credit outstanding on the Closing Date and identified as such on Schedule 2.03. “Exposure” means, with respect to any Lender, the sum at such time, without duplication, of (a) such Lender’s USD Revolving Commitment Percentage of the Outstanding Amount of the USD Revolving Loan Obligations (including any participation interests in Letters of Credit and USD Swingline Loans) plus (b) such Lender’s Primary Currency Revolving Commitment Percentage of the Outstanding Amount of the Primary Currency Revolving Loan Obligations (including any participation interests in Primary Currency Swingline Loans) plus (c) such Lender’s Secondary Currency Revolving Commitment Percentage of the Outstanding Amount of the Secondary Currency Revolving Loan Obligations. “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted NYDOCS02/1161559.5 16

EXECUTION COPY pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100th of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement. “Fee Letter” means (i) as regards Bank of America and MLPF&S, the letter agreement, dated August 20, 2018, among EWI, Bank of America and MLPF&S, (ii) as regards Wells Fargo Securities, as joint lead arranger and joint book manager, any such letter agreement between EWI, Wells Fargo Bank and Wells Fargo Securities in respect thereof, (iii) as regards U.S. Bank National Association, as joint lead arranger and joint book manager, any such letter agreement between EWI and U.S. Bank National Association in respect thereof and (iv) for any L/C Issuer, any letter agreement between EWI and such L/C Issuer, in each such case, as amended, modified, extended, renewed or replaced. “Fitch” means Fitch, Inc. and any successor thereto. “Fixed LIBOR Base Rate” means: (a) for any interest calculation with respect to a Fixed LIBOR Rate Loan on any date: (i) [reserved]; (ii) denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate or a comparable or successor thereto which is approved by the Administrative Agent, as published by Bloomberg (or such other commercially available source providing quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m. (London time) on the Rate Determination Date, for deposits in the relevant currency, with a term equivalent to such Interest Period; (iii) denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate or a comparable or successor rate thereto which is approved by the Administrative Agent (“BBSY”) as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) NYDOCS02/1161559.5 17

EXECUTION COPY at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and (iv) denominated in any Non-LIBOR Quoted Currency, the rate per annum designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06 (a) (or such other commercially available source providing quotations as may be designated by the Administrative Agent from time to time); and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate at or about 11:00 a.m., (London time) determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for deposits in Dollars with a term of one month commencing that day; provided that (x) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practices; provided further that to the extent that such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (y) if the Fixed LIBOR Base Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement. “Fixed LIBOR Rate” means (a) for any Interest Period with respect to any Fixed LIBOR Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Fixed LIBOR Base Rate for such Fixed LIBOR Rate Loan for such Interest Period by (ii) one minus the Fixed LIBOR Rate Reserve Percentage for such Fixed LIBOR Rate Loan for such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Fixed LIBOR Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Fixed LIBOR Base Rate for such Base Rate Loan for such day by (ii) one minus the Fixed LIBOR Rate Reserve Percentage for such Base Rate Loan for such day. “Fixed LIBOR Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Fixed LIBOR Base Rate”. Fixed LIBOR Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Fixed LIBOR Rate Loans. “Fixed LIBOR Rate Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Fixed LIBOR Rate for each outstanding Fixed LIBOR Rate Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Fixed NYDOCS02/1161559.5 18

EXECUTION COPY LIBOR Rate shall be adjusted automatically as of the effective date of any change in the Fixed LIBOR Rate Reserve Percentage. “Fixed LIBOR Rate Unavailability Period” means any period of time during which a notice delivered to the Borrower in accordance with clauses (a) and (b) of Section 3.03 shall remain in force and effect. “Floating LIBOR Rate” means a fluctuating rate of interest set on the first Business Day of each month equal to the LIBOR Rate at approximately 11:00 a.m. (London time) determined two Business Days prior thereto for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day (expressed as a decimal and rounded upward if the number shown in the last decimal place is 5 or greater) adjusted from time to time in the sole discretion of the Administrative Agent for then applicable reserve requirements, deposit insurance assessment rates and other regulatory costs; provided that if the Floating LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Credit Agreement. “Floating LIBOR Rate Loans” means a Loan that bears interest at a rate based on the Floating LIBOR Rate. Floating LIBOR Rate Loans may be denominated in Dollars only. “Foreign Borrower” means a Borrower that is not a Domestic Borrower. “Foreign Credit Party” means a Credit Party that is not a Domestic Credit Party. “Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. “Foreign Obligations” means Obligations of the Foreign Subsidiaries of EWI, including the Revolving Loan Obligations owing by the Foreign Borrowers, but excluding, in any event, any Obligation owing by any Domestic Borrower or Domestic Subsidiary. “Foreign Obligor” means a Credit Party that is a Foreign Subsidiary. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. “FRB” means the Board of Governors of the Federal Reserve System of the United States. “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s pro rata share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lenders, such Defaulting Lender’s pro rata share of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. NYDOCS02/1161559.5 19

EXECUTION COPY “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations for borrowed money, whether current or long-term (including the Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts payable incurred in the ordinary course of business and payable on customary trade terms, (ii) unpaid expenses accrued in the ordinary course of business and (iii) contingent consideration (including, without limitation, guarantees, indemnities and obligations in respect of purchase price adjustments) in connection with Acquisitions); (c) all obligations (other than contingent obligations) under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties and surety bonds); (d) the Attributable Principal Amount of Capital Leases and Synthetic Leases; (e) the Attributable Principal Amount of Securitization Transactions (but without regard to unfunded or undrawn commitments); (f) all preferred stock and comparable equity interests providing for mandatory redemption, sinking fund or other like payments; (g) Support Obligations in respect of Funded Debt of another Person; (h) Funded Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof. For the avoidance of doubt, Funded Debt shall not include: (A) ATM Cash Supply Obligations; or (B) obligations under or in respect of surety bonds, unless and until drawn; or (C) obligations under or in respect of letters of credit to vendors or suppliers of products, content or services distributed or provided through processing networks of the NYDOCS02/1161559.5 20

EXECUTION COPY Consolidated Group, unless and until drawn, provided that, in each such case (1) a trust account or segregated account has been established therefor for the benefit of such vendors and suppliers (whether for the benefit of a single vendor or supplier or multiple vendors and/or suppliers), (2) all cash generated from the distribution or provision of such products, content and services through the respective processing networks of the Consolidated Group is deposited in or subject to such trust account or segregated account, and (3) such cash will be kept segregated and apart from cash not associated with the distribution or provision of such products, content and services through the respective processing networks of the Consolidated Group. For purposes hereof, the amount of Funded Debt shall be determined (i) based on the outstanding principal amount in the case of borrowed money indebtedness under clause (a) and purchase money indebtedness and the deferred purchase obligations under clause (b), (ii) based on the maximum amount available to be drawn in the case of letter of credit obligations and the other obligations under clause (c), (iii) in the case of a Securitization Transaction established to facilitate the issuance of letters of credit and bank guaranties, without duplication for the letters of credit and bank guaranties issued in connection therewith, and (iv) based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under clause (g). “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, subject to the provisions of Section 1.03. “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “Guaranteed Obligations” shall have the meaning provided in Section 4.01. “Guarantors” means (i) EWI, (ii) the Domestic Subsidiaries identified on the signature pages hereto as “Guarantors”, and (iii) each other Domestic Subsidiary which after the Closing Date becomes a Guarantor pursuant to a Joinder Agreement or other documentation in form and substance reasonably acceptable to the Administrative Agent, in each case together with their respective successors and permitted assigns. “Guaranty” means (a) the guaranty provided pursuant to Article IV hereof, and/or (b) any other guaranty agreement in respect of the Obligations given by any Person, whether by way of Joinder Agreement or otherwise, in each case as the same may be amended and modified from time to time. NYDOCS02/1161559.5 21

EXECUTION COPY “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. “Honor Date” has the meaning provided in Section 2.03(c)(i). “Hungarian Forints” means the lawful currency of Hungary. “IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board and in effect from time to time. “Immaterial Subsidiary” means any Subsidiary that is not a Credit Party and that (considered with its Subsidiaries on a consolidated basis) represents 10% or less of consolidated revenues for the Consolidated Group (in each such case determined as of the end of each fiscal quarter for the period of four consecutive fiscal quarters then ended). “Incremental Credit Facilities” has the meaning provided in Section 2.01(d). “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all Funded Debt; (b) all contingent obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties and surety bonds); (c) net obligations under any Swap Contract; (d) Support Obligations in respect of Indebtedness of another Person; and (e) Indebtedness of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof. For the avoidance of doubt, Indebtedness shall not include: (A) ATM Cash Supply Obligations; (B) obligations under or in respect of surety bonds, unless and until drawn; or (C) obligations under or in respect of letters of credit to vendors or suppliers of products, content or services distributed or provided through processing networks of the Consolidated Group, unless and until drawn, provided that, in each such case (1) a trust account or segregated account has been established therefor for the benefit of such NYDOCS02/1161559.5 22

EXECUTION COPY vendors and suppliers (whether for the benefit of a single vendor or supplier or multiple vendors and/or suppliers), (2) all cash generated from the distribution or provision of such products, content and services through the respective processing networks of the Consolidated Group is deposited in or subject to such trust account or segregated account, and (3) such cash will be kept segregated and apart from cash not associated with the distribution or provision of such products, content and services through the respective processing networks of the Consolidated Group. For purposes hereof, the amount of Indebtedness shall be determined (i) based on Swap Termination Value in the case of net obligations under Swap Contracts under clause (c) and (ii) based on the outstanding principal amount of the Indebtedness that is the subject of the Support Obligations in the case of Support Obligations under clause (d). “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes. “Indemnitee” has the meaning provided in Section 11.04(b). “Information” has the meaning specified in Section 11.07. “Interest Payment Date” means, (a) as to any Base Rate Loan and any Floating LIBOR Rate Loan (including USD Swingline Loans), the last Business Day of each March, June, September and December and the Termination Date and, in the case of any Swingline Loan, any other dates as may be mutually agreed upon by the applicable Borrowers and the applicable Swingline Lender, (b) as to any Fixed LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan, the date of repayment of principal of such Loan and the Termination Date, and in addition, where the applicable Interest Period exceeds three months, the date every three months after the beginning of such Interest Period; and (c) as to any Primary Currency Swingline Loan and Overnight Rate Loan, the last day of each Interest Period applicable thereto and the Termination Date. If an Interest Payment Date falls on a date that is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day. “Interest Period” means, (i) as to each Fixed LIBOR Rate Loan, the period commencing on the date such Fixed LIBOR Rate Loan is disbursed or converted to or continued as a Fixed LIBOR Rate Loan and ending on the date one week, one, two, three or six months thereafter (in each case, subject to availability), as selected by the applicable Borrower in its Loan Notice and (ii) as to each Primary Currency Swingline Loan and Overnight Rate Loan, the period commencing on the date such Loan is disbursed and ending on the date as may be offered by the applicable Lender or Lenders and agreed to by the Borrower; provided that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar NYDOCS02/1161559.5 23

EXECUTION COPY month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period with respect to any Revolving Loan shall extend beyond the Termination Date. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person, (b) a loan, advance or capital contribution to, guaranty or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually loaned or invested, without adjustment for subsequent increases or decreases in the value of such Investment. “IP Rights” has the meaning provided in Section 6.11. “IRS” means the United States Internal Revenue Service. “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit). “Issuer Documents” means, with respect to any Letter of Credit, the L/C Application and any other document, agreement or instrument (including such Letter of Credit) entered into by a Borrower (or any Subsidiary) and the applicable L/C Issuer (or in favor of the applicable L/C Issuer), relating to such Letter of Credit. “Japanese Yen” means the lawful currency of Japan. “Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 7.13 executed and delivered in accordance with the provisions of Section 7.13. “Judgment Currency” has the meaning provided in Section 11.18. “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. NYDOCS02/1161559.5 24

EXECUTION COPY “L/C Advance” means, with respect to each USD Lender, such Lender’s funding of its participation in any L/C Borrowing. All L/C Advances must be denominated in Dollars. “L/C Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. “L/C Borrowing” means any extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed or refinanced as a Borrowing of USD Revolving Loans. All L/C Borrowings will be denominated in Dollars. “L/C Commitment” means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue and to honor payment obligations under Letters of Credit, and, with respect to each USD Lender, the commitment of such Lender to purchase its pro rata share of participation interests in L/C Obligations. The L/C Commitment of any L/C Issuer may not be increased or extended without the prior written consent of such L/C Issuer. “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. “L/C Expiration Date” means the day that is seven days prior to the Termination Date then in effect (or, if such day is not a Business Day, the immediately preceding Business Day). “L/C Issuer” means (a) as to Existing Letters of Credit, those lenders identified as an issuer on Schedule 2.03, (b) in the case of Letters of Credit denominated in Dollars, Bank of America in its capacity as issuer of such Letters of Credit, together with its successors in such capacity, (c) in the case of Letters of Credit denominated in Alternative Currencies, Bank of America in its capacity as issuer of such Letters of Credit hereunder, together with its successors in such capacity. “L/C Obligations” means, at any time, the sum of (a) the maximum amount available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referenced therein, plus (b) the aggregate amount of all L/C Unreimbursed Amounts, including L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. “L/C Sublimit” has the meaning provided in Section 2.01(a)(ii). “L/C Unreimbursed Amount” has the meaning provided in Section 2.03(c)(i). “Lender Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit 2.01, executed and delivered in accordance with the provisions of Section 2.01(d). “Lenders” means the USD Lenders, the Primary Currency Lenders and/or the Secondary Currency Lenders, as appropriate. NYDOCS02/1161559.5 25

EXECUTION COPY “Lending Office” means, as to any Lender, the office or offices of such Lender set forth in such Lender’s Administrative Questionnaire or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. “Letter of Credit” means each Existing Letter of Credit and each standby letter of credit issued by a L/C Issuer under Section 2.01(a)(ii). Letters of Credit will be issued in Dollars and Alternative Currencies. “Letter of Credit Fee” has the meaning provided in Section 2.09(b)(i). “LIBOR Quoted Currency” means Dollars, Euro, British Pounds Sterling and Japanese Yen, in each case, for so long as there is a published LIBOR rate with respect thereto. “LIBOR Rate” means a Fixed LIBOR Rate or Floating LIBOR Rate, or both, as appropriate. “LIBOR Rate Loans” means a Fixed LIBOR Rate Loan or Floating LIBOR Rate Loan, or both, as appropriate. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing). For the avoidance of doubt, Liens do not include (a) the ownership or other interests of counterparties in “vault cash” they supply pursuant to ATM Cash Supply Agreements or (b) setoff rights or statutory liens arising in the ordinary course of business. “Loan Notice” means a notice of (a) a Borrowing of Loans (including Swingline Loans), (b) a conversion of Loans from one Type to the other, or (c) a continuation of Fixed LIBOR Rate Loans, which, if in writing, shall be substantially in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of EWI. “Loans” means any Revolving Loan, and the Fixed LIBOR Rate Loans, Floating LIBOR Rate Loans, Base Rate Loans and Overnight Rate Loans comprising such Loans. “London Banking Day” means any day on which dealings in deposits in the applicable currency are conducted by and between banks in the London interbank eurocurrency market. “Master Agreement” shall have the meaning provided in the definition of “Swap Contract”. NYDOCS02/1161559.5 26

EXECUTION COPY “Master Revolving Commitments” means the USD Revolving Commitments, the Primary Currency Revolving Commitments and the Secondary Currency Revolving Commitments. “Master Revolving Committed Amount” means, for any Lender, an amount equal to its USD Revolving Committed Amount; provided that for any affiliated Lenders which split their respective Master Revolving Commitments hereunder, such affiliated Lenders shall be regarded as a single combined Lender for purposes of determining the “Master Revolving Committed Amount” (and availability thereunder) and determining the facility fee payable under Section 2.09(a)(i). “Master Revolving Loan Obligations” means the USD Revolving Loan Obligations, the Primary Currency Revolving Loan Obligations and the Secondary Currency Revolving Loan Obligations. “Material Acquisition” means an Acquisition with Acquisition Consideration in excess of $200 million. “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, financial condition, results of operations or assets of the Consolidated Group, taken as a whole; (b) a material impairment of the ability of the Credit Parties, taken as a whole, to perform their obligations under the Credit Documents to which they are parties; or (c) a material adverse effect upon the legality, validity, binding effect or the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, taken as a whole. “Material Domestic Subsidiary” means (i) each of the Domestic Borrowers (other than EWI), and (ii) each Domestic Subsidiary which becomes, or is required to become, a Guarantor in accordance with the provisions of Section 7.13. “Maximum Rate” has the meaning specified in Section 11.09. “Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion. “MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with its successors. “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which EWI or any ERISA Affiliate makes or is obligated to make NYDOCS02/1161559.5 27

EXECUTION COPY contributions, or during the preceding five plan years, has made or been obligated to make contributions. “New Zealand Dollars” means the lawful currency of New Zealand. “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a particular facility, as appropriate, in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders. “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender. “Non-Extension Notice Date” has the meaning provided in Section 2.03(b)(iii). “Non-Guarantor Domestic Subsidiary” has the meaning provided in Section 7.13. “Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency. “Non-Reinstatement Deadline” has the meaning provided in Section 2.03(b)(iv). “Norwegian Krone” means the lawful currency of Norway. “Notes” means the USD Notes, the Primary Currency Notes and/or the Secondary Currency Notes. “Obligations” means, with respect to each of the Credit Parties, without duplication, (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, and all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the reasonable fees, charges and disbursements of counsel, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Swap Contract between EWI or any of its Subsidiaries, on the one hand, and any Lender or Affiliate of a Lender (or a Person who, at the time the Swap Contract was entered into, was a Lender or an Affiliate of a Lender), on the other hand, to the extent permitted hereunder and (c) all obligations under any Treasury Management Agreement between EWI or any of its Subsidiaries, on the one hand, and any Lender or Affiliate of a Lender (or a Person who, at the time the Treasury Management Agreement was entered into, was a Lender or an Affiliate of a Lender), on the other hand; provided that the “Obligations” of a Credit Party shall exclude any Excluded Swap Obligations with respect to such Credit Party. “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents NYDOCS02/1161559.5 28

EXECUTION COPY with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document). “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). “Outstanding Amount” means (i) with respect to Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; (ii) with respect to Swingline Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swingline Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by a Borrower of L/C Unreimbursed Amounts. “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) the overnight rate determined by the Administrative Agent, the L/C Issuer or the applicable Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with any amount denominated in any other currency, the greater of (i) an overnight rate determined by the Administrative Agent, the L/C Issuer or the applicable Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (ii) the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market. “Overnight Rate Loans” means a Loan that bears interest based on the Overnight Rate. NYDOCS02/1161559.5 29

EXECUTION COPY “Participant” has the meaning specified in Section 11.06(d). “Participant Register” has the meaning specified in Section 11.06(d). “Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. “Patriot Act” has the meaning provided in Section 11.17. “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by EWI or any ERISA Affiliate or to which EWI or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. “Permitted Dispositions” means: (a) Dispositions of cash and Cash Equivalents; (b) Dispositions by and between members of the Consolidated Group; (c) Dispositions consisting of the sale and leaseback of ADTs, ATMs or POS terminals in the ordinary course of business when such sale and leaseback is entered into in connection with an agreement between any member of the Consolidated Group and a customer for the provision of services, such as the outsourced operation of the ADTs, ATMs or POS terminals or the licensing and maintenance of software for the operation of such ADTs, ATMs or POS terminals; (d) Dispositions consisting of the contribution of assets (including all or any portion of the assets of, or the equity interests in, certain subsidiaries) into non-wholly owned joint ventures; (e) Dispositions consisting of the sale or transfer of Securitization Receivables (or interests therein) in connection with a Securitization Transaction permitted hereunder; (f) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (g) Dispositions of inventory and marketable securities in the ordinary course of business and the licensing or sublicensing of software and IP Rights consistent with past practices; NYDOCS02/1161559.5 30

EXECUTION COPY (h) Dispositions resulting from the lease of terminal equipment, ADTs or ATMs in the ordinary course of business of members of the Consolidated Group; (i) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (j) Dispositions of Property in connection with casualty, condemnation or similar events; (k) Dispositions resulting from the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims; (l) Dispositions resulting from the leasing, subleasing or assignment of Property in the ordinary course of business; (m) Dispositions of accounts receivable in connection with the collection or compromise thereof; (n) Dispositions resulting from the abandonment of IP Rights which are not material to the conduct of the business of the Consolidated Group, taken as a whole; (o) Dispositions resulting from transactions permitted by Section 8.04 or Restricted Payments permitted by Section 8.06; and (p) other Dispositions by the members of the Consolidated Group in any fiscal year of assets as to which attributed EBITDA does not in the aggregate exceed 20% of Consolidated EBITDA of the Consolidated Group as of the most recently ended fiscal year for which audited financial statements have been delivered, provided, in each case, that no Default shall exist and be continuing immediately before or immediately after giving effect thereto on a Pro Forma Basis. “Permitted Liens” means Liens permitted pursuant to Section 8.01. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by EWI or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate. “Platform” has the meaning provided in Section 7.02. “Polish Zlotys” means the lawful currency of Poland. NYDOCS02/1161559.5 31

EXECUTION COPY “Primary Currency Lenders” means those Lenders with Primary Currency Revolving Commitments, together with their successors and permitted assigns. The initial Primary Currency Lenders are identified on the signature pages hereto and are set out in Schedule 2.01. “Primary Currency Notes” means the promissory notes, if any, given to evidence the Primary Currency Revolving Loan Obligations, as amended, restated, modified, supplemented, extended, renewed or replaced. A form of Primary Currency Note is attached as Exhibit 2.13-2. “Primary Currency Revolving Commitment” means, for each Primary Currency Lender, the commitment of such Lender to make Primary Currency Revolving Loans (and to share in Primary Currency Revolving Loan Obligations) hereunder. “Primary Currency Revolving Commitment Percentage” means, for each Primary Currency Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s Primary Currency Revolving Committed Amount and the denominator of which is the Aggregate Primary Currency Revolving Committed Amount. The initial Primary Currency Revolving Commitment Percentages are set out in Schedule 2.01. “Primary Currency Revolving Committed Amount” means, for each Primary Currency Lender, the amount of such Lender’s Primary Currency Revolving Commitment. The initial Primary Currency Revolving Committed Amounts are set out in Schedule 2.01. “Primary Currency Revolving Loan” has the meaning provided in Section 2.01(b)(i). “Primary Currency Revolving Loan Obligations” means the Primary Currency Revolving Loans and the Primary Currency Swingline Loans. “Primary Currency Swingline Lender” means Bank of America and each other Lender that is so designated by EWI (with the approval of the Administrative Agent and such Lender), each in its capacity as such, together with any successor in such capacity. “Primary Currency Swingline Loan” has the meaning provided in Section 2.01(b)(ii). All Primary Currency Swingline Loans will be denominated in Alternative Currencies therefor, being British Pounds Sterling and Euro on the Closing Date. “Primary Currency Swingline Sublimit” has the meaning provided in Section 2.01(b)(ii). The Primary Currency Swingline Sublimit is a part of, and not in addition to, the Aggregate Primary Currency Revolving Commitments. “Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. NYDOCS02/1161559.5 32

EXECUTION COPY “Pro Forma Basis” means, with respect to any transaction, for purposes of determining compliance with the financial covenants hereunder, that such transaction shall be deemed to have occurred as of the first day of the period of four consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions hereof. Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (a) in the case of any Disposition, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject of such Disposition shall be excluded to the extent relating to any period prior to the date thereof and (ii) Indebtedness paid or retired in connection with such Disposition shall be deemed to have been paid and retired as of the first day of the applicable period; and (b) in the case of any Acquisition, merger or consolidation, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject thereof shall be included to the extent relating to any period prior to the date thereof and (ii) Indebtedness incurred in connection with such Acquisition, merger or consolidation, shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming prevailing interest rates hereunder). “Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or intangible. “Public Lender” has the meaning specified in Section 7.02. “Qualified ECP Guarantor” means, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Rate Determination Date” means, with respect to any Interest Period, two Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent). “Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder. “Refinancing Indebtedness” means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to extend, renew, replace, defease, refund or refinance existing Indebtedness (the “Refinanced Debt”) but only if the aggregate principal amount of the Refinancing Indebtedness shall be less than or equal to the sum of (a) the aggregate amount of the Refinanced Debt (including principal and accrued interest), (b) the aggregate amount of unused commitments under the Refinanced Debt, (c) prepayment fees or premiums, tender or consent fees and/or other reasonable costs and expenses directly related to the Refinanced Debt and (d) reasonable fees, expenses and costs directly related to the entering into of the Refinanced Debt. NYDOCS02/1161559.5 33

EXECUTION COPY “Refinancing Investment” means an Investment made (including by means of the extension or renewal of an existing Investment) to extend, renew, replace, defease, refund or refinance an existing Investment (the “Refinanced Investment”), but only if the amount of the Refinancing Investment is less than or equal to the sum of (1) the aggregate principal amount of the Refinanced Investment (including accrued interest or dividends, as applicable), (2) prepayment fees or premiums, tender or consent fees and/or other costs and expenses directly related to the Refinanced Investment and (3) fees, expenses and costs directly related to the entering into the Refinancing Investment. “Refinancing Lien” means a Lien granted to extend, renew or replace an existing Lien, but only if (a) the amount of the Indebtedness or other obligations secured or benefited thereby is not increased except as contemplated by Section 8.03 and (b) any renewal or extension of the Indebtedness or other obligations secured or benefited thereby is permitted by Section 8.03. “Register” has the meaning provided in Section 11.06(c). “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived. “Request for Credit Extension” means (a) with respect to a Borrowing of Loans (including Swingline Loans) or the conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, an L/C Application. “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Master Revolving Commitments or, if the Revolving Commitments shall have expired or been terminated, Lenders holding in the aggregate more than 50% of the Revolving Loan Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans); provided that the commitments of, and the portion of the Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. “Required Primary Currency Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Primary Currency Revolving Commitments, or if the Primary Currency Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the Primary Currency Revolving Loan Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in Primary Currency Swingline Loans); provided that the commitments of, and the portion of the Primary Currency Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required Primary Currency Lenders”. “Required Secondary Currency Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Secondary Currency Revolving Commitments, or if the NYDOCS02/1161559.5 34

EXECUTION COPY Secondary Currency Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the Secondary Currency Revolving Loan Obligations; provided that the commitments of, and the portion of the Primary Secondary Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required Secondary Currency Lenders”. “Required USD Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate USD Revolving Commitments, or if the USD Revolving Commitments have expired or been terminated, Lenders holding in the aggregate more than 50% of the USD Revolving Loan Obligations (including, in each case, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and USD Swingline Loans); provided that the commitments of, and the portion of the USD Revolving Loan Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of “Required USD Lenders”. “Responsible Officer” means the chief executive officer, president, chief financial officer, managing director, director, treasurer or assistant treasurer of a Credit Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Credit Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Credit Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Credit Party designated in or pursuant to an agreement between the applicable Credit Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent. “Restricted Payments” means any dividend or other distribution (whether in cash, securities or other property) by EWI in respect of its Capital Stock, or any payment (whether in cash, securities or other property) including any sinking fund payment or similar deposit, for or on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Capital Stock of EWI or any option, warrant or other right to acquire such Capital Stock of EWI. “Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Fixed LIBOR Rate Loan denominated in a currency other than Dollars, (ii) each date of a continuation of a Fixed LIBOR Rate Loan denominated in a currency other than Dollars pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the respective Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment increasing the amount or extension of a Letter of Credit denominated in a currency other than Dollars, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in a currency other than Dollars, (iv) in the case of the Existing Letters of Credit, NYDOCS02/1161559.5 35

EXECUTION COPY the Closing Date and (v) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the respective Required Lenders shall require. “Revolving Commitment Percentage” means the USD Revolving Commitment Percentage, the Primary Currency Revolving Commitment Percentage and/or the Secondary Currency Revolving Commitment Percentage, as appropriate. “Revolving Commitments” means the USD Revolving Commitments, the Primary Currency Revolving Commitments and the Secondary Currency Revolving Commitments. “Revolving Committed Amount” means the USD Revolving Committed Amount, the Primary Currency Revolving Committed Amount and/or the Secondary Currency Revolving Committed Amount, as appropriate. “Revolving Loan Obligations” means the USD Revolving Loan Obligations, the Primary Currency Revolving Loan Obligations and/or the Secondary Currency Revolving Loan Obligations, as appropriate. “Revolving Loans” means the USD Revolving Loans, the Primary Currency Revolving Loans and/or the Secondary Currency Revolving Loans, as appropriate. “S&P” means S&P Global Ratings and any successor thereto. “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in a currencies other than Dollars, same day or other funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant currency. “Sanction(s)” means any international economic sanction(s) program (for the avoidance of doubt, excluding any penalties relating to taxes) administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Secondary Currency Lenders” means those Lenders with Secondary Currency Revolving Commitments, together with their successors and permitted assigns. The initial Secondary Currency Lenders are identified on the signature pages hereto and are set out in Schedule 2.01. “Secondary Currency Notes” means the promissory notes, if any, given to evidence the Secondary Currency Revolving Loan Obligations, as amended, restated, modified, supplemented, extended, renewed or replaced. A form of Secondary Currency Note is attached as Exhibit 2.13-3. NYDOCS02/1161559.5 36

EXECUTION COPY “Secondary Currency Revolving Commitment” means, for each Secondary Currency Lender, the commitment of such Lender to make Secondary Currency Revolving Loans (and to share in Secondary Currency Revolving Loan Obligations) hereunder. “Secondary Currency Revolving Commitment Percentage” means, for each Secondary Currency Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s Secondary Currency Revolving Committed Amount and the denominator of which is the Aggregate Secondary Currency Revolving Committed Amount. The initial Secondary Currency Revolving Commitment Percentages are set out in Schedule 2.01. “Secondary Currency Revolving Committed Amount” means, for each Secondary Currency Lender, the amount of such Lender’s Secondary Currency Revolving Commitment. The initial Secondary Currency Revolving Committed Amounts are set out in Schedule 2.01. “Secondary Currency Revolving Loan” has the meaning provided in Section 2.01(c)(i). “Secondary Currency Revolving Loan Obligations” means the Secondary Currency Revolving Loans. “Securitization Transaction” means any financing, factoring or similar transaction (or series of transactions) entered into by any member of the Consolidated Group pursuant to which any such member of the Consolidated Group may sell, convey or otherwise transfer, or pledge or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment (the “Securitization Receivables”) to a special purpose entity (a “Securitization SPE”) or other Person; provided that the granting of Liens on specific accounts receivable to secure specific letters of credit and other obligations covered in clause (c) of the definition of Funded Debt will not constitute a Securitization Transaction for purposes hereof. “Special Notice Currency” means at any time a currency other than Dollars, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe. “Specified-Credit Party” means any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 4.08). “Specified Obligations” means Obligations consisting of principal of and interest on the Loans, reimbursement obligations in respect of Letters of Credit and fees. “Spot Rate” for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable L/C Issuer NYDOCS02/1161559.5 37

EXECUTION COPY if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the applicable L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in a currency other than Dollars. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise provided, “Subsidiary” shall refer to a Subsidiary of EWI. “Support Obligations” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Funded Debt or other Indebtedness payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Funded Debt or other Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Funded Debt or other Indebtedness of the payment or performance of such Funded Debt or other Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Funded Debt or other Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Funded Debt or other Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Funded Debt or other Indebtedness of any other Person, whether or not such Funded Debt or other Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Funded Debt or other Indebtedness to obtain any such Lien); provided that “Support Obligation” shall not include obligations relating to the endorsement of checks, drafts or other items for collection in the ordinary course of business. The amount of any Support Obligations shall be deemed to be an amount equal to the stated or determinable amount of the related Funded Debt or other Indebtedness, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms NYDOCS02/1161559.5 38

EXECUTION COPY and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a), the amounts determined as the mark-to-market values for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). “Swedish Krona” means the lawful currency of Sweden. “Swingline Borrowing” means a borrowing of a Swingline Loan hereunder. “Swingline Lender” means each USD Swingline Lender, each Primary Currency Swingline Lender and/or the lender identified as the swingline lender in the case of any other Swingline Loans established hereunder. “Swingline Loans” means the USD Swingline Loans, the Primary Currency Swingline Loans and/or any other swingline loan established in respect of the other Revolving Commitments hereunder. “Swingline Sublimit” means the USD Swingline Sublimit, the Primary Currency Swingline Sublimit and/or any other sublimit for other swingline loans established hereunder. “Swiss Francs” means the lawful currency of Switzerland. “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP. “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007. “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. NYDOCS02/1161559.5 39

EXECUTION COPY “Tax Confirmation” shall mean a confirmation by the Administrative Agent, Lender or L/C Issuer, as applicable, that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Credit Document is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; (b) a partnership each member of which is: (i) a company so resident in the United Kingdom; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of Section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of Section 19 of the CTA) of that company. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Termination Date” means October 17, 2023. “Tranche” means, for purposes of Section 9.04, each of (i) the USD Revolving Commitments and the USD Revolving Loan Obligations, (ii) the Primary Currency Revolving Commitments and Primary Currency Revolving Loan Obligations, (iii) the Secondary Currency Revolving Commitments and the Secondary Currency Revolving Loan Obligations and (iv) any other commitments relating to Incremental Credit Facilities established after the Closing Date and the loans and obligations relating thereto. “Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including, without limitation, deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards, employee credit card programs and commercial cards), funds transfer, automated clearinghouse, direct debit, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, netting services, cash pooling arrangements, credit and debit card acceptance or merchant services and other treasury or cash management services. “Type” means, with respect to any Revolving Loan, its character as a Base Rate Loan, a Floating LIBOR Rate Loan or a Fixed LIBOR Rate Loan. “UCC” means the Uniform Commercial Code in effect in any applicable jurisdiction from time to time. “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year. “United States” or “U.S.” means the United States of America. NYDOCS02/1161559.5 40

EXECUTION COPY “USD Notes” means the promissory notes, if any, given to evidence the USD Revolving Loan Obligations, as amended, restated, modified, supplemented, extended, renewed or replaced. A form of USD Note is attached as Exhibit 2.13-1. “USD Revolving Commitment” means, for each USD Lender, the commitment of such Lender to make USD Revolving Loans (and to share in USD Revolving Loan Obligations that are not USD Revolving Loans) hereunder. “USD Revolving Commitment Percentage” means, for each USD Lender, a fraction (expressed as a percentage carried to the ninth decimal place), the numerator of which is such Lender’s USD Revolving Committed Amount and the denominator of which is the Aggregate USD Revolving Committed Amount. The initial USD Revolving Commitment Percentages are set out in Schedule 2.01. “USD Revolving Committed Amount” means, for each USD Lender, the amount of such Lender’s USD Revolving Commitment. The initial USD Revolving Committed Amounts are set out in Schedule 2.01. “USD Lenders” means those Lenders with USD Revolving Commitments, together with their successors and permitted assigns. The initial USD Lenders are identified on the signature pages hereto and are set out in Schedule 2.01. “USD Revolving Loan” has the meaning provided in Section 2.01(a)(i). “USD Revolving Loan Obligations” means the USD Revolving Loans, the L/C Obligations and the USD Swingline Loans. “USD Revolving Loans” has the meaning provided in Section 2.01(a)(i). “USD Swingline Lender” means Bank of America and each other Lender that is so designated by EWI (with the approval of the Administrative Agent and such Lender), each in its capacity as such, together with any successor in such capacity. “USD Swingline Loan” has the meaning provided in Section 2.01(a)(iii). “USD Swingline Sublimit” has the meaning provided in Section 2.01(a)(iii). The USD Swingline Sublimit is a part of, and not in addition to, the Aggregate USD Revolving Commitments. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code. “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3). “Wholly Owned Subsidiary” means, with respect to any direct or indirect Subsidiary of any Person, that 100% of the Capital Stock with ordinary voting power issued by such Subsidiary (other than directors’ qualifying shares and investments by foreign nationals mandated by applicable Law) is beneficially owned, directly or indirectly, by such Person. NYDOCS02/1161559.5 41

EXECUTION COPY “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described in the EU Bail-In Legislation Schedule. 1.02 Interpretive Provisions. With reference to this Credit Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Credit Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to “Articles”, “Sections”, “Exhibits” and “Schedules” shall be construed to refer to articles and sections of, and exhibits and schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and property of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document. (d) In this Credit Agreement, where it relates to a Dutch Obligor, a reference to: NYDOCS02/1161559.5 42

EXECUTION COPY (i) a winding-up, administration or dissolution includes a Dutch Obligor being: (A) declared bankrupt (failliet verklaard); or (B) dissolved (ontbonden); (ii) a moratorium or rearrangement includes surseance van betaling; (iii) insolvency includes a bankruptcy, a moratorium, the issue of a notice under section 36(2) of the Dutch 1990 Tax Collection Act (Invorderingswet 1990) and emergency regulations (noodregeling) under the Dutch Financial Supervision Act (Wet op het Financieel Toezicht); (iv) a trustee in bankruptcy includes a curator; (v) an administrator includes a bewindvoerder; (vi) “security” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht); (vii) an attachment includes a beslag; and (viii) a subsidiary includes a dochtermaatschappij as defined in Article 2:24a of the Dutch Civil Code. (e) Any reference to “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)) as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in any Credit Document, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted. (f) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to the division of a limited liability company into two or more limited liability companies, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Each limited liability company resulting NYDOCS02/1161559.5 43

EXECUTION COPY from the division of a limited liability company shall constitute a separate Person hereunder (and each limited liability company resulting from the division of a limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). 1.03 Accounting Terms and Provisions. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 (Financial Instruments) and FASB ASC 470-20 (Debt) on financial liabilities shall be disregarded. (b) Notwithstanding any provision herein to the contrary, determinations of compliance with the financial covenants shall be made on a Pro Forma Basis. (c) To the extent not otherwise described in the financial statements delivered pursuant to Section 7.01(a) or (b) or the other materials and information provided pursuant to Section 7.02, EWI will provide a written summary of material changes in GAAP or in the consistent application thereof and material changes in accounting policies or financial reporting practices with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b). If there is any change in GAAP or in the consistent application thereof after the date hereof that would affect the computation of any financial covenant, ratio or requirement set forth in any Credit Document, and either EWI or the Required Lenders shall so request, regardless of whether any such request is given before or after such change in GAAP or in the application thereof, then the Administrative Agent, the Required Lenders and EWI agree to endeavor, in good faith, to agree upon an amendment to this Credit Agreement that would adjust such financial covenants, ratio or requirement in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the most recent financial statements delivered pursuant to Section 7.01(a) or (b), provided that, until so amended such financial covenants, ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the forgoing, whenever in this Credit Agreement it is necessary to determine whether a lease is a Capital Lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the date hereof. (d) All references herein to consolidated financial statements of the Consolidated Group or to the determination of any amount for the Consolidated Group on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that EWI is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein. NYDOCS02/1161559.5 44

EXECUTION COPY (e) At any time after the Closing Date, EWI may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references in the Credit Documents to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Credit Agreement); provided that (1) any such election, once made, shall be irrevocable, (2) any calculation or determination in any Credit Document that requires the application of GAAP for any period that includes any fiscal quarter(s) ended prior to such election will be subject to the provisions of Section 1.03(c) above, (3) EWI may not make such election unless all other members of the Consolidated Group simultaneously make such election and (4) EWI will provide a reconciliation statement identifying the changes based on application of IFRS. EWI shall give the Administrative Agent at least thirty (30) days prior written notice of any such election. 1.04 Rounding. Any financial ratios required to be maintained pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 1.05 Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in currencies other than Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Credit Parties hereunder, for determining compliance with the affirmative and negative covenants hereof, for calculating financial covenants hereunder or as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. (b) Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Fixed LIBOR Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Fixed LIBOR Rate Loan or Letter of Credit is denominated in currencies other than Dollars, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be. 1.06 Additional Alternative Currencies. (a) EWI may from time to time request that Fixed LIBOR Rate Loans or Swingline Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such NYDOCS02/1161559.5 45

EXECUTION COPY requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Fixed LIBOR Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Primary Currency Lenders or Secondary Currency Lenders, as applicable; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer, and with respect to Swingline Loans, such request shall be subject to the approval of the Administrative Agent and the applicable Swingline Lender, in each such case in their discretion. (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit or Swingline Loans, the applicable L/C Issuer or Swingline Lender, in any such case, in its or their sole discretion). In the case of any such request pertaining to Fixed LIBOR Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit or Swingline Loans, the Administrative Agent shall promptly notify the applicable L/C Issuer or Swingline Lender, respectively, thereof. Each Lender (in the case of any such request pertaining to Fixed LIBOR Rate Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) or Swingline Lender (in the case of a request pertaining to Swingline Loans) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Fixed LIBOR Rate Loans, the issuance of Letters of Credit or Swingline Loans, as the case may be, in such requested currency. (c) Any failure by a Lender, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be, to permit Fixed LIBOR Rate Loans to be made, Letters of Credit to be issued or Swingline Loans to be made in such requested currency. If the Administrative Agent and all the Lenders consent to making Fixed LIBOR Rate Loans in such requested currency, the Administrative Agent shall so notify EWI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Fixed LIBOR Rate Loans; if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify EWI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances, and if the Administrative Agent and the applicable Swingline Lender shall consent to making Swingline Loans in the requested currency, the Administrative Agent shall notify EWI and such currency shall thereupon be deemed for all purposes to be an Alternative Currency for any such Swingline Loan Borrowings. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify EWI. 1.07 Change of Currency. NYDOCS02/1161559.5 46

EXECUTION COPY (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. (b) Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. (c) Each provision of this Credit Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 1.08 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight savings or standard, as applicable). 1.09 Letter of Credit Amounts. Unless otherwise specified herein (including, without limitation, as otherwise specified in Sections 1.05(a) and (b)), the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 1.10 Limitation on Obligations of Foreign Credit Parties. Notwithstanding anything set forth in this Credit Agreement or any other Credit Document to the contrary, no Foreign Credit Party and/or Foreign Subsidiary shall at any time be liable, directly or indirectly, for any portion of the Obligations of any Domestic Credit Party, including, without limitation, the principal of any Revolving Loan Obligations of the Domestic Borrowers or any interest thereon or fees payable with respect thereto (and the Domestic Credit Parties are solely liable for such Obligations), and no Property of any Foreign Credit Party and/or Foreign Subsidiary shall at any time serve, directly or indirectly, as any type of collateral or security for any portion of the Obligations of any Domestic Credit Party. NYDOCS02/1161559.5 47

EXECUTION COPY ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS 2.01 Commitments (a) USD Revolving Commitments. During the Commitment Period, (i) USD Revolving Loans. The USD Lenders severally agree to make revolving credit loans (the “USD Revolving Loans”) to the applicable Borrowers in Dollars, from time to time, on any Business Day, in an aggregate principal amount of up to ONE BILLION DOLLARS ($1,000,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate USD Revolving Committed Amount”); (ii) Letters of Credit. (A) The L/C Issuer, in reliance upon the commitments of the USD Lenders set forth herein, agrees (I) to issue Letters of Credit denominated in Dollars and in Alternative Currencies for the account of the applicable Borrowers and other members of the Consolidated Group on any Business Day, (II) to amend or extend Letters of Credit previously issued hereunder, and (III) to honor drawings under Letters of Credit; and (B) the USD Lenders severally agree to purchase from the L/C Issuer a participation interest in the Existing Letters of Credit and Letters of Credit issued hereunder in an amount equal to such Lender’s Revolving Commitment Percentage thereof, in an aggregate principal amount up to TWO HUNDRED MILLION DOLLARS ($200,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “L/C Sublimit”), provided that (i) the Outstanding Amount of L/C Obligations shall not exceed the L/C Sublimit, and (ii) for any L/C Issuer, the Outstanding Amount of L/C Obligations shall not exceed the amount of such L/C Issuer’s L/C Commitment; (iii) USD Swingline Loans. Unless (i) any USD Lender is a Defaulting Lender and (ii) the applicable USD Swingline Lender has not entered into arrangements satisfactory to it with the applicable Borrowers or such Defaulting Lender to eliminate such USD Swingline Lender’s exposure with respect thereto, the USD Swingline Lenders severally agree to make revolving credit loans (the “USD Swingline Loans”) to the applicable Borrowers in Dollars on any Business Day in an aggregate principal amount of up to FIFTY MILLION DOLLARS ($50,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “USD Swingline Sublimit”), provided that the Outstanding Amount of USD Swingline Loans shall not exceed the USD Swingline Sublimit; and, provided further that, in each case, (A) the aggregate Outstanding Amount of USD Revolving Loan Obligations shall not exceed the Aggregate USD Revolving Committed Amount, (B) the aggregate Outstanding Amount of Master Revolving Loan Obligations shall not exceed the Aggregate Master Revolving Committed Amount, (C) with regard to each USD Lender individually, (i) such Lender’s USD Revolving Commitment Percentage of USD Revolving Loan Obligations shall not exceed its respective USD Revolving Committed Amount, NYDOCS02/1161559.5 48

EXECUTION COPY and (ii) such Lender’s USD Revolving Commitment Percentage of USD Revolving Loan Obligations plus its Primary Currency Revolving Commitment Percentage of Primary Currency Revolving Loan Obligations plus its Secondary Currency Revolving Commitment Percentage of its Secondary Currency Revolving Loan Obligations shall not exceed its respective Master Revolving Committed Amount, (D) with regard to each USD Swingline Lender individually, such Lender’s USD Revolving Commitment Percentage of USD Revolving Loan Obligations plus its Primary Currency Revolving Commitment Percentage of Primary Currency Revolving Loan Obligations plus its Secondary Currency Revolving Commitment Percentage of its Secondary Currency Revolving Loan Obligations plus the outstanding principal amount of all USD Swingline Loans made by such Lender plus the outstanding principal amount of all Primary Currency Swingline Loans, if any, made by such Lender shall not exceed its respective Master Revolving Committed Amount, and (E) for any particular Borrower, the aggregate Outstanding Amount of all USD Revolving Loan Obligations to or for such Borrower will not exceed its respective Designated Borrower Limit. (iv) Additional Provisions Relating to USD Revolving Loans. USD Revolving Loans may consist of Base Rate Loans, Floating LIBOR Rate Loans and Fixed LIBOR Rate Loans, or a combination thereof, as the applicable Borrowers may request, and may be repaid and reborrowed in accordance with the provisions hereof. (v) Additional Provisions Relating to Letters of Credit. Subject to the terms and conditions hereof, each applicable Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each such applicable Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof. (vi) Additional Provisions Relating to USD Swingline Loans. USD Swingline Loans shall be comprised solely of Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof. Immediately upon the making of a USD Swingline Loan, each USD Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable USD Swingline Lender a participation interest in such USD Swingline Loan in an amount equal to the product of such Lender’s USD Revolving Commitment Percentage thereof. (b) Primary Currency Revolving Commitments. During the Commitment Period, (i) Primary Currency Revolving Loans. The Primary Currency Lenders severally agree to make revolving credit loans (the “Primary Currency Revolving Loans”) to the applicable Borrowers in Alternative Currencies, from time to time, on any Business Day, in an aggregate principal amount of up to NINE HUNDRED TWENTY-FIVE MILLION DOLLARS ($925,000,000) (as NYDOCS02/1161559.5 49

EXECUTION COPY such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Primary Currency Revolving Committed Amount”); (ii) Primary Currency Swingline Loans. Unless (i) any Primary Currency Lender is a Defaulting Lender and (ii) the applicable Primary Currency Swingline Lender has not entered into arrangements satisfactory to it with the applicable Borrowers or such Defaulting Lender to eliminate such Swingline Lender’s exposure with respect thereto, the Primary Currency Swingline Lenders severally agree to make revolving credit loans (the “Primary Currency Swingline Loans”) to the applicable Borrowers in Alternative Currencies, on any Business Day in an aggregate principal amount of up to NINETY MILLION DOLLARS ($90,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Primary Currency Swingline Sublimit”), provided that the Outstanding Amount of Primary Currency Swingline Loans shall not exceed the Primary Currency Swingline Sublimit; and, provided further that, in each case, (A) the aggregate Outstanding Amount of Primary Currency Revolving Loan Obligations shall not exceed the Aggregate Primary Currency Revolving Committed Amount, (B) the aggregate Outstanding Amount of Master Revolving Loan Obligations shall not exceed the Aggregate Master Revolving Committed Amount, (C) with regard to each Primary Currency Lender individually, such Lender’s Primary Currency Revolving Commitment Percentage of Primary Currency Revolving Loan Obligations shall not exceed its respective Primary Currency Revolving Committed Amount, (D) with regard to each Primary Currency Swingline Lender individually, such Lender’s USD Revolving Commitment Percentage of USD Revolving Loan Obligations plus its Primary Currency Revolving Commitment Percentage of Primary Currency Revolving Loan Obligations plus its Secondary Currency Revolving Commitment Percentage of its Secondary Currency Revolving Loan Obligations plus the outstanding principal amount of all USD Swingline Loans, if any, made by such Lender plus the outstanding principal amount of all Primary Currency Swingline Loans made by such Lender shall not exceed its respective Master Revolving Committed Amount and (E) for any particular Borrower, (1) Credit Extensions will be limited to those currencies specified for such Borrower in Schedule 2.14(b) or the relevant Designated Borrower Request and Assumption Agreement and (2) the aggregate Outstanding Amount of all Primary Currency Revolving Loan Obligations to or for such Borrower will not exceed its respective Designated Borrower Limit. (iii) Additional Provisions Relating to Primary Currency Revolving Loans. Primary Currency Revolving Loans shall consist of Fixed LIBOR Rate Loans, as the applicable Borrowers may request, and may be repaid and reborrowed in accordance with the provisions hereof. (iv) Additional Provisions Relating to Primary Currency Swingline Loans. Primary Currency Swingline Loans shall be comprised solely of Overnight Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof. Immediately upon the making of a Primary Currency Swingline Loan, each Primary Currency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Primary NYDOCS02/1161559.5 50

EXECUTION COPY Currency Swingline Lender a participation interest in such Primary Currency Swingline Loan in an amount equal to the product of such Lender’s Primary Currency Revolving Commitment Percentage thereof. (c) Secondary Currency Revolving Commitments. During the Commitment Period, (i) Secondary Currency Revolving Loans. The Secondary Currency Lenders severally agree to make revolving credit loans (the “Secondary Currency Revolving Loans”) to the applicable Borrowers in Alternative Currencies, from time to time, on any Business Day, in an aggregate principal amount of up to FOUR HUNDRED EIGHTY-FIVE MILLION DOLLARS ($485,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Secondary Currency Revolving Committed Amount”); and, provided further that, in each case, (A) the aggregate Outstanding Amount of Secondary Currency Revolving Loan Obligations shall not exceed the Aggregate Secondary Currency Revolving Committed Amount, (B) the aggregate Outstanding Amount of Master Revolving Loan Obligations shall not exceed the Aggregate Master Revolving Committed Amount, (C) with regard to each Secondary Currency Lender individually, (i) such Lender’s Secondary Currency Revolving Commitment Percentage of Secondary Currency Revolving Loan Obligations shall not exceed its respective Secondary Currency Revolving Committed Amount, and (ii) such Lender’s USD Revolving Commitment Percentage of USD Revolving Loan Obligations plus its Primary Currency Revolving Commitment Percentage of Primary Currency Revolving Loan Obligations plus its Secondary Currency Revolving Commitment Percentage of its Secondary Currency Revolving Loan Obligations shall not exceed its respective Master Revolving Committed Amount and (D) for any particular Borrower, (1) Credit Extensions will be limited to those currencies specified for such Borrower in Schedule 2.14(b) or the relevant Designated Borrower Request and Assumption Agreement and (2) the aggregate Outstanding Amount of all Secondary Currency Revolving Loan Obligations to or for such Borrower will not exceed its respective Designated Borrower Limit. (ii) Additional Provisions Relating to Secondary Currency Revolving Loans. Secondary Currency Revolving Loans shall consist of Fixed LIBOR Rate Loans, as the applicable Borrowers may request, and may be repaid and reborrowed in accordance with the provisions hereof. (d) Incremental Credit Facilities. At any time on or after the Closing Date, EWI may, on written notice to the Administrative Agent, establish additional credit facilities (collectively, the “Incremental Credit Facilities”) by increasing the USD Revolving Commitments, Primary Currency Revolving Commitments or Secondary Currency Revolving Commitments or establishing one or more new revolving loans, or some combination thereof; provided that: (i) the aggregate amount of loans and commitments for all Incremental Loan Facilities established after the Closing Date hereunder shall not exceed Three Hundred Fifty Million Dollars ($350,000,000); NYDOCS02/1161559.5 51

EXECUTION COPY (ii) (A) no Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Incremental Loan Facility is fully drawn and funded), (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Incremental Loan Facility in clause (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the establishment of the Incremental Credit Facility and demonstrating compliance with the financial covenants hereunder after giving effect to the Incremental Credit Facility (assuming, for purposes hereof, that the Incremental Credit Facility is fully drawn and funded), and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent and the Lenders providing the commitments for the Incremental Credit Facility; (iv) lenders providing loans and commitments for such Incremental Loan Facility will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent; and (v) upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be paid. In connection with establishment of any Incremental Credit Facility, (A) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any Incremental Credit Facility without their prior written approval, (B) neither the Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, Loans, Commitments and pro rata shares after giving effect to establishment of any Incremental Credit Facility. NYDOCS02/1161559.5 52

EXECUTION COPY (e) Additional Conditions for Incremental Credit Facilities. Subject to Section 2.01(d), the Borrowers may establish Incremental Credit Facilities; provided that: (i) any such increase shall be in a minimum amount of $5 million and integral multiples of $1 million in excess thereof; (ii) any new lender providing additional commitments pursuant to this subsection must be reasonably acceptable to the Administrative Agent and, in the case of an increase in the Revolving Commitments, also to the L/C Issuers and the Swingline Lenders, as appropriate; and (iii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers will make such payments and adjustments on the subject Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment amounts and percentages. 2.02 Borrowings, Conversions and Continuations. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Fixed LIBOR Rate Loans shall be made upon a Borrower’s irrevocable notice to the Administrative Agent, which shall be submitted (x) as a Loan Notice appropriately completed and signed by a Responsible Officer of EWI or the applicable Borrower, (y) by electronic mail from the electronic mail address of a Responsible Officer of EWI designated in a certificate delivered to the Administrative Agent by EWI as being an authorized address and authorized Person to submit such notices, which electronic mail message is promptly (and in any event, within twenty-four hours) confirmed in a Loan Notice appropriately completed and signed by a Responsible Officer of EWI, or (z) by telephone promptly confirmed by delivery of a Loan Notice as provided in clause (b) hereof. Each such notice must be received by the Administrative Agent not later than (i) USD Revolving Loans. (A) 1:00 p.m. on the day of the requested Borrowing, in the case of a Borrowing of, or conversion into, USD Revolving Loans in Dollars that are Base Rate Loans or Floating LIBOR Rate Loans; and (B) 11:00 a.m. three Business Days prior to the requested date of a Borrowing of, or conversion into, USD Revolving Loans in Dollars that are Fixed LIBOR Rate Loans. (ii) Primary Currency Revolving Loans. (A) 11:00 a.m. four Business Days prior to the requested date of a Borrowing of, or conversion into, Primary Currency Revolving Loans in currencies other than Special Notice Currencies, and (B) 11:00 a.m. five Business Days prior to the requested date of a Borrowing of, or conversion into, Primary Currency Revolving Loans in Special Notice Currencies. (iii) Secondary Currency Revolving Loans. (A) 11:00 a.m. four Business Days prior to the requested date of a Borrowing of, or conversion into, NYDOCS02/1161559.5 53

EXECUTION COPY Secondary Currency Revolving Loans in currencies other than Special Notice Currencies, and (B) 11:00 a.m. five Business Days prior to the requested date of a Borrowing of, or conversion into, Secondary Currency Revolving Loans in Special Notice Currencies. (b) Each telephonic notice by a Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Except as provided in Sections 2.03(c) and 2.04(a), each Borrowing, conversion or continuation shall be a minimum principal amount of: (i) USD Revolving Loans. (A) $500,000 in the case of USD Revolving Loans that are Base Rate Loans or Floating LIBOR Rate Loans, and (B) $2 million in the case of USD Revolving Loans that are Fixed LIBOR Rate Loans. (ii) Primary Currency Revolving Loans. $1 million in the case of Primary Currency Revolving Loans. (iii) Secondary Currency Revolving Loans. $1 million in the case of Secondary Currency Revolving Loans. Each Loan Notice (whether telephonic or written) shall specify (i) the Type of Loans that is the subject of the applicable Borrower’s request, (ii) whether such request is for a Borrowing, conversion, or continuation, (iii) the requested date of such Borrowing, conversion or continuation (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed, converted or continued, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the currency of the Loans to be borrowed. If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in currencies other than Dollars, such Loans shall be continued as Fixed LIBOR Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Fixed LIBOR Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Fixed LIBOR Rate Loans in any Loan Notice, but fails to specify an Interest Period, the Interest Period will be deemed to be one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (c) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its pro rata share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by a Borrower, the Administrative Agent shall notify each Lender of the details of any NYDOCS02/1161559.5 54

EXECUTION COPY automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. (or 2 hours after delivery of the Loan Notice by the Borrower as provided above, if later), in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in currencies other than Dollars, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent by crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds; provided, however, that if, on the date of such Borrowing denominated in Dollars there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to such Borrower as provided above. (d) Except as otherwise provided herein, without the consent of the Required Lenders for the respective class of Revolving Loan Obligations, (i) a Fixed LIBOR Rate Loan may be continued or converted only on the last day of an Interest Period for such Fixed LIBOR Rate Loan and (ii) any conversion into, or continuation as, a Fixed LIBOR Rate Loan may be made only if the conditions to Credit Extensions in Section 5.02 have been satisfied. During the existence of a Default, (i) no Loan may be requested as, converted to or continued as a Fixed LIBOR Rate Loan (whether in Dollars or any other currency) and (ii) at the request of the Required Lenders, any outstanding USD Revolving Loan that is a Fixed LIBOR Rate Loan shall be converted to a Base Rate Loan on the last day of the Interest Period with respect thereto. (e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Fixed LIBOR Rate Loans upon determination of such interest rate. The determination of the Fixed LIBOR Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans or Floating LIBOR Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change, in the case of Base Rate Loans, and of the Floating LIBOR Rate established at the beginning of each month and any changes made to such rate during the month promptly on establishment or change, as appropriate. (f) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, at any time there shall not be more than (i) ten Interest Periods in effect, in the case of USD Revolving Loans, (ii) five Interest Periods in effect, in the case of Primary Currency Revolving Loans, and (iii) five Interest Periods in effect, in the case of Secondary Currency Revolving Loans. NYDOCS02/1161559.5 55

EXECUTION COPY (g) Designation of a Different Lending Office. Each Lender may make any Credit Extension to the applicable Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of such Borrower to repay the Credit Extension in accordance with the terms of this Credit Agreement. 2.03 Additional Provisions with respect to Letters of Credit. (a) Obligation to Issue or Amend. (i) The L/C Issuers shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than fifteen months after the date of issuance or last extension, unless the Required Lenders for the respective facility hereunder have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all the respective Lenders have approved such expiry date; (ii) The L/C Issuers shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the applicable L/C Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit would violate any Law or one or more policies of the applicable L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent, such Letter of Credit is to be denominated in a currency other than Dollars or Alternative Currencies, in the case of Letters of Credit issued under the USD Revolving Commitments; NYDOCS02/1161559.5 56

EXECUTION COPY (D) the applicable L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (E) any Lender is at such time a Defaulting Lender, unless Adequate Assurance shall have been provided, including arrangements to eliminate an L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(viii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iii) The L/C Issuers shall not amend any Letter of Credit if the applicable L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (iv) The L/C Issuers shall not be under any obligation to amend any Letter of Credit if: (A) the applicable L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) The L/C Issuers shall act on behalf of the Lenders with respect to any Letters of Credit issued by them and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of Credit issued by them or proposed to be issued by them and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers. (b) Procedures for Issuance and Amendment; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer. Such L/C Application must be received by the applicable L/C Issuer and the Administrative Agent not later than (A) 11:00 a.m. at least two Business Days prior to the proposed date of the issuance, extension or amendment, in the case of Letters of Credit denominated in Dollars, and (B) 11:00 a.m. at least ten Business Days prior NYDOCS02/1161559.5 57

EXECUTION COPY to the proposed date of the issuance, extension or amendment, in the case of Letters of Credit denominated in currencies other than Dollars (or, in each case, such later date and time as the applicable L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may require. Additionally, such Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may require. (ii) Promptly after receipt of any L/C Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the applicable Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from the Administrative Agent, any Lender or any Credit Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to such Lender’s Revolving Commitment Percentage thereof. (iii) If a Borrower so requests in any applicable L/C Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at NYDOCS02/1161559.5 58

EXECUTION COPY least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, such Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) the applicable L/C Issuer has determined that it would not be permitted or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing the applicable L/C Issuer not to permit such extension. (iv) If a Borrower so requests in any applicable L/C Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto- Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, such Borrower shall not be required to make a specific request to the applicable L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the applicable L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the applicable L/C Issuer not to permit such reinstatement. NYDOCS02/1161559.5 59

EXECUTION COPY (v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under any Letter of Credit, the applicable L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in a currency other than Dollars, the applicable Borrower shall reimburse the applicable L/C Issuer in the same such currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, such Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that such Borrower will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in a currency other than Dollars (each such date, an “Honor Date”), the applicable Borrower shall reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the applicable Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “L/C Unreimbursed Amount”), and the amount of such Lender’s Revolving Commitment Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Borrowing of Base Rate Loans or Fixed LIBOR Rate Loans with an Interest Period of one month, as appropriate, to be disbursed on the Honor Date in an amount equal to the L/C Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for such Loans, but subject to the amount of the unutilized portion of the Aggregate Master Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. NYDOCS02/1161559.5 60

EXECUTION COPY (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Revolving Commitment Percentage of the L/C Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each of the respective Lenders that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan or Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, to the respective Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in the applicable currency (or, if requested by the applicable L/C Issuer, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate as of the funding date). (iii) With respect to any L/C Unreimbursed Amount that is not fully refinanced by a Borrowing because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the L/C Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each respective Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Revolving Commitment Percentage of such amount shall be solely for the account of the applicable L/C Issuer. (v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuers for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against any L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section is subject to the conditions set forth in Section 5.02 (other than delivery of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrowers to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein. NYDOCS02/1161559.5 61

EXECUTION COPY (vi) If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (d) Repayment of Participations. (i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the applicable L/C Issuer any payment in respect of the related L/C Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Revolving Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the applicable L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the applicable L/C Issuer its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement. (e) Obligations Absolute. The obligation of each Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in NYDOCS02/1161559.5 62

EXECUTION COPY accordance with the terms of this Credit Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any other Credit Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that a Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by an L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by an L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any adverse change in the relevant exchange rates or in the availability of the relevant currency to the Borrowers or any Subsidiary or in the relevant currency markets generally; or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Subsidiary. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to such Borrower and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the applicable L/C Issuer. A Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid. (f) Role of the L/C Issuers in such Capacity. Each of the Lenders and the Borrowers agrees that, in paying any drawing under a Letter of Credit, the L/C Issuers shall not have any responsibility to obtain any document (other than any sight draft, NYDOCS02/1161559.5 63

EXECUTION COPY certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders for the respective credit facility hereunder, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to such Borrower’s use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Borrower’s pursuing such rights and remedies as such Borrower may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against an L/C Issuer, and the applicable L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower that such Borrower proves were caused by the applicable L/C Issuer’s willful misconduct or gross negligence or the applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason. (g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and a Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit (h) Letters of Credit Issued for Members of Consolidated Group. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, any Subsidiary, the applicable Borrower shall be obligated to reimburse the applicable L/C Issuer for any and all drawings under such Letter of Credit. Each applicable Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Subsidiary inures to the benefit of such applicable Borrower, and that such applicable Borrower’s business derives substantial benefits from the businesses of such Subsidiary. NYDOCS02/1161559.5 64

EXECUTION COPY (i) Letter of Credit Fees. The Borrowers shall pay Letter of Credit fees as set forth in Section 2.09(b). (j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 2.04 Additional Provisions with respect to Swingline Loans. (a) Borrowing Procedures. (i) USD Swingline Loans. Each USD Swingline Borrowing shall be made in Dollars upon a Borrower’s irrevocable notice to the applicable USD Swingline Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable USD Swingline Lender and the Administrative Agent of a Loan Notice. Each such notice must be received by the applicable USD Swingline Lender and the Administrative Agent not later than 4:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the applicable USD Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Promptly after receipt by the applicable USD Swingline Lender of any telephonic Loan Notice, such USD Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, such USD Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable USD Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 4:00 p.m. on the date of the proposed USD Swingline Borrowing (A) directing such USD Swingline Lender not to make such USD Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, such USD Swingline Lender will, not later than 5:00 p.m. on the borrowing date specified in such Loan Notice, make the amount of its USD Swingline Loan available to the applicable Borrower at its office by crediting the account of such Borrower on the books of such USD Swingline Lender in immediately available funds. (ii) Primary Currency Swingline Loans. Each Primary Currency Swingline Borrowing shall be made upon a Borrower’s irrevocable written notice to the applicable Primary Currency Swingline Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Primary Currency Swingline Lender and the Administrative Agent of a Loan Notice. Each such notice must be received by the applicable Primary Currency NYDOCS02/1161559.5 65

EXECUTION COPY Swingline Lender and the Administrative Agent not later than 2:30 p.m. (London time) on the requested borrowing date, and shall specify (i) the Alternative Currency and amount to be borrowed, which shall be a minimum of $100,000 or equivalent thereof, as appropriate, and integral multiples in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day and a London Banking Day. Each such facsimile notice must be confirmed promptly by delivery of the executed notice to the applicable Primary Currency Swingline Lender. Unless the applicable Primary Currency Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time) on the date of the proposed Primary Currency Swingline Borrowing (A) directing such Primary Currency Swingline Lender not to make such Primary Currency Swingline Loan as a result of the limitations set forth in this Article II, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, such Primary Currency Swingline Lender will, not later than 3:30 p.m. (London time) on the borrowing date specified in such Loan Notice, make the amount of its Primary Currency Swingline Loan available to the applicable Borrower at its office by crediting the account of such Borrower on the books of such Primary Currency Swingline Lender (or otherwise transfer amounts per the Borrower’s payment instructions) in Same Day Funds. (b) Refinancing. (i) USD Swingline Loans. (A) Each USD Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrowers (which hereby irrevocably authorizes the applicable USD Swingline Lender to so request on its behalf), that each USD Lender make a USD Revolving Loan that is a Base Rate Loan or a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in an amount equal to such Lender’s pro rata share of USD Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the unutilized portion of the Aggregate USD Revolving Commitments and the conditions set forth in Section 5.02. The applicable USD Swingline Lender shall furnish the applicable Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each USD Lender shall make an amount equal to its pro rata share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the applicable USD Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(i)(B), each USD Lender that so makes funds available shall be deemed to have made a USD Revolving Loan that is a Base Rate Loan or NYDOCS02/1161559.5 66

EXECUTION COPY a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in such amount. The Administrative Agent shall remit the funds so received to the applicable USD Swingline Lender. (B) If for any reason any USD Swingline Loan cannot be refinanced by such a Borrowing of USD Revolving Loans in accordance with Section 2.04(b)(i)(A), the request for USD Revolving Loans submitted by the applicable USD Swingline Lender as set forth herein shall be deemed to be a request by such USD Swingline Lender that each of the USD Lenders fund its risk participation in the relevant USD Swingline Loan and each USD Lender’s payment to the Administrative Agent for the account of such USD Swingline Lender pursuant to Section 2.04(c)(i)(A)shall be deemed payment in respect of such participation. (C) If any USD Lender fails to make available to the Administrative Agent for the account of the applicable USD Swingline Lender any amount required to be paid by such USD Lender pursuant to the foregoing provisions of this Section 2.04(b)(i) by the time specified in Section 2.04(b)(i)(A), such USD Swingline Lender shall be entitled to recover from such USD Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such USD Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such USD Swingline Lender in connection with the foregoing. If such USD Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s USD Revolving Loan included in the relevant Borrowing or funded participation in the relevant USD Swingline Loan, as the case may be. A certificate of the applicable USD Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (C) shall be conclusive absent manifest error. (D) Each USD Lender’s obligation to make USD Revolving Loans or to purchase and fund risk participations in USD Swingline Loans pursuant to this Section 2.04(b)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the applicable USD Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) non-compliance with the conditions set forth in Section 5.02, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided however, that each USD Lender’s obligation to make Loans pursuant to this Section 2.04(b)(i) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the NYDOCS02/1161559.5 67

EXECUTION COPY obligation of the Borrowers to repay USD Swingline Loans, together with interest as provided herein. (ii) Primary Currency Swingline Loans. (A) Each Primary Currency Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrowers (which hereby irrevocably authorizes the applicable Primary Currency Swingline Lender to so request on its behalf), that each Primary Currency Lender make a Primary Currency Revolving Loan in the applicable currency that is a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in an amount equal to such Lender’s pro rata share of Primary Currency Swingline Loans made by such Primary Currency Swingline Lender then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein, but subject to the notice requirements, the unutilized portion of the Aggregate Primary Currency Revolving Commitments and the conditions set forth in Section 5.02. The applicable Primary Currency Swingline Lender shall furnish the applicable Borrowers with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Primary Currency Lender shall make an amount equal to its pro rata share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the applicable Primary Currency Swingline Lender at (i) the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, or (ii) the Administrative Agent’s office for the applicable currency not later than the Applicable Time specified by the Administrative Agent, as applicable, whereupon, subject to Section 2.04(c)(ii)(B), each Primary Currency Lender that so makes funds available shall be deemed to have made a Primary Currency Revolving Loan that is a Fixed LIBOR Rate Loan with an Interest Period of one month, as appropriate, in such amount. The Administrative Agent shall remit the funds so received to the applicable Primary Currency Swingline Lender. (B) If for any reason any Primary Currency Swingline Loan cannot be refinanced by such a Borrowing of Primary Currency Revolving Loans in accordance with Section 2.04(b)(ii)(A), the request for Primary Currency Revolving Loans submitted by the applicable Primary Currency Swingline Lender as set forth herein shall be deemed to be a request by such Primary Currency Swingline Lender that each of the Primary Currency Lenders fund its risk participation in the relevant Primary Currency Swingline Loan and each Primary Currency Lender’s payment to the Administrative Agent for the account of such Primary Currency NYDOCS02/1161559.5 68

EXECUTION COPY Swingline Lender pursuant to Section 2.04(c)(ii)(A)shall be deemed payment in respect of such participation. (C) If any Primary Currency Lender fails to make available to the Administrative Agent for the account of the applicable Primary Currency Swingline Lender any amount required to be paid by such Primary Currency Lender pursuant to the foregoing provisions of this Section 2.04(b)(ii) by the time specified in Section 2.04(b)(ii)(A), such Primary Currency Swingline Lender shall be entitled to recover from such Primary Currency Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Primary Currency Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Primary Currency Swingline Lender in connection with the foregoing. If such Primary Currency Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Primary Currency Revolving Loan included in the relevant Borrowing or funded participation in the relevant Primary Currency Swingline Loan, as the case may be. A certificate of the applicable Primary Currency Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (C) shall be conclusive absent manifest error. (D) Each Primary Currency Lender’s obligation to make Primary Currency Revolving Loans or to purchase and fund risk participations in Primary Currency Swingline Loans pursuant to this Section 2.04(b)(ii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the applicable Primary Currency Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) non-compliance with the conditions set forth in Section 5.02, or (D) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided however, that each Primary Currency Lender’s obligation to make Loans pursuant to this Section 2.04(b)(ii) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Primary Currency Swingline Loans, together with interest as provided herein. (c) Repayment of Participations. (i) USD Swingline Loans. NYDOCS02/1161559.5 69

EXECUTION COPY (A) At any time after any USD Lender has purchased and funded a risk participation in a USD Swingline Loan, if the applicable USD Swingline Lender receives any payment on account of such USD Swingline Loan, such USD Swingline Lender will distribute to such Lender its pro rata share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such USD Swingline Lender. (B) If any payment received by the applicable USD Swingline Lender in respect of principal or interest on any USD Swingline Loan is required to be returned by such USD Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such USD Swingline Lender in its discretion), each USD Lender shall pay to such USD Swingline Lender its pro rata share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Overnight Rate. The Administrative Agent will make such demand upon the request of the applicable USD Swingline Lender. The obligations of the USD Lenders under this clause shall survive the payment in full of the USD Revolving Loan Obligations and the termination of this Credit Agreement. (ii) Primary Currency Swingline Loans. (A) At any time after any Primary Currency Lender has purchased and funded a risk participation in a Primary Currency Swingline Loan, if the applicable Primary Currency Swingline Lender receives any payment on account of such Primary Currency Swingline Loan, such Primary Currency Swingline Lender will distribute to such Lender its pro rata share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Primary Currency Swingline Lender. (B) If any payment received by the applicable Primary Currency Swingline Lender in respect of principal or interest on any Primary Currency Swingline Loan is required to be returned by such Primary Currency Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such Primary Currency Swingline Lender in its discretion), each Primary Currency Lender shall pay to such Primary Currency Swingline Lender its pro rata share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Overnight Rate. The Administrative Agent will make such demand upon the request of the applicable Primary Currency Swingline Lender. The obligations of the NYDOCS02/1161559.5 70

EXECUTION COPY Primary Currency Lenders under this clause shall survive the payment in full of the Primary Currency Revolving Loan Obligations and the termination of this Credit Agreement. (d) Interest for Account of Swingline Lender. The applicable Swingline Lender shall be responsible for invoicing the Borrowers for interest on the Swingline Loans. Until each Lender funds its Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Revolving Commitment Percentage of any Swingline Loan, interest in respect thereof shall be solely for the account of the applicable Swingline Lender. (e) Payments Directly to Swingline Lender. The Borrowers shall make all payments of principal and interest in respect of the Swingline Loans directly to the applicable Swingline Lender. 2.05 Repayment of Loans. (a) Revolving Loans. The Outstanding Amount of Revolving Loans shall be repaid in full on the Termination Date. (b) USD Swingline Loans. The Outstanding Amount of USD Swingline Loans shall be repaid in full on the earlier to occur of (i) the date of demand by the applicable USD Swingline Lender, and (ii) the Termination Date. (c) Primary Currency Swingline Loans. The Outstanding Amount of Primary Currency Swingline Loans shall be repaid in full on the earlier to occur of (i) the date of demand by the applicable Primary Currency Swingline Lender, and (ii) the Termination Date. 2.06 Prepayments (a) Voluntary Prepayments. The Loans may be repaid in whole or in part without premium or penalty (except, in the case of Loans other than Base Rate Loans and Floating Rate LIBOR Loans, amounts payable pursuant to Section 3.05); provided that: (i) in the case of Loans other than Swingline Loans, (A) notice thereof must be received by 11:00 a.m. by the Administrative Agent at least three Business Days prior to the date of prepayment, in the case of Fixed LIBOR Rate Loans denominated in Dollars, (B) four Business Days (or five in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment, in the case of Fixed LIBOR Rate Loans denominated in currencies other than Dollars, and (C) on the date of prepayment, in the case of Base Rate Loans and Floating LIBOR Rate Loans, and in each case, any such prepayment shall be a minimum principal amount of $5 million and integral multiples of $1 million in excess thereof, in the case of Fixed LIBOR Rate Loans and $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans or Floating LIBOR Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; NYDOCS02/1161559.5 71

EXECUTION COPY (ii) in the case of USD Swingline Loans, (A) notice thereof must be received by the applicable USD Swingline Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to such USD Swingline Lender); and (iii) in the case of Primary Currency Swingline Loans, (A) notice thereof must be received by the applicable Primary Currency Swingline Lender by 10:00 a.m. (London time) on the date of prepayment, and (B) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or lesser amount that may be acceptable to such Primary Currency Swingline Lender). Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Type(s) of Loans that are being prepaid and, if Fixed LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Prepayments of Fixed LIBOR Rate Loans hereunder shall be accompanied by accrued interest on the amount prepaid and breakage or other amounts due, if any, under Section 3.05. (b) Mandatory Prepayments. (i) Master Revolving Commitments. If at any time (A) the Outstanding Amount of USD Revolving Loan Obligations shall exceed the Aggregate USD Revolving Committed Amount, (B) the Outstanding Amount of Primary Currency Revolving Loan Obligations shall exceed the Aggregate Primary Currency Revolving Committed Amount, (C) the Outstanding Amount of Secondary Currency Revolving Loan Obligations shall exceed the Aggregate Secondary Currency Revolving Committed Amount, (D) the Outstanding Amount of Master Revolving Loan Obligations shall exceed the Aggregate Master Revolving Committed Amount, (E) the aggregate principal amount of Master Revolving Loan Obligations owing by any Designated Borrower shall exceed its respective Designated Borrowing Limit, (F) the Outstanding Amount of L/C Obligations shall exceed the L/C Sublimit, (G) the Outstanding Amount of USD Swingline Loans shall exceed the USD Swingline Sublimit or (H) the Outstanding Amount of Primary Currency Swingline Loans shall exceed the Primary Currency Swingline Sublimit, then the applicable Borrowers shall make an immediate prepayment on or in respect of the respective Revolving Loan Obligations in an amount equal to the difference; provided, however, that, except with respect to clause (F), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans in respect thereof have been paid in full. NYDOCS02/1161559.5 72

EXECUTION COPY (c) Application. Within each Loan, prepayments will be applied first to Base Rate Loans and Floating LIBOR Rate Loans, then to Fixed LIBOR Rate Loans in direct order of Interest Period maturities. In addition: (i) Voluntary Prepayments. Voluntary prepayments shall be applied as specified by the Borrowers. Voluntary prepayments on the Revolving Loan Obligations will be paid by the Administrative Agent to the Lenders ratably in accordance with their respective interests therein. (ii) Mandatory Prepayments. Mandatory prepayments on the Revolving Loan Obligations will be paid by the Administrative Agent to the Lenders ratably in accordance with their respective interests therein; provided that mandatory prepayments in respect of the Revolving Commitments under subsection (b)(i)(A) above shall be applied to the respective Revolving Loan Obligations as appropriate. 2.07 Voluntary Termination or Reduction of Commitments. The Revolving Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrowers to the Administrative Agent; provided that (i) any such notice thereof must be received by 11:00 a.m. at least five Business Days prior to the date of reduction or termination and any such prepayment shall be in a minimum principal amount of $5 million and integral multiples of $1 million in excess thereof; (ii) the Revolving Commitments may not be reduced to an amount less than the Revolving Loan Obligations then outstanding thereunder, and (iii) if, after giving effect to any reduction of the Aggregate Master Revolving Commitments, the L/C Sublimit, the Designated Borrower Limit or the Swingline Sublimit exceeds the amount of the Aggregate Master Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will give prompt notice to the Lenders of any such reduction. Any reduction of the Aggregate Master Revolving Commitments shall be applied ratably to the Revolving Commitments of the respective Lenders, as appropriate. All commitment or other fees accrued with respect thereto through the effective date of any termination of the Aggregate Master Revolving Commitments shall be paid on the effective date of such termination. 2.08 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Fixed LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Fixed LIBOR Rate for such Interest Period plus the Applicable Percentage; (ii) each Floating Rate LIBOR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Floating LIBOR Rate plus the Applicable Percentage, (iii) each Loan that is a Base Rate Loan (including USD Swingline Loans) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Percentage; and (iv) each Primary Currency Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Overnight Rate plus the Applicable Percentage for Fixed LIBOR Rate Loans. NYDOCS02/1161559.5 73

EXECUTION COPY (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. (ii) If any amount (other than principal of any Loan) payable under any Credit Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. (iii) Upon the occurrence and during the continuation of an Event of Default under Section 9.01(f), the principal amount of all outstanding Obligations hereunder shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. (iv) Upon the occurrence and during the continuation of an Event of Default other than an Event of Default under Section 9.01(f), then upon the request of the Required Lenders, the principal amount of all outstanding Obligations hereunder shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable law. (v) Accrued and unpaid interest on past due amounts (including interest on past due amounts) shall be due and payable upon demand. (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 2.09 Fees. (a) Facility Fees. (i) Master Revolving Commitment. The Domestic Borrowers shall pay to the Administrative Agent for the account of each Lender its USD Revolving Commitment Percentage of a facility fee, in Dollars, equal to the Applicable Percentage of the actual daily amount of the Aggregate Master Revolving Committed Amount. (ii) Payments. The foregoing facility fees shall accrue at all times during the Commitment Period, including at any time during which one or more of the conditions in Article V is not met, and (A) shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, NYDOCS02/1161559.5 74

EXECUTION COPY September and December, commencing with the first such date to occur after the Closing Date, on the Termination Date (and, if applicable, thereafter on demand) and (B) shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. (b) Letter of Credit Fees. (i) Letter of Credit Fees. The applicable Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its respective Revolving Commitment Percentage, in Dollars, a Letter of Credit fee for each Letter of Credit equal to the Applicable Percentage multiplied by the Dollar Equivalent of the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) (the “Letter of Credit Fee”). The Letter of Credit Fees with respect to Letters of Credit shall be computed on a quarterly basis in arrears, and shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Percentage during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required USD Lenders, while any Event of Default exists, all such Letter of Credit Fees shall accrue at the Default Rate. (ii) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The applicable Borrowers shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit, at the rate and at the times specified in the Fee Letter multiplied by the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, the L/C Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the applicable Borrowers shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (c) Other Fees. NYDOCS02/1161559.5 75

EXECUTION COPY (i) The applicable Borrowers shall pay to the applicable Arrangers and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the applicable Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. (ii) The applicable Borrowers shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Fixed LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in currencies other than Dollars as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 2.11 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in currencies other than Dollars, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in a currency other than Dollars shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such other currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. If, for any reason, a Borrower is prohibited by any Law from making any required payment hereunder in the applicable currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent thereof. The Administrative Agent will promptly distribute to each Lender its pro rata share of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., NYDOCS02/1161559.5 76

EXECUTION COPY in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in currencies other than Dollars, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to the definition of “Interest Period”, if any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Fixed LIBOR Rate Loans (or, in the case of any Borrowing of Base Rate Loans or Floating LIBOR Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans or Floating LIBOR Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fee customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or any L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on NYDOCS02/1161559.5 77

EXECUTION COPY demand the amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to a Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (d) Obligation of the Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c). (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 2.12 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and NYDOCS02/1161559.5 78

EXECUTION COPY (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by a Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than to a Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. 2.13 Evidence of Debt (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, each applicable Borrower shall execute and deliver to the Administrative Agent a Note for such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 2.14 Designated Borrowers (a) Effective as of the date hereof, each Borrower set forth on Schedule 2.14 shall be a “Designated Borrower” hereunder and may receive Revolving Loan Obligations for its account on the terms and conditions set forth in this Credit Agreement. NYDOCS02/1161559.5 79

EXECUTION COPY (b) The Borrowers may at any time, upon not less than 15 Business Days’ notice from EWI to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Loan Obligations hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit 2.14-1 (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein, (i) in the case of any Applicant Borrower that is a Foreign Subsidiary, the Administrative Agent shall have received the written consent of the Lenders to such Foreign Subsidiary being made Designated Borrower and (ii) the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent and the Required USD Lenders, the Required Primary Currency Lenders or the Required Secondary Currency Lenders, as applicable, in their sole discretion, Notes signed by such new Borrowers to the extent any Lenders so require and, in the case of an Applicant Borrower not organized under the laws of the United States or any State thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification. If the Administrative Agent and the Required USD Lenders, the Required Primary Currency Lenders or the Required Secondary Currency Lenders, as applicable, agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit 2.14-2 (a “Designated Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Revolving Loan Obligations hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Credit Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. (c) The Obligations of each Borrower shall be several, and not joint, in nature. (d) Each Subsidiary that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints EWI as its agent for all purposes relevant to this Credit Agreement and each of the other Credit Documents, including (1) the giving and receipt of notices, (2) except for amendments, waivers and consents covered by Section 11.01, the execution and delivery of all documents, instruments and certificates contemplated herein, and (3) the receipt of the proceeds of any Loans made by the Lenders, to any such Designated Borrower hereunder. Except for amendments, waivers and consents covered by Section 11.01, any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or NYDOCS02/1161559.5 80

EXECUTION COPY taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the respective party set forth in clauses (i) and (ii) above, whether or not any such other Borrower joins therein. Any such notice, demand, consent, acknowledgement, direction, certification or other communication delivered to such agent, as applicable, for the Designated Borrower in accordance with the terms of this Credit Agreement shall be deemed to have been delivered to each Designated Borrower. (e) The Borrowers may from time to time, upon not less than 15 Business Days’ notice from the Borrowers to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Borrower’s status. 2.15 [Reserved] 2.16 Cash Collateral. (a) Certain Credit Support Events. Upon the request of the Administrative Agent or an L/C Issuer (i) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant to Section 9.02(c) or otherwise, or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the L/C Sublimit then in effect, then, within two Business Days after receipt of such notice, the applicable Borrowers shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the L/C Sublimit. The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, an L/C Issuer or a Swingline Lender, the applicable Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.17(a)(viii) and any Cash Collateral provided by the Defaulting Lender). (b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing NYDOCS02/1161559.5 81

EXECUTION COPY deposit accounts at Bank of America. Each Borrower providing such Cash Collateral, and to the extent provided by any Lender, such Lender, hereby grants to (and subject to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuers and the applicable Lenders (including the applicable Swingline Lenders), and agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the applicable Borrowers or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Application. Notwithstanding anything to the contrary contained in this Credit Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.06 or 9.02 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.16 shall be applied in accordance with Section 9.03), and (y) the Person providing Cash Collateral and the applicable L/C Issuer or Swingline Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 2.17 Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) Waivers and Amendments. Such Defaulting Lender shall not be entitled to vote, or participate in amendments, waivers or consents hereunder or in NYDOCS02/1161559.5 82

EXECUTION COPY respect of the other Credit Documents, except as expressly provided in the definition of “Required Lenders” and Section 11.01; (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lenders hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Lender or otherwise as may be required under the Credit Documents in connection with any Lien conferred hereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the USD Revolving Commitments and/or Primary Currency Revolving Commitments hereunder, as applicable, without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by NYDOCS02/1161559.5 83

EXECUTION COPY a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;. (iii) (A) Each Defaulting Lender shall be entitled to receive the fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Loans funded by it (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16. (C) With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders with the applicable Revolving Commitments in accordance with their respective pro rata share (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause any Non- Defaulting Lender’s share of the Outstanding Amount of Revolving Loan Obligations to exceed its Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non- Defaulting Lender’s increased exposure following such reallocation. (v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be NYDOCS02/1161559.5 84

EXECUTION COPY effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14. (vi) Replacement. The Defaulting Lender may be replaced and its interests assigned as provided in Section 11.13. (vii) Termination of Commitments. So long as no Event of Default shall exist immediately before or immediately after giving effect thereto, the Borrowers may, with the consent of the Administrative Agent, in its discretion, elect to terminate the commitments of the Defaulting Lender, and repay its share of outstanding Revolving Loan Obligations (and reallocate its participation interests in L/C Obligations and Swingline Loans), on a non-pro rata basis. (b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, Swingline Lenders and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Revolving Commitment Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided; further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative NYDOCS02/1161559.5 85

EXECUTION COPY Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Credit Party, then the Administrative Agent or such Credit Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Credit Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Credit Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Credit Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Credit Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (b) Payment of Other Taxes by the Credit Parties. Without limiting the provisions of subsection (a) above, the Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) Tax Indemnification. (i) Each of the Credit Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof NYDOCS02/1161559.5 86

EXECUTION COPY within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify and shall make payment in respect thereof within thirty (30) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (B) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Credit Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Evidence of Payments. Upon request by the Borrowers or the Administrative Agent, as the case may be, after any payment of Taxes by any Credit Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrowers shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrowers, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence NYDOCS02/1161559.5 87

EXECUTION COPY of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be. (e) Status of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN- E establishing an exemption from, or reduction of, U.S. federal NYDOCS02/1161559.5 88

EXECUTION COPY withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form -8BEN or W-8BEN-E,; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form -8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-2 or Exhibit 3.01-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.; and (D) if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if NYDOCS02/1161559.5 89

EXECUTION COPY such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement. (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) Each Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Credit Documents, with respect to such jurisdiction. (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Credit Party, upon the request of the Recipient, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges NYDOCS02/1161559.5 90

EXECUTION COPY imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Credit Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after- Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person. (g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations. 3.02 Illegality and Designated Lenders. (a) Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Fixed LIBOR Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Fixed LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Fixed LIBOR Rate Loans in the affected currency or currencies or, in the case of Fixed LIBOR Rate Loans in Dollars, to convert Base Rate Loans to Fixed LIBOR Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Fixed LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Fixed LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Fixed LIBOR Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Fixed LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Fixed LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Fixed LIBOR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates NYDOCS02/1161559.5 91

EXECUTION COPY based upon the Fixed LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Fixed LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Fixed LIBOR Rate. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. (b) Designated Lenders and Illegality. Each Lender at its option may make any Credit Extension to any Borrower by causing any domestic or foreign branch or Affiliate of such Lender (each a “Designated Lender”) to make such Credit Extension (and in the case of an Affiliate, the provisions of Sections 3.01 through 3.05 and 11.04 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Credit Extension in accordance with the terms of this Credit Agreement; provided, however, if any Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Designated Lender to perform its obligations hereunder or to issue, make, maintain, fund or charge interest with respect to any Credit Extension to any Designated Borrower who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia then, on notice thereof by such Lender to EWI through the Administrative Agent, and until such notice by such Lender is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension shall be suspended. Upon receipt of such notice, the Credit Parties shall, take all reasonable actions requested by such Lender to mitigate or avoid such illegality. 3.03 Inability to Determine Rates. (a) If in connection with any request for a Fixed LIBOR Rate Loan or a conversion to or continuation thereof (i) the Administrative Agent determines that (A) deposits in the applicable currency are not being offered to banks in the applicable offshore interbank market for the applicable currency, the applicable amount or the applicable Interest Period for such Fixed LIBOR Rate Loan, (B) adequate and reasonable means do not exist for determining the Fixed LIBOR Base Rate for any requested Interest Period with respect to a proposed Fixed LIBOR Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Fixed LIBOR Rate for the applicable currency for any requested Interest Period with respect to a proposed Fixed LIBOR Rate Loan, or in connection with an existing or proposed Base Rate Loan which is based on the Fixed LIBOR Rate, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the affected Borrowers and Lenders. Thereafter, (x) the obligation of the Lenders to make or maintain such Fixed LIBOR Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Fixed LIBOR Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the Fixed LIBOR Rate NYDOCS02/1161559.5 92

EXECUTION COPY component of the Base Rate, the utilization of the Fixed LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Fixed LIBOR Rate Loans in the affected currency or currencies in respect thereof or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans or unaffected Fixed LIBOR Rate Loans, as appropriate, in the amount specified therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof. (c) Notwithstanding anything to the contrary in this Credit Agreement or any other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to EWI) that the Borrowers or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, NYDOCS02/1161559.5 93

EXECUTION COPY then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and EWI may amend this Credit Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and EWI unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment and specifying the specific provisions to which they object. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify EWI and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, (to the extent of the affected LIBOR Rate Loans or Interest Periods), and (y) the Fixed LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Credit Agreement. As used above: “LIBOR” means the London interbank offered rate. “LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with EWI). NYDOCS02/1161559.5 94

EXECUTION COPY 3.04 Increased Cost; Capital Adequacy. (a) Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Fixed LIBOR Rate) or the L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Fixed LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan, the interest on which is determined by reference to the Fixed LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or L/C Issuer, the Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Credit Agreement, the Revolving Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time NYDOCS02/1161559.5 95

EXECUTION COPY upon request of such Lender or L/C Issuer, the applicable Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth in reasonable detail (i) a description of the Change in Law, (ii) the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and (iii) the calculation of such amount or amounts and delivered to the Borrowers shall be conclusive absent manifest error. Each Lender and L/C Issuer will calculate such amount or amounts in good faith and in a commercially reasonable manner. The Borrowers shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) Reserves on Fixed LIBOR Rate Loans. The Borrowers shall pay, or cause to be paid, to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Revolving Commitments or the funding of the Fixed LIBOR Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice. 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate, or cause to be compensated, such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: NYDOCS02/1161559.5 96

EXECUTION COPY (a) any continuation, conversion, payment or prepayment of any Fixed LIBOR Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Fixed LIBOR Rate Loan on the date or in the amount notified by such Borrower; (c) any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or (d) any assignment of a Fixed LIBOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 11.13; including any foreign exchange losses and any loss or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrowers shall also pay, or cause to be paid, any customary administrative fees charged by such Lender in connection with the foregoing. Any demand for compensation shall set forth in reasonable detail the amount and calculation of the loss, cost or expenses claimed. Each Lender will calculate such amounts in good faith and in a commercially reasonable manner. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Fixed LIBOR Rate Loan made by it at the Fixed LIBOR Rate used in determining the Fixed LIBOR Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Fixed LIBOR Rate Loan was in fact so funded. 3.06 Mitigation Obligations; Replacement of Lenders (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender (including any L/C Issuer) or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender (including any L/C Issuer) gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay, or cause to be paid, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. NYDOCS02/1161559.5 97

EXECUTION COPY (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13. 3.07 Survival Losses. All of the Borrowers’ obligations under this Article III shall survive termination of the commitments hereunder and repayment of the Revolving Loan Obligations. ARTICLE IV GUARANTY 4.01 The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, Swap Contracts, Treasury Management Agreements or other documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor (in its capacity as such) under this Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable Law and (ii) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor. 4.02 Obligations Unconditional. (a) The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or other documents relating to the Obligations, or any substitution, compromise, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent NYDOCS02/1161559.5 98

EXECUTION COPY permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or terminated. (b) Without limiting the generality of the foregoing subsection, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of any of the Credit Documents, or other documents relating to the Obligations or any other agreement or instrument referred to therein shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents or any other documents relating to the Obligations or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent or any holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Credit Documents and other documents relating to the Obligations, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents NYDOCS02/1161559.5 99

EXECUTION COPY or any other documents relating to the Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations. 4.03 Reinstatement. Neither the Guarantors’ obligations hereunder nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrowers, by reason of any Borrower’s bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Obligations. In addition, the obligations of each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each holder of the Obligations on demand for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law. 4.04 Certain Waivers. Each Guarantor acknowledges and agrees that (a) the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any collateral securing the Obligations or otherwise, and (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, and (c) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that it shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06. 4.05 Remedies. The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such NYDOCS02/1161559.5 100

EXECUTION COPY declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01. 4.06 Rights of Contribution. The Guarantors hereby agree as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each other Guarantor in accordance with applicable Law. Such contribution rights shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto shall have expired or been terminated, and none of the Guarantors shall exercise any such contribution rights until the Obligations have been irrevocably paid in full and the commitments relating thereto shall have expired or been terminated. 4.07 Guaranty of Payment; Continuing Guaranty. The guarantee given by the Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. 4.08 Keepwell. Subject to the limitations set forth in Section 1.10, each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a security interest under the Credit Documents, in either case, by any Specified Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under the Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4.08, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Guaranteed Obligations have been paid in full and the commitments relating thereto have expired or terminated. Subject to the limitations set forth in Section 1.10, each Credit Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act. For the avoidance of doubt, no Foreign Credit Party shall have any obligation under this Section 4.08 to provide funds or other support to any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary and this Section 4.08 shall not constitute a “keepwell, support, or other agreement” by any Foreign Credit Party for the benefit of any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary. 4.09 Release of Subsidiary Guarantors. Each of the Guarantors other than EWI shall be released from its obligations under this Article IV upon the request of EWI, subject to (and certification by EWI that each of the following conditions has been satisfied): (a) After giving effect to such release, the Credit Parties shall be in pro forma compliance with the terms of this Credit Agreement, including without limitation Section 8.03; NYDOCS02/1161559.5 101

EXECUTION COPY (b) EWI shall have issued at least $300 million in unsecured and unguaranteed public senior notes; and (c) The public senior notes referred to in clause (b) above shall have obtained debt ratings, or EWI shall have obtained corporate credit ratings (after giving effect to such release), from at least two of S&P, Moody’s and Fitch, in each case not lower than BBB- by S&P, Baa3 by Moody’s and BBB- by Fitch. ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 5.01 Conditions of Effectiveness. This Credit Agreement shall be effective upon satisfaction of the following conditions precedent in each case in manner satisfactory to the Administrative Agent and each Lender: (a) Credit Documents. Receipt by the Administrative Agent of executed counterparts of this Credit Agreement and the other Credit Documents, in each case, duly executed by the appropriate parties hereto and thereto. (b) Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Credit Parties, in form, scope and substance reasonably satisfactory to the Administrative Agent and the Lenders, and including, among other things, due authorization, execution, delivery of the Credit Documents, and the enforceability thereof. (c) Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following: (i) copies of the Organization Documents of each 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 organization or formation, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction of organization or formation. NYDOCS02/1161559.5 102

EXECUTION COPY (d) Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of EWI as of the Closing Date certifying that the conditions specified in subsections (a) and (b) of Section 5.02 have been satisfied as of the Closing Date. (e) KYC Information. (i) Upon the reasonable request of any Lender made at least five days prior to the Closing Date, EWI shall have provided or cause to be provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Closing Date. (ii) At least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. (f) Fees. Payment of all fees and expenses required to be paid on or before the Closing Date, including the reasonable and documented fees and expenses of counsel for the Administrative Agent and the Arrangers. As used herein, “documented” means such documentation as may be customary, reasonable and appropriate in light of the circumstances, but which, for purposes of closing, may include a summary statement with estimates of fees and expenses through a reasonable post-closing period. (g) Existing Credit Agreement. Termination of the commitments, and payment of all amounts outstanding under the Existing Credit Agreement. Each of the Lenders that is a party to the Existing Credit Agreement hereby waives (i) the requirement of prior notice of the prepayment of all amounts outstanding under such Existing Credit Agreement and termination of the commitments under such Existing Credit Agreement and (ii) any right to reimbursement for breakage and redeployment costs in connection with the prepayment of amounts outstanding under such Existing Credit Agreement. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 5.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of each Credit Party contained in Article VI (other than the representations and warranties set forth in Sections 6.06 and 6.07(b)), shall be true and correct in all material respects (other than any representation or NYDOCS02/1161559.5 103

EXECUTION COPY warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (b) No Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis. (c) The Administrative Agent, L/C Issuer and/or Swingline Lenders shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to other Types of Loans, or a continuation of Fixed LIBOR Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. ARTICLE VI REPRESENTATIONS AND WARRANTIES Except with respect to (a) the representations and warranties in Sections 6.05 and 6.06 (which are made only by EWI) and (b) the representations and warranties in Section 6.12 (which are made only by the Foreign Obligors that are a party to this Credit Agreement), each of the Credit Parties that is a party to this Credit Agreement represents and warrants to the Administrative Agent and the Lenders that: 6.01 Existence, Qualification and Power. Such Credit Party (a) is duly organized or formed and validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under the Credit Documents to which it is a party and (c) is duly qualified and is licensed and (where applicable) in good standing under the Laws of each jurisdiction NYDOCS02/1161559.5 104

EXECUTION COPY where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, in each case (other than (A) with respect to clause (a), as to the valid existence of the Borrowers and (B) with respect to clause (b)), except where, individually or in the aggregate, the failure to be so organized or formed, validly existing or in good standing, or to have such power and authority, license, authorization, consent or approval, or to be so qualified, would not reasonably be expected to have a Material Adverse Effect. 6.02 Authorization; No Contravention. The execution, delivery and performance by such Credit Party of each Credit Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except with respect to clauses (b) or (c), to the extent, individually or in the aggregate, that such contravention, violation, conflict, breach or creation of any Lien or requirement for payment would not reasonably be expected to result in a Material Adverse Effect. 6.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Credit Party of this Credit Agreement or any other Credit Document to which such Credit Party is a party (other than as have already been obtained and are in full force and effect). 6.04 Binding Effect. This Credit Agreement has been, and each other Credit Document to which such Credit Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Credit Party. This Credit Agreement constitutes, and each other Credit Document to which such Person is party when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws and subject to equitable principles. 6.05 Financial Statements. (a) The audited consolidated balance sheet of the Consolidated Group for the most recent fiscal year ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. NYDOCS02/1161559.5 105

EXECUTION COPY (b) The unaudited consolidated balance sheet of the Consolidated Group for the most recent fiscal quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 6.06 No Material Adverse Effect. Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. 6.07 Litigation. There are no actions, suits, investigations, criminal prosecutions, civil investigative demands, imposition of criminal or civil fines or penalties, proceedings, claims or disputes pending or, to the knowledge of such Credit Party after due and diligent investigation or threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against such Credit Party, any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Credit Agreement or any other Credit Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. 6.08 Subsidiaries. As of the Closing Date, such Credit Party has no Subsidiaries other than those specifically disclosed on Schedule 6.08. 6.09 Margin Regulations; Investment Company Act. (a) Such Credit Party is not engaged and will not engage, principally or as one of their important activities, in the business of purchasing or carrying “margin stock” (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. (b) Neither such Credit Party, any Person Controlling such Credit Party, nor any of its Subsidiaries are or are required to be registered as an “investment company” under the Investment Company Act of 1940. 6.10 Disclosure. (a) The reports, financial statements, certificates and other written information furnished by or on behalf of such Credit Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Credit Agreement or delivered hereunder or under any other Credit Document (in each case, as modified or supplemented by other information so furnished), taken as a whole, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not misleading; provided that, (a) with respect to projected or pro forma financial information, such Credit Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and delivery (it being understood that such projected information may vary from actual results and that such NYDOCS02/1161559.5 106

EXECUTION COPY variances may be material) and (b) with respect to general industry information, the foregoing representation is only to the best of such Credit Party’s knowledge. (b) As of the Closing Date, the information included on any Beneficial Ownership Certification with respect to such Credit Party is true and correct in all respects. 6.11 Intellectual Property; Licenses, Etc. Such Credit Party and each of its Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except where the failure to own or possess such right or the conflict with the rights of others, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the best knowledge of such Credit Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by such Credit Party and its Subsidiaries infringes upon any rights held by any other Person, except where such infringement, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of such Credit Party, threatened, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 6.12 Representations as to Foreign Obligors. Each of the Foreign Credit Parties and Foreign Obligors represents and warrants to the Administrative Agent and the Lenders that: (a) Such Foreign Obligor is subject to civil and commercial Laws with respect to its obligations under this Credit Agreement and the other Credit Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents. (b) The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any NYDOCS02/1161559.5 107

EXECUTION COPY registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (c) There is no material tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent. (d) The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable). (e) If such Foreign Credit Party or Foreign Obligor is a Dutch Obligor, such Foreign Credit Party or Foreign Obligor has given any works council (ondernemingsraad) that under the Works Councils Act (Wet op de ondernemingsraden) has the right to give advice in relation to the entry into and performance of the Credit Documents, the opportunity to give such advice and has obtained unconditional positive advice from such works council. 6.13 Sanctions. No Credit Party, nor any Subsidiary of a Credit Party, nor to the knowledge of the Credit Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof is an individual or entity currently the subject of any Sanctions, nor is any Credit Party or any Subsidiary of a Credit Party unlawfully located, organized or resident in a Designated Jurisdiction. 6.14 Anti-Corruption. The Credit Parties and their Subsidiaries have implemented and maintain group-wide policies and procedures reasonably designed to promote and achieve compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions (collectively, the “Anti-Corruption Laws”). The Credit Parties and their Subsidiaries are in compliance with applicable Anti-Corruption Laws, except to the extent that failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. NYDOCS02/1161559.5 108

EXECUTION COPY ARTICLE VII AFFIRMATIVE COVENANTS Until the Revolving Loan Obligations shall have been paid in full or otherwise satisfied, and the Revolving Commitments hereunder shall have expired or been terminated, each of the Credit Parties will, and (except in the case of the covenants set forth in Sections 7.01, 7.02 and 7.03) will cause each of its Subsidiaries to: 7.01 Financial Statements. Deliver to the Administrative Agent for further distribution to the Lenders, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) not later than the earlier of (i) the date such deliveries are required by the SEC and (ii) ninety days after the end of each fiscal year of EWI, consolidated balance sheets of the Consolidated Group as at the end of such fiscal year (beginning with the fiscal year ending December 31, 2018), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and (b) not later than (i) the date such deliveries are required by the SEC and (ii) forty-five days after the end of each of the first three fiscal quarters of each fiscal year of EWI (beginning with the fiscal quarter ending after the Closing Date), consolidated balance sheets of the Consolidated Group as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of EWI’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of EWI as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such statements to be certified by a Responsible Officer of EWI to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of EWI and its Subsidiaries. (c) promptly after receipt, the results of an annual review conducted by a third party reasonably acceptable to the Administrative Agent with respect to the anti-money laundering and (where applicable) bank secrecy (or similar) program of Continental Exchange Solutions, Inc., RIA Italia SRL, Envia Telecomunicaciones, S.A. and RIA Financial Services Australia Pty. Ltd.; provided such reviews are required under the NYDOCS02/1161559.5 109

EXECUTION COPY country/local jurisdiction where members of the Consolidated Group actively operate as money transmitters (or similar designation) or as mutually agreed by the Administrative Agent and EWI. As to any information contained in materials furnished pursuant to Section 7.02(d), such Credit Party shall not be separately required to furnish such information under clauses (a) or (b) above, but the foregoing shall not be in derogation of the obligation of such Credit Party to furnish the information and materials described in clauses (a) and (b) above at the times specified therein. 7.02 Certificates; Other Information. Deliver to the Administrative Agent for further distribution to the Lenders, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) [reserved]; (b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), (beginning with the fiscal quarter ending after the Closing Date), a duly completed Compliance Certificate signed by a Responsible Officer of EWI (i) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants contained herein, (ii) certifying that no Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto) and (iii) including a summary of all material changes in GAAP or in the consistent application thereof and material changes in accounting policies or financial reporting practices, the effect on the financial covenants resulting therefrom, and a reconciliation between calculation of the financial covenants before and after giving effect to such changes; (c) [reserved]; (d) promptly after the same are available, notice of each annual report, proxy or financial statement or other report or communication sent to the stockholders of EWI, and copies of all annual, regular, periodic and special reports and registration statements that EWI may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and (e) promptly, such additional information regarding the business, financial or corporate affairs of such Credit Party or any of its Subsidiaries, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender may from time to time reasonably request, and any information requested by the Administrative Agent or any Lender reasonably necessary to ensure compliance with applicable “know your customer” Laws (including the Beneficial Ownership Regulation and Sanctions). Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which EWI posts such documents, or provides a link thereto on EWI’s website on the Internet at the website address listed on Schedule 11.02 (as may be updated from time to time); NYDOCS02/1161559.5 110

EXECUTION COPY or (ii) on which such documents are posted on EWI’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in every instance EWI shall be required to provide paper copies of the Compliance Certificates required by Section 7.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by EWI with any such request for delivery, and each Lender shall be solely responsible for requesting delivery by it or maintaining its copies of such documents. Such Credit Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Credit Parties hereunder (collectively, “Credit Party Materials”) by posting the Credit Party Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Credit Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Such Credit Party hereby agrees that (w) all Credit Party Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Credit Party Materials “PUBLIC,” such Credit Party shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Credit Party Materials as not containing any material non-public information with respect to such Credit Party or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Credit Party Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Credit Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Credit Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 7.03 Notification. Deliver to the Administrative Agent for further distribution to the Lenders, promptly after a Responsible Officer of EWI obtains knowledge thereof, notice of any of the following: (a) the occurrence of any Default; and (b) (i) any dispute, litigation, investigation, proceeding or suspension between such Credit Party or any of its Subsidiaries and any Governmental Authority; or (ii) the commencement of, or any material development in, any litigation, investigation or proceeding affecting such Credit Party or any of its Subsidiaries, in each case in clauses (i) and (ii), that has resulted or would reasonably be expected to result in a Material Adverse Effect. NYDOCS02/1161559.5 111

EXECUTION COPY Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of EWI setting forth details of the occurrence referred to therein and stating what EWI has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Credit Agreement and any other Credit Document that have been breached. 7.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained or (ii) the failure to pay any such obligations and liabilities would not reasonably be expected to have a Material Adverse Effect. 7.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and (where applicable) good standing under the Laws of the jurisdiction of its organization (except in connection with a transaction permitted by Sections 8.04 or 8.05 or where (other than with respect to the existence of a Borrower) failure to do so would not reasonably be expected to result in a Material Adverse Effect); and (b) take all commercially reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 7.06 Maintenance of Properties. Maintain, preserve and protect all of its material Property and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted unless such Credit Party or Subsidiary of such Credit Party determines in good faith that the continued maintenance of such Property is no longer economically desirable, necessary or useful to its business except where the failure to so maintain, preserve or protect such Property would not reasonably be expected to have a Material Adverse Effect; 7.07 Maintenance of Insurance. Maintain in full force and effect with financially sound and reputable insurance companies that are not Affiliates of the Borrowers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons. 7.08 Compliance with Laws. Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. NYDOCS02/1161559.5 112

EXECUTION COPY 7.09 Books and Records. Maintain (a) proper books of record and account, in which entries that are true and correct in all material respects shall be made in accordance with GAAP, of all financial transactions and matters involving its assets and business and (b) such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over it. 7.10 Inspection Rights. With respect to such Credit Party, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of their properties, to examine their corporate, financial, operating, statutory and regulatory compliance, audit and supervisory examination records, and make copies thereof or abstracts therefrom, and to discuss their affairs, finances, accounts, compliance programs and initiatives, audits, and supervisory examinations with their directors, officers, and independent public accountants, all at the expense of such Credit Party and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to such Credit Party; provided, however, that so long as no Event of Default has occurred and is continuing such Credit Party’s obligation to pay the expenses of any of the foregoing will be limited to (A) one inspection per year (measured from the date of this Credit Agreement and each anniversary thereof) at the Administrative Agent’s discretion and (B) any further inspections resulting from the Administrative Agent’s good faith belief that conditions exist that could reasonably be expected to result in a Material Adverse Effect; provided, further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice. 7.11 Use of Proceeds. Use the proceeds of the Credit Extensions to refinance the loans and obligations existing under the Existing Credit Agreement and for general corporate purposes not in contravention of any Law or of any Credit Document, including Acquisitions. 7.12 Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Credit Documents to which it is a Party. 7.13 Joinder of Subsidiaries as Guarantors. If (x) the conditions for the release of Guarantors (other than EWI) set forth in Section 4.09 have not been satisfied and (y) a Domestic Subsidiary that is not a Guarantor hereunder (each a “Non-Guarantor Domestic Subsidiary”) shall at any time: (a) in any case (considered with its Subsidiaries on a consolidated basis) represent more than 10% of consolidated revenues for the Consolidated Group (in each such case determined as of the end of each fiscal quarter for the period of four consecutive fiscal quarters then ended), or (b) together with all other such Non-Guarantor Domestic Subsidiaries as a group, represent more than 30% of the consolidated revenues for the Consolidated Group NYDOCS02/1161559.5 113

EXECUTION COPY (in each such case determined as of the end of each fiscal quarter for the period of four consecutive fiscal quarters then ended), then, in any such instance, EWI will, subject to the provisions hereof, promptly, but in any event within forty-five (45) days after the delivery date for annual and quarterly financial statements under subsections (a) and (b) of Section 7.01 as to which a determination has been made that such a joinder is required (with extensions as may be deemed necessary or appropriate by the Administrative Agent in its discretion), cause the joinder of such Domestic Subsidiary as a Guarantor hereunder pursuant to a Joinder Agreement (or such other documentation reasonably acceptable to the Administrative Agent) accompanied by Organization Documents and favorable opinions of counsel to such Domestic Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent, such that after giving effect thereto the Non-Guarantor Domestic Subsidiaries will not, individually or as a group, exceed the foregoing threshold requirements. ARTICLE VIII NEGATIVE COVENANTS Until the Revolving Loan Obligations shall have been paid in full or otherwise satisfied, and the Revolving Commitments hereunder shall have expired or been terminated, each of the Credit Parties that is a party to this Credit Agreement will not, and will not permit any of its Subsidiaries to: 8.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Credit Document securing the Revolving Loan Obligations; (b) Liens in favor of any bank securing a Treasury Management Agreement permitted hereunder, but only to the extent that (i) the obligations under such Treasury Management Agreement are permitted under Section 8.03(p) and (ii) the Liens are entered into in the ordinary course of business with respect to such Treasury Management Agreements and are customary in nature and amount; (c) Liens existing on the Closing Date and listed on Schedule 8.01; (d) Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) Liens in favor of carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; NYDOCS02/1161559.5 114

EXECUTION COPY (f) Liens resulting from pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) Liens resulting from (i) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business or (ii) earnest money deposits or indemnification holdbacks made in connection with Acquisitions or Permitted Dispositions; (h) Liens consisting of (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, or (ii) licenses, sublicenses, leases or subleases entered into in the ordinary course of business and in each case in clauses (i) and (ii) do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (j) Liens securing, or in respect of, obligations under Capital Leases or Synthetic Leases and purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (k) Liens on Property that is the subject of an Acquisition at the time of the Acquisition (including, without limitation, Property Acquired in connection with an Acquisition); provided that such Liens do not extend to any other Property; (l) Liens on (1) cash deposited with banks that participate in the Consolidated Group’s ATM network in the ordinary course of business to secure cash contributed by such banks for use in the ATM network, (2) cash and currency supplied to secure ATM Cash Supply Obligations, receivables from card organizations and/or any segregated bank accounts relating to the operation and settlement of the respective ATM network and (3) cash deposited with vendors or suppliers of PIN’s, mobile phone time or other digital content to members of the Consolidated Group in the ordinary course of business to secure accounts payable to such vendors or suppliers; (m) Liens or other rights granted (whether for the benefit of a single Person or multiple Persons) to (1) vendors or suppliers of products, content or services distributed or provided through processing networks of the Consolidated Group in the products, content or services supplied and proceeds thereof (including, without limitation, any trust accounts or restricted cash accounts associated with the purchase or sale of such products, NYDOCS02/1161559.5 115

EXECUTION COPY content or services) or (2) customers or correspondent payout agents (including, without limitation, those arising from the deposit or prefunding of amounts with or by a member of the Consolidated Group) to secure or facilitate money services transactions or foreign exchange transactions; (n) Liens and customary rights of set-off, revocation, refund or chargeback and similar rights under deposit, disbursement or concentration account agreements or under the UCC (or comparable foreign Law) or otherwise arising by operation of Law in favor of any bank or other financial institution at which such Credit Party or its Subsidiaries maintains a deposit, disbursement or concentration account in the ordinary course of business and Liens arising due to any cash pooling, netting or composite accounting arrangements; (o) Liens resulting from cash collateral in an aggregate amount of up to $75 million at any time to secure letters of credit or bank guarantees permitted by Section 8.03(k); (p) Liens on Securitization Receivables in a Securitization Transaction permitted hereunder; (q) Liens, as permitted under German law, resulting from property ownership transfers made for security purposes (Sicherungseigentum), retention of title arrangements (Eigentumsvorbehalt) and assignments of claims, rights and receivables made for security purposes (Sicherungsabtretungen), in each case made in the ordinary course of business; (r) Refinancing Liens granted in respect of Liens permitted by Sections 8.01(c), (j) or (k); (s) Liens in settlement and collateral accounts maintained under merchant acquiring and processing agreements in favor of merchant acquirers and processors; (t) Liens in favor of any bank, broker, futures commission merchant, dealer, clearing agent, clearing house, swaps execution facility, designated contract market or trading facility, on property or assets held in the ordinary course of business in accounts maintained with such institution (or with another institution for the benefit of such institution) in connection with Swap Contract permitted under Section 8.03(e); and (u) other Liens securing aggregate Indebtedness in an amount, together with, but without duplication of, Indebtedness incurred in accordance with Section 8.03(t), not to exceed at any time outstanding the greater of (1) $125 million and (2) 25% of Consolidated EBITDA for the most recently ended four consecutive fiscal quarters for which a compliance certificate has been delivered. For purposes of determining compliance with this Section 8.01: (i) in the event that a Lien (or any portion thereof) meets the criteria of more than one of the categories of Liens permitted in this Section 8.01, the relevant Credit Party or Subsidiary, in its sole discretion, may classify (and may from time to time thereafter reclassify) such Lien (or any portion thereof) and NYDOCS02/1161559.5 116

EXECUTION COPY will only be required to include such Lien in one of the categories of Liens permitted in this Section 8.01; and (ii) at the time of incurrence or upon any later reclassification, the relevant Credit Party or Subsidiary, in its sole discretion, may divide and classify a Lien in more than one of the categories of Liens permitted in this Section 8.01. 8.02 [Reserved]. 8.03 Indebtedness. Permit any Subsidiary that is not a Guarantor to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Credit Documents; (b) [reserved]; (c) Indebtedness outstanding on the Closing Date and listed on Schedule 8.03; (d) Indebtedness under Capital Leases, Synthetic Lease obligations and purchase money obligations incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case for capital assets, provided that when incurred such Indebtedness shall not exceed the purchase price or cost of construction of the subject asset; (e) Indebtedness or other obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that such obligations are entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (f) intercompany Indebtedness among members of the Consolidated Group; (g) Indebtedness in respect of performance bonds and surety bonds incurred in the ordinary course of business; (h) [reserved]; (i) Indebtedness consisting of guaranties by EWI and other members of the Consolidated Group to secure the performance of financial and contractual obligations of members of the Consolidated Group in the ordinary course of business consistent with past practice; (j) Indebtedness that is acquired or assumed in connection with an Acquisition, including secured indebtedness to the extent permitted under Section 8.01, so long as such Indebtedness was not incurred in anticipation or contemplation of the acquisition in consultation with, or at the request of, the Subsidiary acquiring or assuming such Indebtedness, and Refinancing Indebtedness and Refinancing Liens relating thereto to the extent permitted by subsections (k) and (r) of Section 8.01; NYDOCS02/1161559.5 117

EXECUTION COPY (k) Indebtedness of up to $75 million at any time under letters of credit or bank guaranties (net of cash collateral provided therefor); (l) Indebtedness of up to $75 million at any time in overdraft protection; (m) Support Obligations in respect of Indebtedness otherwise permitted under this Section 8.03; (n) Indebtedness of up to $200 million at any time outstanding in connection with Securitization Transactions (but, for purposes hereof, without regard to unfunded or undrawn commitments and which, in the case of a Securitization Transaction established to facilitate the issuance of letters of credit and bank guaranties, is without duplication for the letters of credit and bank guaranties issued in connection therewith); (o) Indebtedness arising from the honoring by a bank of a check, draft, payment order or other debit drawn or presented against insufficient funds in the ordinary course of business; provided (i) one or more members of the Consolidated Group have deposits in other accounts at such bank in an aggregate amount at least equal to the amount of such Indebtedness or (ii) such Indebtedness is extinguished within ten Business Days of its incurrence; (p) Indebtedness or other obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising (i) in respect of deposits or payments made by customers or clients in the ordinary course of business, (ii) as a result of any cash pooling, netting or composite accounting arrangement or (iii) under any Treasury Management Agreements; (q) Indebtedness in an aggregate principal amount not to exceed $10 million at any time, in the case of any members of the Consolidated Group that are organized and operating in the People’s Republic of China; (r) Indebtedness in an aggregate principal amount not to exceed $15 million at any time, in the case of any members of the Consolidated Group that are organized and operating in India; (s) Refinancing Indebtedness incurred in respect of Indebtedness under Sections 8.03(c), (d), (j) or (k); and (t) other Indebtedness in an amount, together with, but without duplication of, the principal amount of Indebtedness secured by Liens in accordance with Section 8.01(u), not to exceed at any time outstanding the greater of (1) $125 million and (2) 25% of Consolidated EBITDA for the most recently ended four consecutive fiscal quarters for which a compliance certificate has been delivered. For purposes of determining compliance with this Section 8.03, (i) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Indebtedness permitted in this Section 8.03, the relevant Credit Party or Subsidiary, in its sole discretion, may classify (and may from time to time thereafter reclassify) such item of NYDOCS02/1161559.5 118

EXECUTION COPY Indebtedness (or any portion thereof) and will only be required to include such Indebtedness (or any portion thereof) in one of the categories of Indebtedness permitted in this Section 8.03; and (ii) at the time of incurrence or upon any later reclassification, the relevant Credit Party or Subsidiary, in its sole discretion, may divide and classify an item of Indebtedness (or any portion thereof) in more than one of the categories of Indebtedness permitted in this Section 8.03. Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 8.03. 8.04 Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default then exists or would result therefrom: (i) EWI and other members of the Consolidated Group that are Domestic Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the transaction of merger or consolidation involves both a Domestic Subsidiary that is a Credit Party and a Foreign Subsidiary, then the Domestic Subsidiary that is a Credit Party shall be the surviving entity; (ii) members of the Consolidated Group that are Foreign Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if a Subsidiary of EWI that is a Borrower is a party to the merger or consolidation, the Subsidiary that is a Borrower will be the surviving entity. (b) Except for EWI and Subsidiaries that are Borrowers hereunder, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated. 8.05 Dispositions. Make or permit Dispositions, except for Permitted Dispositions. 8.06 Restricted Payments. EWI will not declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: NYDOCS02/1161559.5 119

EXECUTION COPY (a) EWI may declare and make dividend payments or other distributions payable solely in its common stock or other equity interests; (b) EWI may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (c) EWI may make payment on, in respect of, or in connection with (i) a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement or (ii) Capital Stock, options, warrants and other rights to acquire Capital Stock issued or granted in connection with any Acquisition (including, without limitation, the issuance of equity interests, including Capital Stock, as consideration in connection with any acquisition permitted hereunder, whether as original purchase consideration or in satisfaction of subsequent contingent consideration obligations, and the sale of equity interests, including Capital Stock, for the sole purpose of financing any acquisition permitted hereunder); and (d) EWI may make other Restricted Payments; provided that after giving effect thereto on a Pro Forma Basis, no Default shall exist. 8.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Consolidated Group on the Closing Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto or any reasonable extension thereof. 8.08 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. 8.09 Financial Covenants. (a) Consolidated Total Leverage Ratio. (i) As of the end of each fiscal quarter ended on March 31, September 30 and December 31, permit the Consolidated Total Leverage Ratio to be greater than 3.50:1.00 and (ii) as of the end of each fiscal quarter ended on June 30, permit the Consolidated Total Leverage Ratio to be greater than 4.00:1.00; provided that, not more than two times prior to the Termination Date, upon notice (an “Increase Leverage Notice”) to the Administrative Agent from EWI that a Material Acquisition has been consummated, for any period of four consecutive fiscal quarters following such Material Acquisition, the Consolidated Total Leverage Ratio will be not greater than 4.00:1.00 for fiscal quarters ended on March 31, September 30 and December 31 and not greater than 4.50:1.00 for fiscal quarters ended on June 30; provided, further, that following such four consecutive fiscal quarters for which the maximum Consolidated Total Leverage Ratio is increased, the maximum Consolidated Total Leverage Ratio shall revert to the levels set forth in clauses (i) and (ii) above for not NYDOCS02/1161559.5 120

EXECUTION COPY fewer than two fiscal quarters before a subsequent Increase Notice is delivered to the Administrative Agent. (b) Consolidated Interest Coverage Ratio. As of the end of each fiscal quarter, permit the Consolidated Interest Coverage Ratio to be less than 4.00:1.00. 8.10 Sanctions; Anti-Corruption. Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, (i) in any manner that would breach applicable Anti-Corruption Laws; (ii) to unlawfully fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions; or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES 9.01 Events of Default. Any of the following shall constitute an Event of Default: (a) Non-Payment. Any Credit Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Credit Document; or (b) Specific Covenants. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03 or Article VIII; or (c) Other Defaults. Any Credit Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Credit Document on its part to be performed or observed and such failure continues for thirty (30) days after written notice from the Administrative Agent to EWI or such Credit Party; or (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party herein, in any other Credit Document, or in any document delivered in connection herewith or therewith shall be false or misleading in any material respect when made or deemed made; or (e) Cross-Default. (i) Any member of the Consolidated Group (A) fails (and such failure continues beyond any applicable grace period and provided that any default or event of default resulting therefrom has not been cured or waived by the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligation) to make any payment when due (whether by scheduled maturity, required NYDOCS02/1161559.5 121

EXECUTION COPY prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Support Obligations (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount of more than $50 million, or (B) fails (and such failure continues beyond any applicable grace period and provided that any default or event of default resulting therefrom has not been cured or waived by the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligation) to observe or perform any other agreement or condition relating to any such Indebtedness or Support Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which EWI or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which EWI or any Subsidiary is an Affected Party (as so defined) and, in either event, such Early Termination Date is not rescinded or such Termination Event is not waived and the Swap Termination Value owed as a result thereof is greater than $50 million; provided that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such documents; or (f) Insolvency Proceedings, Etc. Any member of the Consolidated Group (other than an Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or (g) Inability to Pay Debts; Attachment. (i) Any member of the Consolidated Group (other than an Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any NYDOCS02/1161559.5 122

EXECUTION COPY material part of the property of any such Person and is not released, vacated or fully bonded within forty-five (45) days after its issue or levy; or (h) Judgments. There is entered against any member of the Consolidated Group (other than an Immaterial Subsidiary) (i) a final judgment or order for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $50 million (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of forty-five (45) consecutive days during which a stay of enforcement of such judgment (if not otherwise satisfied or discharged before the end of such period), by reason of a pending appeal or otherwise, is not in effect; or (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or would reasonably be expected to result in liability of a Credit Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $50 million, or (ii) a Credit Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50 million; or (j) Invalidity of Credit Documents. Any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Revolving Loan Obligations, ceases to be in full force and effect; or any Credit Party contests in any manner the validity or enforceability of any Credit Document; or any Credit Party denies that it has any or further liability or obligation under any Credit Document, or purports to revoke, terminate or rescind any Credit Document; or (k) Change of Control. There occurs any Change of Control. 9.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) declare the commitments of the Lenders to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; NYDOCS02/1161559.5 123

EXECUTION COPY (c) require that the Borrowers Cash Collateralize their respective L/C Obligations (in each case, in an amount equal to the then Outstanding Amount thereof); and (d) exercise on behalf of itself and the Lenders all rights and remedies available to it or to the Lenders under the Credit Documents or applicable Law; provided, however, that upon the occurrence of an Event of Default under Section 9.01(f), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 9.03 Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including all reasonable fees, expenses and disbursements of any law firm or other counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including all reasonable fees, expenses and disbursements of any law firm or other counsel to the respective Lenders and the respective L/C Issuers and amounts payable under Article III), ratably among the Lenders in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders, the Swingline Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them; Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder, (c) payments of amounts due under any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender and (d) the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of NYDOCS02/1161559.5 124

EXECUTION COPY Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Credit Party shall not be paid with amounts received from such Credit Party or such Credit Party’s assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 9.04 Collection Allocation Mechanism. (a) On the CAM Exchange Date, the Lenders shall automatically and without further action be deemed to have exchanged interests in the Specified Obligations under the Tranches (and participation interests in Letters of Credit) such that, in lieu of the interest of each Lender in the Specified Obligations under each Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and, if such Lender holds a Revolving Commitment as of such date, such Lender’s participation interests in Letters of Credit, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Specified Obligations under each of the Tranches (including the principal, reimbursement, interest and fee obligations of each Credit Party in respect of each such Tranche) and hold a participation interest in each Letter of Credit equal to its CAM Percentage thereof. Each Lender, each Participant, each Credit Party and the Administrative Agent hereby consents and agrees to the CAM Exchange. Each Lender and each Credit Party hereby agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by such Lender to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided, however, that the failure of any Credit Party to execute and deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. On the CAM Exchange Date, each Lender whose funded Exposures after giving effect to the CAM Exchange shall exceed its funded Exposures before giving effect thereto shall pay to the Administrative Agent the amount of such excess in the applicable currency or currencies (or, if requested by the Administrative Agent, in Dollars), and the Administrative Agent shall pay to each of the Lenders, out of the amount so received by it, the amount by which such Lender’s funded Exposures before giving effect to the CAM Exchange exceeds such funded Exposures after giving effect to the CAM Exchange. NYDOCS02/1161559.5 125

EXECUTION COPY (b) Each Lender’s obligation to exchange its interests pursuant to the CAM Exchange shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) any adverse change in the condition (financial or otherwise) of any member of the Consolidated Group or any other Person, (iv) any breach of this Credit Agreement by any Credit Party, any Lender or any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. ARTICLE X ADMINISTRATIVE AGENT 10.01 Appointment and Authorization of Administrative Agent. Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither any Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions unless they or their Property are expressly referred to in this Article. 10.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with EWI or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto. 10.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties: (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated NYDOCS02/1161559.5 126

EXECUTION COPY hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to EWI or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by a Borrower, a Lender or an L/C Issuer. Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Credit Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created hereby, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 10.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent may presume that electronic messages received in accordance with Section 2.02(a) are genuine and to have been sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or NYDOCS02/1161559.5 127

EXECUTION COPY by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 10.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 10.06 Resignation of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) NYDOCS02/1161559.5 128

EXECUTION COPY Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 10.07 Non-Reliance on Administrative Agent and Other Lenders. Each of the Lenders and the L/C Issuers acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each of the Lender and the L/C Issuers also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder. 10.08 No Other Duties. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Joint Book Managers, Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Credit Agreement or any of the other Credit Documents, except in their respective capacities, as applicable, as Administrative Agent, Lender or L/C Issuer hereunder. 10.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: NYDOCS02/1161559.5 129

EXECUTION COPY (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than obligations under Swap Contracts or Treasury Management Agreements to which the Administrative Agent is not a party) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding. 10.10 Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize and direct the Administrative Agent, to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (a) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (b) upon satisfaction of the conditions set forth in Section 4.09. Upon request by the Administrative Agent or any Credit Party at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to release any Guarantor from its obligations hereunder pursuant to this Section 10.10. 10.11 Swap Contracts and Treasury Management Agreements. No Lender or any Affiliate of a Lender that is party to any Swap Contract or any Treasury Management Agreement permitted hereunder that obtains the benefits of Section 9.03 by virtue of the provisions hereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise (including the release or impairment of any Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Swap Contracts and Treasury Management Agreements unless the Administrative Agent has received NYDOCS02/1161559.5 130

EXECUTION COPY written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate of a Lender that is party to such Swap Contract or such Treasury Management Agreement, as the case may be. 10.12 Lender ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of EWI or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect of such Lender’s entrance into, participation in, administration of an performance of the Loans, the Letters of Credit, the Revolving Commitments or this Credit Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Credit Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Revolving Commitments and this Credit Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Credit Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Credit Agreement, or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. NYDOCS02/1161559.5 131

EXECUTION COPY (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of EWI or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Credit Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Credit Agreement or any Credit Document or any documents related hereto or thereto). A used in this Section 10.12: “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”. “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. ARTICLE XI MISCELLANEOUS 11.01 Amendments, Etc. Except as expressly provided in this Section or in Section 3.03(c), no amendment or waiver of, or any consent to deviation from, any provision of this Credit Agreement or any other Credit Document shall be effective unless in writing and signed by the Required Lenders (or by the Administrative Agent on behalf of the Required Lenders upon receipt of a consent and direction letter from the Required Lenders) and the applicable Borrowers and Credit Parties, as the case may be, and acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given; provided, however, that: (a) no such amendment, waiver or consent (however characterized) shall be effective without the written consent of each Lender directly affected thereby (whose consent shall be sufficient therefor without the consent of the Required Lenders) to: (i) extend or increase the Revolving Commitments of any Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02), without the written consent of such Lender (it being understood and agreed that NYDOCS02/1161559.5 132

EXECUTION COPY amendment or waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Commitments shall not be considered an extension or increase in Commitments for purposes hereof); (ii) waive non-payment or postpone any date fixed by this Credit Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amount due to the Lenders (or any of them) or any scheduled reduction of Commitments hereunder or under any other Credit Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced; (iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the last proviso of this Section 11.01) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; (iv) amend Section 1.06 or the definition of “Alternative Currency”; (v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, or (vi) release all or substantially all of the Guarantors from their obligations under the Credit Documents (other than as provided in Section 4.09 as in effect on the Closing Date); (b) unless also signed by the Required USD Lenders, no such amendment, waiver or consent shall: (i) waive any Default for purposes of Section 5.02, (ii) amend or waive any mandatory prepayment on Master Revolving Loan Obligations under Section 2.06(b) or the manner of application thereof to the Master Revolving Loan Obligations under Section 2.06(c), or (iii) amend or waive the provisions of Section 5.02 (Conditions to all Credit Extensions), Section 7.13 (Joinder of Subsidiaries as Guarantors), Article VIII (Negative Covenants), Article IX (Events of Default and Remedies), this Section 11.01(b) or the definition of “Required USD Lenders”; NYDOCS02/1161559.5 133

EXECUTION COPY (c) unless also consented to in writing by the affected L/C Issuer, no such amendment, waiver or consent shall affect the rights or duties of such L/C Issuer under this Credit Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (d) unless also consented to in writing by the affected Swingline Lender, no such amendment, waiver or consent shall affect the rights or duties of such Swingline Lender under this Credit Agreement; (e) unless also consented to in writing by the Administrative Agent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; and (f) (i) in the case of any USD Lender that, as of the date hereof (x) is not also a Primary Currency Lender or (y) is not also a Secondary Currency Lender, such Lender may request that Schedule 2.01 be amended to provide that such Lender shall have a Primary Currency Committed Amount and/or a Secondary Currency Committed Amount equal to its USD Committed Amount, and such amendment shall be effective with the consent of only EWI, the Administrative Agent, each applicable Swingline Lender and such Lender, and (ii) in the case of any Primary Currency Lender or Secondary Currency Lender, the Primary Currency Committed Amount and/or a Secondary Currency Committed Amount of such Lender may be terminated by an amendment to Section 2.01, which amendment shall be effective with the consent of only EWI, the Administrative Agent and such Lender; provided however, that notwithstanding anything to the contrary contained herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Revolving Commitments of such Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan that affects the Loans, (iii) each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (iv) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and any such determination shall be binding on all the Lenders, and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding any provision herein to the contrary, this Credit Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Administrative Agent for the Incremental Credit Facilities contemplated in subsection (d) and (e) of Section 2.01, and otherwise, with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional revolving credit facilities to this Credit NYDOCS02/1161559.5 134

EXECUTION COPY Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Credit Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. Further, notwithstanding anything herein to the contrary, if following the Closing Date, the Administrative Agent and EWI shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and EWI shall be permitted to jointly amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders within ten Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment). 11.02 Notices; Effectiveness; Electronic Communication. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to any Credit Party, the Administrative Agent, any L/C Issuer or any Swingline Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02 (as such schedule may be updated from time to time); and (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Credit Parties). Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other NYDOCS02/1161559.5 135

EXECUTION COPY communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). (b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CREDIT PARTY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE CREDIT PARTY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE CREDIT PARTY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower or any other Credit Party, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or any other Credit Party’s or the Administrative Agent’s transmission of Credit Party Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower or any other Credit Party, any Lender, any L/C Issuer or any other Person for NYDOCS02/1161559.5 136

EXECUTION COPY indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuers and the Swingline Lenders may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuers and the Swingline Lenders. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Credit Party Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Credit Party or its securities for purposes of United States Federal or state securities laws. (e) Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swingline Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer, Swingline Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each of the other Credit Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. NYDOCS02/1161559.5 137

EXECUTION COPY Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) the L/C Issuers or the Swingline Lenders from exercising the rights and remedies that inure to their benefit (solely in their capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Credit Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 11.04 Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and is Affiliates (including the reasonable fees, charges and disbursements of Shearman & Sterling LLP, as counsel to the Administrative Agent and the Lenders and of special and local counsel to the Administrative Agent and the Lenders; provided that, in the case of the foregoing expenses and fees, the Administrative Agent and the Lenders will not engage more than one counsel in each sovereign jurisdiction without EWI’s prior written consent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer (but limited to the reasonable fees and expenses of one outside law firm for the Administrative Agent and the Lenders taken as a whole, and, if necessary and appropriate, one local counsel and one regulatory counsel for the Administrative Agent and the Lenders taken as a whole in each appropriate jurisdiction, unless (x) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case additional counsel may be appointed, as necessary and appropriate, and (y) if the interests of any Lender or group of Lenders are distinctly or disproportionately affected, one additional counsel for each such Lender or group of Lenders)), in connection with the NYDOCS02/1161559.5 138

EXECUTION COPY enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of such Loans or Letters of Credit. (b) Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, but limited to the reasonable fees and expenses of one outside law firm for the Administrative Agent and the Lenders taken as a whole, and, if necessary and appropriate, one local counsel and one regulatory counsel for the Administrative Agent and the Lenders taken as a whole in each appropriate jurisdiction, unless (i) the interests of the Administrative Agent and the Lenders are sufficiently divergent, in which case additional counsel may be appointed, as necessary and appropriate, and (y) if the interests of any Lender or group of Lenders are distinctly or disproportionately affected, one additional counsel for each such Lender or group of Lenders), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Credit Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or material breach of a Credit Document by, such Indemnitee or (y) arise from disputes solely among Indemnitees, and in such event solely to the extent that the underlying dispute does not (1) arise as a result of an action, inaction or representation of, or information provided by or on behalf of the Consolidated Group or (2) relate to any such action by such Indemnitee in its capacity as Administrative Agent or Arrangers. NYDOCS02/1161559.5 139

EXECUTION COPY (c) Reimbursement by Lenders. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), an L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or an L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d). (d) Waiver of Consequential Damages, Etc. Except as set forth in the last sentence of this Section, to the fullest extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. Except as set forth in the last sentence of this Section, no Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of or material breach of any Credit Document by, such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and any Swingline Lender, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other obligations hereunder or under any of the other Credit Documents. 11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be NYDOCS02/1161559.5 140

EXECUTION COPY repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent on demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Credit Agreement. 11.06 Successors and Assigns. (a) Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement. (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement and the other Credit Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments and the related Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and NYDOCS02/1161559.5 141

EXECUTION COPY (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Commitments (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million unless (x) the revolving commitments (and the revolving loans relating thereto) subject to such assignment is the full amount of the assignor’s interest therein, as applicable, or (y) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, EWI otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; and (C) The value of the rights assigned or transferred must at least be EUR 50,000 (or its equivalent in other currencies) or, if the value is lower, the assignee or transferee qualifies as a professional market party under the terms of the Dutch Financial Supervision Act (Wet op het Financieel Toezicht). (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Revolving Commitment assigned, except that this clause (ii) shall not (A) apply to any Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among its separate revolving commitments (and the revolving loans relating thereto) on a non-pro rata basis; (iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of EWI (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that EWI shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; NYDOCS02/1161559.5 142

EXECUTION COPY (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (C) the consent of the applicable L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the applicable Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment relating thereto. (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (other than an assignment pursuant to Section 11.13); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No Assignment to Certain Persons. No such assignment shall be made to (A) any Borrower or any of their Affiliates or Subsidiaries, (B) any Defaulting Lender or an of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural person. (vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under NYDOCS02/1161559.5 143

EXECUTION COPY applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by any of the Borrowers, the L/C Issuers and the Lenders, at any reasonable time and from time to time upon reasonable prior notice. (d) Participations. Any Lender may at any time, without the consent of, or notice to, EWI or the other Credit Parties or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, any Borrower or any of their respective Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. NYDOCS02/1161559.5 144

EXECUTION COPY Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with each applicable Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless each applicable Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of each such Borrower, to comply with Sections 3.01(e) and 3.06 as though it were a Lender. (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. NYDOCS02/1161559.5 145

EXECUTION COPY (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. (h) Resignation as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its revolving commitments (and the revolving loans relating thereto) pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in L/C Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) any successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the NYDOCS02/1161559.5 146

EXECUTION COPY exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee or pledgee under Section 11.06(f) of or Participant in, or any prospective assignee or pledgee under Section 11.06(f) of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(d), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g) with the consent of the applicable Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from EWI or any Subsidiary relating to EWI or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by EWI or any Subsidiary, provided that, in the case of information received from EWI or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning EWI or any of its Subsidiaries, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including federal and state securities Laws. 11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Credit Agreement or any other Credit Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer or Affiliate shall have made any demand under this Credit Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured, secured or unsecured, or are owed to a branch office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds NYDOCS02/1161559.5 147

EXECUTION COPY and deemed held in trust for the benefit of the Administrative Agent, L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify each applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 11.10 Counterparts; Integration; Effectiveness. This Credit Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Credit Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Credit Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Credit Agreement by telecopy or electronic imaging means shall be effective as delivery of a manually executed counterpart of this Credit Agreement. 11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. NYDOCS02/1161559.5 148

EXECUTION COPY 11.12 Severability. If any provision of this Credit Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Credit Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Credit Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, an L/C Issuer or a Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 11.13 Replacement of Lenders. If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06 or if any Lender is a Defaulting Lender or a Non- Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, at par without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments, pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee, if any, specified in Section 11.06(b), unless waived by the Administrative Agent in its discretion; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; (e) in the case of an assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non- NYDOCS02/1161559.5 149

EXECUTION COPY Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swingline Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 11.14 Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) SUBMISSION TO JURISDICTION. EACH OF THE BORROWERS AND OTHER CREDIT PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS CREDIT AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY BORROWER OR ANY OTHER CREDIT PARTY OR ITS PROPERTIES IN THE COURTS/TRIBUNALS OF ANY JURISDICTION. (c) WAIVER OF VENUE. EACH OF THE BORROWERS AND OTHER CREDIT PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION NYDOCS02/1161559.5 150

EXECUTION COPY THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), each Borrower and each other Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial transactions between such Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) each of such Borrower and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower and each other Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent and each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower, any other Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger has any obligation to such Borrower, any other Credit Party or any of their respective Affiliates with respect to the transactions NYDOCS02/1161559.5 151

EXECUTION COPY contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower, the other Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests to any Borrower, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 11.17 USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Credit Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Act. The Credit Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 11.18 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Credit Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law). 11.19 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Credit Document, NYDOCS02/1161559.5 152

EXECUTION COPY Assignment and Assumption or in any amendment or other modification hereof or thereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary none of the Administrative Agent, the L/C Issuer or any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart. 11.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Credit Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising hereunder, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Credit Agreement; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. [SIGNATURES ON FOLLOWING PAGES] NYDOCS02/1161559.5 153

EXECUTION COPY NYDOCS02/1161559.5 154

EXECUTION COPY IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. BORROWERS AND GUARANTORS: EURONET WORLDWIDE, INC., as a Borrower and a Guarantor By: /s/ Rick Weller Name: Rick Weller Title: Executive Vice President Chief Financial Officer EFT SERVICES HOLDINGS BV, as a Borrower (but not as a Guarantor) By: /s/ Andre van Daatselaar Name: Andrew van Daatselaar Title: Director A By: /s/ Travis McAtee Name: Travis McAtee Title: Director B CONTINENTAL EXCHANGE SOLUTIONS, INC., as a Borrower and a Guarantor By: /s/ Juan C. Bianchi Name: Juan C. Bianchi Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Liliana Claar Name: Liliana Claar Title: Vice President NYDOCS02/1161559.5 155

EXECUTION COPY LENDERS: BANK OF AMERICA, N.A., as L/C Issuer, USD Swingline Lender, Primary Currency Swingline Lender and as a Lender By: /s/ Alok Jain Name: Alok Jain Title: Senior Vice President NYDOCS02/1161559.5 156

EXECUTION COPY WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Brian Buck Name: Brian Buck Title: Managing Director U.S. BANK NATIONAL ASSOCIATION By: /s/ Tim Landro Name: Tim Landro Title: Vice President BMO HARRIS BANK, N.A. By: /s/ Andrew Berryman Name: Andrew Berryman Title: Vice President BANK OF MONTREAL, By: /s/ Tom Woolgar Name: Tom Woolgar Title: Managing Director, C By: /s/ William K.S. Smith Name: William K.S. Smith Title: Managing Director, Head of EMEA COMPASS BANK By: /s/ Jay Tweed Name: Jay Tweed Title: Senior Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Gordon Yip Name: Gordon Yip Title: Director By: /s/ Mark Koneval Name: Mark Koneval Title: Managing Director NYDOCS02/1161559.5 157

EXECUTION COPY FIFTH THIRD BANK By: /s/ Neil G. Mesch Name: Neil G. Mesch Title: Senior Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ Geoff Smith Name: Geoff Smith Title: Senior Vice President NYDOCS02/1161559.5 158

EXECUTION COPY LLOYDS BANK CORPORATE MARKETS PLC By: /s/ Tina Wong Name: Tina Wong Title: Assistant Manager By: /s/ Kamala Basdeo Name: Kamala Basdeo Title: Assistant Manager REGIONS BANK By: /s/ James L. McGovern Name: James L. McGovern Title: Managing Director BARCLAYS BANK PLC By: /s/ David Williams Name: David Williams Title: Director KBC BANK N.V., NEW YORK BRANCH By: /s/ Nicholas Fiore Name: Nicholas Fiore Title: Director By: /s/ Susan M. Silver Name: Susan M. Silver Title: Managing Director ROYAL BANK OF CANADA By: /s/ Theodore Brown Name: Theodore Brown Title: Authorized Signatory BOFK, NA By: /s/ Ryan W. Humphrey Name: Ryan W. Humphrey Title: V.P. NYDOCS02/1161559.5 159

EXECUTION COPY CITIZENS BANK & TRUST By: /s/ Janelle Aubrecht Name: Janelle Aubrecht Title: Vice President, Commercial Banking NYDOCS02/1161559.5 160

EXECUTION COPY Schedule 2.01 LENDERS AND COMMITMENTS Lender USD Revolving USD Revolving Primary Primary Secondary Secondary Committed Commitment Currency Currency Currency Currency Amount Percentages Revolving Revolving Revolving Revolving Committed Commitment Committed Commitment Amounts Percentages Amounts Percentages Bank of $90,000,000 9.000000000% $90,000,000 9.729729730% $90,000,000 18.556701031% America, N.A. Wells Fargo $90,000,000 9.000000000% $90,000,000 9.729729730% 0.000000000% Bank, National Association U.S. Bank $90,000,000 9.000000000% $90,000,000 9.729729730% $90,000,000 18.556701031% National Association BMO Harris $80,000,000 8.000000000% 0.000000000% 0.000000000% Bank N.A Bank of 0.000000000% $80,000,000 8.648648649% 0.000000000% Montreal Compass $80,000,000 8.000000000% $80,000,000 8.648648649% $80,000,000 16.494845361% Bank Credit $80,000,000 8.000000000% $80,000,000 8.648648649% 0.000000000% Agricole Corporate And Investment Bank Fifth Third $70,000,000 7.000000000% 0.000000000% 0.000000000% Bank KeyBank $70,000,000 7.000000000% $70,000,000 7.567567568% $70,000,000 14.432989691% National Association

EXECUTION COPY Lloyds Bank $70,000,000 7.000000000% $70,000,000 7.567567568% 0.000000000% Corporate Markets plc Regions Bank $70,000,000 7.000000000% $70,000,000 7.567567568% 0.000000000% Barclays $60,000,000 6.000000000% $60,000,000 6.486486486% $60,000,000 12.371134021% Bank PLC KBC Bank $50,000,000 5.000000000% $50,000,000 5.405405405% $50,000,000 10.309278351% N.V., New York Branch Royal Bank $50,000,000 5.000000000% $50,000,000 5.405405405% 0.000000000% of Canada BOKF, NA $45,000,000 4.500000000% $45,000,000 4.864864865% $45,000,000 9.278350515% Citizens Bank $5,000,000 0.500000000% 0.000000000% 0.000000000% & Trust TOTAL: $1,000,000,000 100.00% $925,000,000 100.00% $485,000,000 100.00% SCHEDULE 2.03 EXISTING LETTERS OF CREDIT Bank Guarantees Letters of Credit Expiration Bank Guarantee Total Bank Guarantee & Bank Entity Beneficiary Bank Guar # Date Amount LOC # Expiration Date LOC Amount LOC (USD) Bank of America cadooz GmbH Amazon EU S.A.R.L. - - EUR - 3120392 06/13/19 EUR 385,000 446,870 Continental Exchange Bank of America Solutions, Inc. Sonali Bank Limited - 02/01/19 USD 10,000 3133633 03/01/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Bank Asia Limited - 04/05/19 USD 10,000 3133636 05/05/19 USD 10,000 10,000 Continental Exchange Social Islami Bank Bank of America Solutions, Inc. Limited - 04/17/19 USD 10,000 3133637 05/17/19 USD 10,000 10,000 Continental Exchange Islami Bank Bank of America Solutions, Inc. Bangladesh Limited - 02/28/19 USD - 3122264 06/15/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Banco Bolivariano - - USD - 3087748 04/26/19 USD 100,000 100,000 Continental Exchange Bank of America Solutions, Inc. Trust Bank Limited - 05/31/19 USD - 3122267 06/30/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Dhaka Bank - - USD - 3122254 06/30/19 USD 10,000 10,000

EXECUTION COPY Continental Exchange Bank of America Solutions, Inc. Privatbank - - USD - 3122255 06/30/19 USD 220,400 220,400 Continental Exchange Bank of America Solutions, Inc. Dutch Bangla Bank - - USD - 3122259 08/18/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Agrani Bank Limited - - USD - 3122258 08/18/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Seylan Bank PLC - 11/08/18 USD 20,000 3121482 12/08/18 USD 20,000 20,000 Continental Exchange RIA Money Transfer Bank of America Solutions, Inc. Services PVT - 08/06/19 USD 75,000 3122270 09/06/19 USD 75,000 75,000 Continental Exchange Kotak Mahindra Bank of America Solutions, Inc. Bank - 08/11/19 USD - 3120393 09/11/19 USD 800,000 800,000 Continental Exchange Bank of America Solutions, Inc. Asia United Bank - - USD - 3121477 10/05/18 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. National Bank - - USD - 3120400 10/17/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Financiera Familiar - - USD - 3097392 10/21/18 USD 200,000 200,000 Continental Exchange Bangladesh Krishi Bank of America Solutions, Inc. Bank - 10/30/18 USD 175,000 3133635 11/30/18 USD 175,000 175,000 Continental Exchange Bank of America Solutions, Inc. AB Bank Limited - 11/09/18 USD 10,000 3104160 12/09/18 USD 10,000 10,000 Continental Exchange China Banking Bank of America Solutions, Inc. Corporation - - USD - 3121480 12/05/18 USD 5,000 5,000 Continental Exchange National Credit and Bank of America Solutions, Inc. Commerce Bank - - USD - 3120402 11/17/18 USD 10,000 10,000 Continental Exchange Weizmann Forex Bank of America Solutions, Inc. Limited - 12/31/19 USD 140,000 3133645 01/31/20 USD 140,000 140,000 Continental Exchange Bank of America Solutions, Inc. Prime Bank Limited - 08/07/19 USD 10,000 3121476 09/07/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Brac Bank Limited - 08/07/19 USD - 3121472 09/07/19 USD 10,000 10,000 Continental Exchange Bank of America Solutions, Inc. Uttara Bank Limited - 08/07/19 USD - 3121473 09/07/19 USD 10,000 10,000 Bank of America epay Australia Pty Ltd Eastern Holdings Ltd GT003191/14 07/31/19 AUD 242,269 3120401 08/31/19 AUD 242,269 175,087 Bank of America epay Australia Pty Ltd Optus Mobile Pty Ltd - - AUD - 3095918 09/25/19 AUD 20,000,000 14,454,000 Telstra Corporation Bank of America epay Australia Pty Ltd Ltd - - AUD - 3120397 09/30/19 AUD 10,000,000 7,227,000 Aena Aeropuertos, Bank of America Euronet 360 Finance Limited S.A. (Ibiza Airport) GT401106/15 - EUR - 3121486 04/14/19 EUR 14,250 16,540 Aena Aeropuertos, S.A. (Lanzarote Bank of America Euronet 360 Finance Limited Airport) GT401107/15 - EUR - 3121485 04/14/19 EUR 11,923 13,839

EXECUTION COPY Aena Aeropuertos, S.A. (Malaga Bank of America Euronet 360 Finance Limited Airport) GT401114/15 - EUR - 3121488 04/22/19 EUR 8,424 9,778 Aena Aeropuertos, S.A. (Madrid Bank of America Euronet 360 Finance Limited Airport) GT401116/15 - EUR - 3121490 04/30/19 EUR 27,317 31,707 Aena Aeropuertos, S.A. (Tenerife Bank of America Euronet 360 Finance Limited Airport) GT401119/15 - EUR - 3122252 05/08/19 EUR 9,800 11,375 Aena Aeropuertos, S.A. (Barcelona Bank of America Euronet 360 Finance Limited Airport) GT401118/15 - EUR - 3122251 05/08/19 EUR 121,310 140,805 Aena Aeropuertos, S.A. (Mallorca Bank of America Euronet 360 Finance Limited Airport) GT401043/14 - EUR - 3120406 07/15/19 EUR 22,575 26,203 Aena Aeropuertos, S.A. (Mallorca Bank of America Euronet 360 Finance Limited Airport) GT401044/14 - EUR - 3120407 07/15/19 EUR 22,575 26,203 Aena Aeropuertos, S.A. (Gran Canaria Bank of America Euronet 360 Finance Limited Airport) GT401072/14 - EUR - 3121478 11/14/18 EUR 11,610 13,476 Aena Aeropuertos, S.A. (Tenerife South Bank of America Euronet 360 Finance Limited Airport) GT401070/14 - EUR - 3121479 11/14/18 EUR 9,810 11,386 Aena Aeropuertos, S.A. (Mallorca Bank of America Euronet 360 Finance Limited Airport) GT401075 - EUR - 3121481 12/08/18 EUR 22,575 26,203 Bank of America Euronet 360 Finance Limited ADIF - - EUR - 3104161 02/07/19 EUR 16,200 18,803 Euronet 360 Finance Limited, S.E.A. (Milan Bank of America Sede Secondaria Italiana Airport Authority) - 09/25/19 EUR 233,606 3122260 11/25/19 EUR 233,606 271,146 Aena Aeropuertos, Euronet 360 Finance Limited, S.A. (Alicante 6508 Bank of America Sucursal en España Airport) GT401260/16 02/23/19 EUR 17,640 3122265 03/23/19 EUR 17,640 20,475 Wind Hellas Telecommunications Bank of America Euronet Card Services S.A. A.E.B.E. - - EUR - 3095776 08/24/19 EUR 90,000 104,463 Bank of America Euronet Card Services S.A. Vodafone - - EUR - 3095774 08/24/19 EUR 90,000 104,463 Euronet Pay & Transaction Bank of America Services S.R.L. Ifitalia SpA - 10/29/18 EUR 1,000,000 3133632 11/29/18 EUR 1,000,000 1,160,700 Euronet Pay & Transaction Bank of America Services S.R.L. Paviasei S.R.L. 001232/15 04/01/19 EUR 75,000 3122256 05/01/19 EUR 75,000 87,053 Euronet Pay & Transaction Mediaset Premium Bank of America Services S.R.L. S.P.A. 001206/15 12/31/18 EUR 350,000 3122257 01/31/19 EUR 350,000 406,245

EXECUTION COPY Bank of America Euronet Services SRL Citibank Romania - - EUR - 3062412 12/10/18 EUR 92,000 106,784 Orange Espagne, S.A.U. (f.k.a. France Telecom España, Bank of America Euronet TeleRecarga, S.L.U. S.A.U.) GT400781/10 04/25/19 EUR 1,000,000 3102189 05/25/19 EUR 1,000,000 1,160,700 Vodafone España, Bank of America Euronet TeleRecarga, S.L.U. S.A.U. GT400805/10 12/31/18 EUR 650,000 3113767 02/28/19 EUR 650,000 754,455 Massachusetts Port Bank of America Euronet USA, LLC Authority - - USD - 3133639 10/30/18 USD 44,000 44,000 Compumod Bank of America Pure Commerce Pty Limited Investments P/L - 07/05/19 AUD 54,113 3121471 08/05/19 AUD 54,113 39,108 Bank of America RIA Italia S.R.L. Ares 2002 Spa - 10/31/18 EUR 122,345 3113705 11/30/18 EUR 122,345 142,006 Bank of America RIA Italia S.R.L. Foto Ottica Vergerio - 12/31/18 EUR 96,000 3122262 02/01/19 EUR 96,000 111,427 Bank of America RIA Italia S.R.L. Blue Star S.R.L. - 06/20/19 EUR 51,000 3133644 07/20/19 EUR 51,000 59,196 transact Elektronische Amazon EU S.A.R.L. Bank of America Zahlungssysteme GmbH (non-peak) - - EUR - 3104150 11/21/18 EUR 14,860,000 17,248,002 Total Existing Bank of America Letters of Credit $46,354,896 FX Rates 9/30/2018 AUD 0.722700 BGN 0.591870 BRL 0.247696 CAD 0.774653 CHF 1.019056 CNY 0.145603 CZK 0.045523 EUR 1.160700 GBP 1.303500 HRK 0.156182 HUF 0.003594 INR 0.013793 MYR 0.241721 NZD 0.662600 PLN 0.271334 RON 0.248694

EXECUTION COPY SCHEDULE 2.14 DESIGNATED BORROWERS Designated Borrowers for USD Revolving Loans, Primary Currency Revolving Loans, Secondary Currency Revolving Loans: Entity Jurisdiction Limits Currencies Euronet Worldwide, Inc. Delaware, USA None All Continental Exchange Solutions, Inc. Kansas, USA None All EFT Services Holding B.V. Netherlands None All Designated Borrowers for USD Swingline Loans and Primary Currency Swingline Loans: Entity Jurisdiction Limits Currencies Euronet Worldwide, Inc. Delaware, USA None All Continental Exchange Solutions, Inc. Kansas, USA None All EFT Services Holding B.V. Netherlands None All Designated Borrowers for Letters of Credit: Entity Jurisdiction Limits Currencies Euronet Worldwide, Inc. Delaware, USA None All Continental Exchange Solutions, Inc. Kansas, USA None All EFT Services Holding B.V. Netherlands None All

EXECUTION COPY SCHEDULE 6.08 SUBSIDIARIES Jurisdiction of Ownership Name of Subsidiary Primary Owner Organization Percentage  EFT Americas, Inc.     Delaware, USA Euronet Worldwide, Inc.  100%  Euronet USA, LLC     Arkansas, U.S.A. Euronet Worldwide, Inc.  100%  Euronet Pakistan Holdings Inc.     Delaware, USA Euronet Worldwide, Inc.  100% Euronet Pakistan Holdings  Euronet Pakistan (Pvt.) Limited     Pakistan 70% Inc.  PaySpot, LLC       Kansas, USA 100% Euronet Worldwide, Inc.  RIA Envia Financial Services Belgium SPRL     Belgium 100% Euronet Worldwide, Inc.  EFT Services Holding B.V.      Netherlands 100% Euronet Worldwide, Inc.  Delta Euronet GmbH      Germany 100% EFT Services Holding B.V. o transact Elektronische Zahlungssysteme GmbH Germany 100% Delta Euronet GmbH o Ria Deutschland Germany Delta Euronet GmbH GmbH 100% o cadooz GmbH Germany 100% Delta Euronet GmbH o cadooz rewards Germany Delta Euronet GmbH GmbH 100%  e-pay Holdings Ltd      United Kingdom 100% EFT Services Holding B.V. o epay Limited United Kingdom 100% e-pay Holdings Ltd United Arab  epay Digital Middle East FZ-LLC     EFT Services Holding B.V. Emirates 100%  ATX Software Limited      United Kingdom 100% EFT Services Holding B.V.  Euronet Payment Services Limited     United Kingdom 100% EFT Services Holding B.V.  Euronet 360 Finance Limited     United Kingdom 100% EFT Services Holding B.V. United Arab  Universal Solution Providers FZ-LLC     EFT Services Holding B.V. Emirates 100%

EXECUTION COPY  Euronet Services, Spol. s.r.o.     Czech Republic 100% EFT Services Holding B.V.  epay Digital SAS      France 100% EFT Services Holding B.V.  Euronet Services O.O.O.     Russia 100% EFT Services Holding B.V.  Euronet Middle East W.L.L.     Bahrain 100% EFT Services Holding B.V.  Euronet Services d.o.o.      Serbia 100% EFT Services Holding B.V.  EFT-Usluge d.o.o.      Croatia 100% EFT Services Holding B.V.  Euronet Services Slovakia, spol. s r.o.     Slovak Republic 100% EFT Services Holding B.V.  Euronet Services EOOD     Bulgaria 100% EFT Services Holding B.V.  Euronet Polska Spolka z.o.o.     Poland 100% EFT Services Holding B.V.  Euronet Services Schweiz GmbH     Switzerland 100% EFT Services Holding B.V.  Euronet Elektronik Islem Hizmetleri Limited Sirketi    Turkey 100% EFT Services Holding B.V.  Euronet Services India Pvt. Ltd.     India 100% EFT Services Holding B.V. o Euronet Infinitium Solutions Pvt. Euronet Services India Pvt. India Ltd 100% Ltd.  RIA Money Transfer Services Pvt. Ltd.    India 100% EFT Services Holding B.V.  Euronet Services Malaysia Sdn. Bhd.     Malaysia 100% EFT Services Holding B.V.  Euronet Services Kft.      Hungary 100% EFT Services Holding B.V.  Euronet Banktechnikai Szolgaltato Kft.    Hungary 100% EFT Services Holding B.V.  Euronet Services S.R.L.      Romania 100% EFT Services Holding B.V.  Euronet Pay & Transaction Services S.R.L.    Italy 100% EFT Services Holding B.V. Euronet Pay & Transaction  o Ria Italia S.R.L.     Italy 100% Services S.R.L.  Euronet Card Services S.A.     Greece 100% EFT Services Holding B.V.  Euronet epay Mexico, S. de R. L.de C.V.    Mexico 100% EFT Services Holding B.V.  Euronet Middle East, Africa & Pakistan LLC    Egypt 100% EFT Services Holding B.V.  Euronet Technology Services, Inc.     Philippines 100% EFT Services Holding B.V. Hong Kong SAR,  Euronet Asia Holdings Limited     EFT Services Holding B.V. China 100%

EXECUTION COPY o epay (Shanghai) Technology Development Co., Ltd. d.b.a. Peoples Republic Euronet Asia Holdings epay China of China 100% Limited Peoples Republic Euronet Asia Holdings o Jiayintong (Beijing) Technology Development Co. Ltd. d.b.a. Euronet China 85% of China Limited  XE Europe B.V.      Netherlands 100% EFT Services Holding B.V.  Euronet Ukraine Limited Liability Company    Ukraine 100% EFT Services Holding B.V.  epay Australia       Australia EFT Services Holding B.V. Holdings Pty Ltd 100% epay Australia Holdings Pty o RIA Financial Services Australia Pty. Ltd. Australia 100% Ltd o HiFX Australia Pty epay Australia Holdings Pty Australia Ltd 100% Ltd epay Australia Holdings Pty o Pure Commerce Pty Limited Australia 100% Ltd . Pure-Commerce Ltd    Isle of Man 100% Pure Commerce Pty Limited o Pure Processing Pte. Ltd Singapore 100% Pure-Commerce Ltd . Pure Commerce Japan Pty Ltd   Australia 100% Pure Commerce Pty Limited . Pure Commerce (S) Pte. Ltd   Singapore 100% Pure Commerce Pty Limited o Pure Commerce Shared Service Singapore Pure Commerce (S) Pte. Ltd. Pte. Ltd. 100% o Pure Commerce Korea YH South Korea 100% Pure Commerce (S) Pte. Ltd. epay Australia Holdings Pty o Telecomnet LLC Delaware, USA 100% Ltd . Telecom Net S.A. Logistica Digital   Brazil 100% Telecomnet LLC o epay Australia Pty epay Australia Holdings Pty Australia Ltd 100% Ltd . epay New Zealand Limited   New Zealand 100% epay Australia Pty Ltd o RIA Financial Services New Zealand Limited New Zealand 100% epay New Zealand Limited o HiFX Limited New Zealand 100% epay New Zealand Limited o Currency Online New Zealand HiFX Limited Limited 100% o DFX Limited New Zealand 100% HiFX Limited  Euronet Business Holdings S.L.U.     Spain 100% EFT Services Holding B.V. Euronet Business Holdings, o Euronet Telerecarga, S.L.U. Spain 100% S.L.U.

EXECUTION COPY . Euronet Movilcarga    Spain Euronet Telerecarga, S.L.U. S.L. 95.05% Euronet Business Holdings, o Ria Chile Servicios Financieros SpA Chile 100% S.L.U. Euronet Business Holdings, o RIA Spain Holdings S.L.U. Spain 100% S.L.U. . RIA Payment Institution EP, S.A.U.   Spain 100% RIA Spain Holdings S.L.U. Euronet Business Holdings, o Innova Taxfree Group, S.L. Spain 100% S.L.U. . Innova Taxfree Spain, S.L.   Spain 100% Innova Taxfree Group, S.L. . Innova Tax Free Portugal Unipessoal Lda   Portugal 100% Innova Taxfree Group, S.L. . Innova Taxfree Italy S.R.L.   Italy 100% Innova Taxfree Group, S.L. . Innova Tax Free (UK) Limited   United Kingdom 100% Innova Taxfree Group, S.L. . Innova Tax Free France S.A.S.U.   France 100% Innova Taxfree Group, S.L. . Innova Taxfree Netherlands B.V.   Netherlands 100% Innova Taxfree Group, S.L. . Innova Taxfree Ireland Limited   Ireland 100% Innova Taxfree Group, S.L. . Innova Taxfree Belgium SPRL   Belgium 100% Innova Taxfree Group, S.L. . Innova Taxfree Germany GmbH   Germany 100% Innova Taxfree Group, S.L.  RIA Envia, LLC       Kansas, USA 100% Euronet Worldwide, Inc.  Ria Netherlands Holding B.V.     Netherlands 100% RIA Envia, LLC RIA Netherlands Holding o RIA Financial Services Norway AS Norway 100% B.V. o RIA Financial Services, Denmark RIA Netherlands Holding Denmark ApS 100% B.V. o RIA Financial Services Austria RIA Netherlands Holding Austria GmbH 100% B.V. RIA Netherlands Holding o RIA Financial Services GmbH Switzerland 100% B.V. RIA Netherlands Holding o RIA Financial Services Netherlands B.V. Netherlands 100% B.V. RIA Netherlands Holding o RIA Telecommunications of Canada Inc. Canada 100% B.V. RIA Telecommunications of . Gescoro Inc.    Canada 100% Canada Inc.

EXECUTION COPY RIA Telecommunications of . XE Corporation    Canada 100% Canada Inc. RIA Netherlands Holding o HiFX Canada Inc. Canada 100% B.V. RIA Netherlands Holding o IME (M) Sdn Bhd Malaysia 100% B.V. RIA Netherlands Holding o Ria Turkey Odeme Kurulusu Anonim Sirketi Turkey 100% B.V.  Continental Exchange Solutions, Inc.     Kansas, USA 100% RIA Envia, LLC Continental Exchange o Continental Payment Solutions, Inc. California, USA 100% Solutions, Inc.  RIA Telecommunications of New York, Inc.    New York, USA 100% RIA Envia, LLC  RIA Financial Services Limited     United Kingdom 100% RIA Envia, LLC o RIA Financial Services Ireland Ireland RIA Financial Services Ltd Limited 100% o RIA Financial Services Sweden AB Sweden 100% RIA Financial Services Ltd o IME (UK) Limited United Kingdom 100% RIA Financial Services Ltd . IME (Portugal), LDA    Portugal 100% IME (UK) Limited  RIA France SAS      France 100% RIA Envia, LLC  RIA Envia Financial Services GmbH     Germany 100% RIA Envia, LLC  Ria Money Transfer de Mexico, S.A. de C.V.    Mexico 100% RIA Envia, LLC  Ria Transfers de Mexico, S.A. de C.V.     Mexico 100% RIA Envia, LLC Dominican  RIA de la Hispaniola, C.porA     100% RIA Envia, LLC Republic  RIA Financial Services Puerto Rico, Inc.     Puerto Rico 100% RIA Envia, LLC  RIA de Centroamérica, S.A. de C.V.     El Salvador 100% RIA Envia, LLC   Euronet (London) UK Holdings Limited   United Kingdom 100% EFT Services Holding B.V. o HiFX Europe Euronet (London) UK United Kingdom Limited 100% Holdings Limited  YourCash Europe Limited     United Kingdom 100% EFT Services Holding B.V. o YourCash Solutions Limited United Kingdom 100% YourCash Europe Limited . YourCash Holdings Limited   United Kingdom 100% YourCash Solutions Limited o YourCash Ireland Limited Ireland 100% YourCash Holdings Limited

EXECUTION COPY o Easycash Ireland YourCash Ireland Limited (Ireland) Limited 100% o YourCash Belgium N.V. Belgium 100% YourCash Holdings Limited o YourCash ATM Systems United Kingdom YourCash Holdings Limited Limited 100% o YourCash YourCash ATM Systems United Kingdom Limited 100% Limited  Hanco Automated Teller Machines  Netherlands YourCash Limited Holdings B.V. 100%  Hanco Automated Teller Hanco Automated Teller  Netherlands Machines Netherlands B.V. 100% Machines Holdings B.V.  HiFM Holdings Limited      United Kingdom 100% Euronet Worldwide, Inc.  HiFM Limited      United Kingdom 100% HiFM Holdings Limited

EXECUTION COPY SCHEDULE 8.01 EXISTING LIENS Debtor Name Creditor Name Type of Credit Property Subject to Lien Amount Secured (Local Currency) Amount Secured (USD) Bank Guarantee Cash Collateral: Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Cash Collateral EUR 650,000 754,455 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Cash Collateral EUR 440,000 510,708 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Cash Collateral EUR 212,950 247,171 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Cash Collateral EUR 240,000 278,568 Euronet Services S.R.L. BRD Bank Guarantee/LC Cash Collateral RON 2,003 498 RIA Financial Services Australia Pty. Ltd. Suncorp Bank Bank Guarantee/LC Cash Collateral AUD 10,000 7,227 RIA Deutschland GmbH Commerzbank Bank Guarantee/LC Cash Collateral EUR 20,472 23,762 RIA Deutschland GmbH Commerzbank Bank Guarantee/LC Cash Collateral EUR 48,700 56,526 RIA Deutschland GmbH DZ Bank Bank Guarantee/LC Cash Collateral EUR 210,000 243,747 RIA Financial Services GmbH Luzerner Kantonalbank Bank Guarantee/LC Cash Collateral CHF 10,000 10,191 transact Elektronische Zahlungssysteme GmbH Commerzbank Bank Guarantee/LC Cash Collateral EUR 465,731 540,574 transact Elektronische Zahlungssysteme GmbH Commerzbank Bank Guarantee/LC Cash Collateral EUR 194,269 225,488 transact Elektronische Zahlungssysteme GmbH Commerzbank Bank Guarantee/LC Cash Collateral EUR 40,000 46,428 transact Elektronische Kreissparkasse München- Zahlungssysteme GmbH Starnberg Bank Guarantee/LC Cash Collateral EUR 83,300 96,686 transact Elektronische Kreissparkasse München- Zahlungssysteme GmbH Starnberg Bank Guarantee/LC Cash Collateral EUR 77,691 90,176 transact Elektronische Kreissparkasse München- Zahlungssysteme GmbH Starnberg Bank Guarantee/LC Cash Collateral EUR 13,479 15,645 transact Elektronische Kreissparkasse München- Zahlungssysteme GmbH Starnberg Bank Guarantee/LC Cash Collateral EUR 229,087 265,901

EXECUTION COPY RIA Payment Institution EP, S.A.U. Catalunya Banc, S.A. Bank Guarantee/LC Cash Collateral EUR 79,200 91,927 RIA Payment Institution EP, S.A.U. Catalunya Banc, S.A. Bank Guarantee/LC Cash Collateral EUR 21,000 24,375 RIA Payment Institution EP, S.A.U. Banco Santander Bank Guarantee/LC Cash Collateral EUR 84,000 97,499 RIA Payment Institution EP, S.A.U. Banco Sabadell Bank Guarantee/LC Cash Collateral EUR 43,200 50,142 Total Cash Collateral $ 3,677,694 Other Cash Collateral: Euronet 360 Finance Limited Deutsche Bank Other Cash Collateral EUR 3,000,000 3,482,100 Euronet 360 Finance Limited Visa Other Cash Collateral EUR 733,600 851,490 Euronet 360 Finance Limited BLIK Other Cash Collateral PLN 20,000 5,427 Euronet 360 Finance Limited BRD Other Cash Collateral RON 15,000,000 3,730,415 Euronet 360 Finance Limited BRD Other Cash Collateral RON 125,000 31,087 Euronet 360 Finance Limited PKO BP Other Cash Collateral PLN 20,000 5,427 Total Other Cash Collateral $ 8,105,945 Other: Legal Contingencies Telecom Net S.A. Logistica Digital Mauro Nei Guiot Legal Contingency Cash deposit BRL 7,058 1,748 Telecom Net S.A. Logistica Digital Andre Gomes Henrique Legal Contingency Cash deposit BRL 2,656 658 Telecom Net S.A. Logistica Digital Vanderson Xavier Legal Contingency Cash deposit BRL 150 37 Aelson Conceição de Telecom Net S.A. Logistica Digital Almeida Legal Contingency Cash deposit BRL 7,486 1,854 Marcos André Assunção dos Telecom Net S.A. Logistica Digital Santos - PE Legal Contingency Cash deposit BRL 25,805 6,392 Telecom Net S.A. Logistica Digital Luis Andre Ferreira da Silva Legal Contingency Cash deposit BRL 23,366 5,788 Telecom Net S.A. Logistica Digital Gilvamberto de Jesus Leite Legal Contingency Cash deposit BRL 8,184 2,027 Telecom Net S.A. Logistica Digital Clecio Oliveira de Brito Legal Contingency Cash deposit BRL 10,139 2,511 Telecom Net S.A. Logistica Digital Jerri Luis Bieger Legal Contingency Cash deposit BRL 27,503 6,812 Telecom Net S.A. Logistica Digital Agberto Jose Monteiro Legal Contingency Cash deposit BRL 30,300 7,505 Telecom Net S.A. Logistica Digital Lelis Rildo da Silva Souza Legal Contingency Cash deposit BRL 20 5 Telecom Net S.A. Logistica Digital Manoel Lopes Marques Legal Contingency Cash deposit BRL 11,427 2,830 Telecom Net S.A. Logistica Digital Romulo Melo de Oliveira Legal Contingency Cash deposit BRL 26,104 6,466

EXECUTION COPY Telecom Net S.A. Logistica Digital Silvio Barbosa dos Santos Legal Contingency Cash deposit BRL 17,920 4,439 Mauricio Carvalho dos Telecom Net S.A. Logistica Digital Santos Legal Contingency Cash deposit BRL 9,161 2,269 Telecom Net S.A. Logistica Digital Elias Junior Dias de Souza Legal Contingency Cash deposit BRL 9,960 2,467 Telecom Net S.A. Logistica Digital Cláudio de Oliveira Neto Legal Contingency Cash deposit BRL 52,507 13,006 Telecom Net S.A. Logistica Digital Euclides Garcia Cubas Legal Contingency Cash deposit BRL 11,896 2,947 Rosangela Aparecida Telecom Net S.A. Logistica Digital Almeida Domiciano Legal Contingency Cash deposit BRL 9,800 2,427 Antônio Ferreira de Lira Telecom Net S.A. Logistica Digital Neto Legal Contingency Cash deposit BRL 9,589 2,375 Carlo Giovanni Santana Telecom Net S.A. Logistica Digital Gugliotta Legal Contingency Cash deposit BRL 7,505 1,859 Telecom Net S.A. Logistica Digital Solange Souza Almeida Legal Contingency Cash deposit BRL 5,878 1,456 Telecom Net S.A. Logistica Digital Cicera Silva de Lima Legal Contingency Cash deposit BRL 6,234 1,544 Alexandra Dos Santos Telecom Net S.A. Logistica Digital Firmino Legal Contingency Cash deposit BRL 3,634 900 Telecom Net S.A. Logistica Digital Sandra Maria Soella Legal Contingency Cash deposit BRL 3,758 931 Telecom Net S.A. Logistica Digital Elisson Messias De Santana Legal Contingency Cash deposit BRL 1,384 343 Telecom Net S.A. Logistica Digital Tamires Souza Santos Legal Contingency Cash deposit BRL 1,443 357 Distribuidora Fox De Telecom Net S.A. Logistica Digital Produtos Alimenticios Ltda. Legal Contingency Cash deposit BRL 1,475 365 Telecom Net S.A. Logistica Digital Eliene Rosa De Oliveira Legal Contingency Cash deposit BRL 1,762 436 Telecom Net S.A. Logistica Digital Gustavo Rodrigues Braz Legal Contingency Cash deposit BRL 1,762 436 Maria Aparecida De Oliveira Telecom Net S.A. Logistica Digital Baesso Legal Contingency Cash deposit BRL 2,000 495 Thonny Kennard Dias E Telecom Net S.A. Logistica Digital Souza Legal Contingency Cash deposit BRL 150 37 Telecom Net S.A. Logistica Digital Cintia Gimenez De Siqueira Legal Contingency Cash deposit BRL 200 50 Mj Alexandre Silva - Me Telecom Net S.A. Logistica Digital /Super Compras Alimentos Legal Contingency Cash deposit BRL 478 118 Telecom Net S.A. Logistica Digital Daniela Alves da Silva Legal Contingency Cash deposit BRL 10,230 2,534 Telecom Net S.A. Logistica Digital Nathalia Ferreira de Pinho Legal Contingency Cash deposit BRL 7,303 1,809 Douglas Felipe Gomes Pena Telecom Net S.A. Logistica Digital Maciel Legal Contingency Cash deposit BRL 6,000 1,486

EXECUTION COPY Total Legal Contingencies 89,722 Other: Euronet Payment & Card Services Mastercard/National Bank of Ltd. Hungary Collateral-Securities Government Bond HUF 500,000 1,797 Euronet Payment & Card Services Visa/National Bank of Ltd. Hungary Collateral-Securities Government Bond HUF 500,000 1,797 Total Collateral-Securities 3,594 Total Other $ 93,316 Total Existing Liens $ 11,876,956 FX Rates 9/30/2018 AUD 0.722700 BGN 0.591870 BRL 0.247696 CAD 0.774653 CHF 1.019056 CNY 0.145603 CZK 0.045523 EUR 1.160700 GBP 1.303500 HRK 0.156182 HUF 0.003594 INR 0.013793 MYR 0.241721 NZD 0.662600 PLN 0.271334 RON 0.248694

EXECUTION COPY SCHEDULE 8.03 EXISTING INDEBTEDNESS Local Currency Debtor Name Creditor Name Type of Indebtedness Description Amount USD Amount Bank Guarantees: EWI (on behalf of cadooz GmbH) Bank of America Bank Guarantee/LC Trade Credit EUR 385,000 446,870 cadooz GmbH Total 446,870 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 100,000 100,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 220,400 220,400 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 20,000 20,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Performance Guarantee USD 75,000 75,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 800,000 800,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000

EXECUTION COPY EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 200,000 200,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 175,000 175,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 5,000 5,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 140,000 140,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 EWI (on behalf of Continental Exchange Solutions, Inc.) Bank of America Bank Guarantee/LC Correspondent bank money guar USD 10,000 10,000 Continental Exchange Solutions, Inc. Total 1,885,400 EFT-Usluge d.o.o. Raiffeisen Bank Bank Guarantee/LC ATM Site Rents HRK 240,000 37,484 EFT-Usluge d.o.o. Raiffeisen Bank Bank Guarantee/LC ATM Site Rents HRK 45,000 7,028 EFT-Usluge d.o.o. Total 44,512 EWI (on behalf of epay Australia Pty Ltd) Bank of America Bank Guarantee/LC Office Lease AUD 242,269 175,088 EWI (on behalf of epay Australia Pty Ltd) Bank of America Bank Guarantee/LC Performance Guarantee AUD 20,000,000 14,454,000 EWI (on behalf of epay Australia Pty Ltd) Bank of America Bank Guarantee/LC Trade Credit AUD 10,000,000 7,227,000 epay Australia Pty Ltd Total 21,856,088 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 14,250 16,540 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 11,923 13,839 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 8,424 9,778 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 27,317 31,707

EXECUTION COPY EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 9,800 11,375 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 121,310 140,805 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 22,575 26,203 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 22,575 26,203 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 11,610 13,476 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 9,810 11,386 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC Airport ATMs EUR 22,575 26,203 EWI (on behalf of Euronet 360 Finance Limited) Bank of America Bank Guarantee/LC ATM Lease/Funding EUR 16,200 18,803 Euronet 360 Finance Limited Total 346,317 EWI (on behalf of Euronet 360 Finance Limited, Sede Secondaria Italiana) Bank of America Bank Guarantee/LC Airport ATMs EUR 233,606 271,146 Euronet 360 Finance Limited, Sede Secondaria Italiana UniCredit Bank Guarantee/LC Airport ATMs EUR 29,280 33,985 Euronet 360 Finance Limited, Sede Secondaria Italiana UniCredit Bank Guarantee/LC Airport ATMs EUR 7,560 8,775 Euronet 360 Finance Limited, Sede Secondaria Italiana Total 313,907 EWI (on behalf of Euronet 360 Finance Limited, Sucursal en Espana) Bank of America Bank Guarantee/LC Airport ATMs EUR 17,640 20,475 Euronet 360 Finance Limited, Sucursal en Espana Total 20,475 Euronet Banktechnikai Szolgaltato Kft. K&H Bank Zrt Bank Guarantee/LC Peformance Guarantee HUF 20,000,000 71,878 Euronet Banktechnikai Szolgaltato Kft. Total 71,878 EWI (on behalf of Euronet Card Services S.A.) Bank of America Bank Guarantee/LC Trade Credit EUR 90,000 104,463 EWI (on behalf of Euronet Card Services S.A.) Bank of America Bank Guarantee/LC Trade Credit EUR 90,000 104,463

EXECUTION COPY Euronet Card Services S.A. Pireaus Bank Bank Guarantee/LC Contract Guarantee EUR 8,211 9,531 Euronet Card Services S.A. Total 218,457 EWI (on behalf of Euronet Pay & Transaction Services S.R.L.) Bank of America Bank Guarantee/LC Top ups EUR 1,000,000 1,160,700 EWI (on behalf of Euronet Pay & Transaction Services S.R.L.) Bank of America Bank Guarantee/LC Office Lease EUR 75,000 87,053 EWI (on behalf of Euronet Pay & Transaction Services S.R.L.) Bank of America Bank Guarantee/LC PayTV EUR 350,000 406,245 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Top ups EUR 250,000 290,175 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Top ups EUR 500,000 580,350 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Top ups EUR 2,200,000 2,553,540 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Top ups EUR 1,500,000 1,741,050 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Top ups EUR 1,500,000 1,741,050 Euronet Pay & Transaction Services S.R.L. UniCredit Bank Guarantee/LC Top ups EUR 1,200,000 1,392,840 Euronet Pay & Transaction Services S.R.L. Total 9,953,003 Euronet Polska Spółka z o.o. Raiffeisen Bank Bank Guarantee/LC PIN Purchases PLN 2,400,000 651,201 Euronet Polska Spółka z o.o. Raiffeisen Bank Bank Guarantee/LC PIN Purchases PLN 2,500,000 678,334 Euronet Polska Spółka z o.o. Raiffeisen Bank Bank Guarantee/LC Office Rent EUR 329,801 382,800 Euronet Polska Spółka z o.o. Raiffeisen Bank Bank Guarantee/LC Asset Purchase Agreement PLN 2,000,000 542,667 Euronet Polska Spółka z o.o. Total 2,255,002 Credit Agricole Euronet Services d.o.o Banka Bank Guarantee/LC Performance Guarantee EUR 121,472 140,993 Euronet Services d.o.o Total 140,993 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379

EXECUTION COPY Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 5,976,090 82,429 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 1,260,000 17,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Bank Guarantee INR 50,000 690 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Credit Guarantee INR 74,453,513 1,026,945 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 5,000,000 68,966 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 1,642,500 22,655 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 10,000,000 137,931 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 2,190,000 30,207 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 1,000,000 13,793 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 100,000 1,379 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 1,000,000 13,793 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 500,000 6,897

EXECUTION COPY Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 102,000 1,407 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC Performance Guarantee INR 1,000,000 13,793 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 500,000 6,897 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 2,000,000 27,586 Euronet Services India Pvt. Ltd. Bank of America Bank Guarantee/LC EMD Guarantee INR 2,000,000 27,586 Euronet Services India Pvt. Ltd. Total 1,516,884 EWI (on behalf of Euronet Services S.R.L.) Bank of America Bank Guarantee/LC Office Rent/Operating Agreement EUR 92,000 106,784 Euronet Services S.R.L. BRD Bank Guarantee/LC ATM Site Rents RON 2,003 498 Euronet Services S.R.L. Total 107,283 EWI (on behalf of Euronet Telerecarga, S.L.U.) Bank of America Bank Guarantee/LC Trade Credit EUR 1,000,000 1,160,700 EWI (on behalf of Euronet Telerecarga, S.L.U.) Bank of America Bank Guarantee/LC Trade Credit EUR 650,000 754,455 Euronet Telerecarga, S.L.U. Total 1,915,155 EWI (on behalf of Euronet USA, LLC) Bank of America Bank Guarantee/LC Airport ATMs USD 44,000 44,000 Euronet USA, LLC Total 44,000 EWI (on behalf of Pure Commerce Pty Ltd) Bank of America Bank Guarantee/LC Office Rent AUD 54,113 39,107 Pure Commerce Pty Ltd Total 39,107 Ria Deutschland GmbH Commerzbank Bank Guarantee/LC Office Rent EUR 4,050 4,701 Ria Deutschland GmbH Commerzbank Bank Guarantee/LC Store Rent EUR 20,472 23,762 Ria Deutschland GmbH Commerzbank Bank Guarantee/LC Store Rent EUR 9,275 10,765 Ria Deutschland GmbH Commerzbank Bank Guarantee/LC Store Rent EUR 7,041 8,172 Ria Deutschland GmbH Commerzbank Bank Guarantee/LC Office Rent EUR 48,700 56,526 Ria Deutschland GmbH DZ Bank Bank Guarantee/LC Store Rent EUR 210,000 243,747

EXECUTION COPY Ria Deutschland GmbH DZ Bank Bank Guarantee/LC Store Rent EUR 19,900 23,098 Ria Deutschland GmbH DZ Bank Bank Guarantee/LC Store Rent EUR 25,650 29,772 Ria Deutschland GmbH DZ Bank Bank Guarantee/LC Store Rent EUR 78,012 90,549 Ria Deutschland GmbH Total 491,092 RIA Envia Financial Services Belgium SPRL BELFIUS Bank Bank Guarantee/LC Bank Guarantee EUR 16,068 18,650 RIA Envia Financial Services Belgium SPRL BELFIUS Bank Bank Guarantee/LC Bank Guarantee EUR 5,025 5,833 RIA Envia Financial Services Belgium SPRL BELFIUS Bank Bank Guarantee/LC Bank Guarantee EUR 14,839 17,224 RIA Envia Financial Services Belgium SPRL Total 41,706 RIA Financial Services Australia Pty. Ltd. Suncorp Bank Bank Guarantee/LC Store Lease AUD 10,000 7,227 RIA Financial Services Australia Pty. Ltd. Total 7,227 Luzerner RIA Financial Services GmbH Kantonalbank Bank Guarantee/LC Store Rent CHF 10,000 10,191 RIA Financial Services GmbH Valiant Bank Bank Guarantee/LC Store Rent CHF 9,000 9,172 RIA Financial Services GmbH 19,362 Societe Generale, Ria France SAS S.A. Bank Guarantee/LC Store Rent EUR 7,200 8,357 Ria France SAS Total 8,357 EWI (on behalf of RIA Italia S.R.L.) Bank of America Bank Guarantee/LC Office rent EUR 122,345 142,006 EWI (on behalf of RIA Italia S.R.L.) Bank of America Bank Guarantee/LC Store lease EUR 96,000 111,427 EWI (on behalf of RIA Italia S.R.L.) Bank of America Bank Guarantee/LC Store lease EUR 51,000 59,196 RIA Italia S.R.L. Total 312,629 RIA Payment Institution EP, S.A.U. Catalunya Banc, S.A. Bank Guarantee/LC Store Rent EUR 79,200 91,927 RIA Payment Institution EP, S.A.U. Catalunya Banc, S.A. Bank Guarantee/LC Store Rent EUR 21,000 24,375

EXECUTION COPY RIA Payment Institution EP, S.A.U. Banco Santander Bank Guarantee/LC Store Rent EUR 84,000 97,499 RIA Payment Institution EP, S.A.U. Banco Sabadell Bank Guarantee/LC Store Rent EUR 43,200 50,142 RIA Payment Institution EP, S.A.U. Total 263,943 Telecom Net S.A. Logistica Digital Bank of America Bank Guarantee/LC Trade Credit BRL 5,000,000 1,238,482 Telecom Net S.A. Logistica Digital Bank of America Bank Guarantee/LC Trade Credit BRL 22,000,000 5,449,321 Telecom Net S.A. Logistica Digital Bank of America Bank Guarantee/LC Trade Credit BRL 10,000,000 2,476,964 Telecom Net S.A. Logistica Digital Bank of America Bank Guarantee/LC Office Rent BRL 404,000 100,069 Telecom Net S.A. Logistica Digital Bank of America Bank Guarantee/LC Trade Credit BRL 17,000,000 4,210,839 Telecom Net S.A. Logistica Digital Bank of America Bank Guarantee/LC Office Rent BRL 98,550 24,410 Telecom Net S.A. Logistica Digital Total 13,500,087 EWI (on behalf of transact Elektronische Zahlungssysteme GmbH) Bank of America Bank Guarantee/LC Trade Credit EUR 14,860,000 17,248,002 transact Elektronische Zahlungssysteme GmbH Commerzbank Bank Guarantee/LC ATM site rents EUR 465,731 540,574 transact Elektronische Zahlungssysteme GmbH Commerzbank Bank Guarantee/LC ATM site rents EUR 194,269 225,488 transact Elektronische Zahlungssysteme GmbH Commerzbank Bank Guarantee/LC Office Rent EUR 40,000 46,428 transact Elektronische Kreissparkasse Zahlungssysteme GmbH München-Starnberg Bank Guarantee/LC Security for downpayment received at transact EUR 83,300 96,686 transact Elektronische Kreissparkasse Zahlungssysteme GmbH München-Starnberg Bank Guarantee/LC Office Rent EUR 77,691 90,176 transact Elektronische Kreissparkasse Zahlungssysteme GmbH München-Starnberg Bank Guarantee/LC Office Rent ATM EUR 13,479 15,645 transact Elektronische Kreissparkasse Zahlungssysteme GmbH München-Starnberg Bank Guarantee/LC Office Rent EUR 229,087 265,901 transact Elektronische Zahlungssysteme GmbH Total 18,528,900 Total Bank Guarantee/LC $ 74,348,632

EXECUTION COPY China: Jiayintong (Beijing) Technology Development Co. Ltd. d.b.a. Euronet China Mary Wang Short-term Loan Short-term Loan CNY 3,650,000 531,450 Total China $ 531,450 India: Euronet Services India Pvt. Ltd. Bank of America Credit Facility Revolver INR 300,000,000 4,137,931 Euronet Services India Pvt. Ltd. ICICI Bank Auto Loan Auto Loan INR 2,646,025 36,497 Euronet Services India Pvt. Ltd. ICICI Bank Auto Loan Auto Loan INR 2,791,596 38,505 Euronet Services India Pvt. Ltd. Yes Bank Auto Loan Auto Loan INR 4,000,696 55,182 Total India $ 4,268,115 Other: Innova Taxfree Group S.L. BBVA Bank Loan Loan EUR 134,661 156,301 Innova Taxfree Spain S.L. Santander Bank Credit Facility Credit Facility EUR 99,004 114,914 Innova Taxfree Spain S.L. Ibercaja Bank Credit Facility Credit Facility EUR 199,397 231,440 Innova Taxfree Spain S.L. Bankia Credit Facility Credit Facility EUR 99,369 115,338 Innova Taxfree Spain S.L. Caixa Bank Credit Facility Credit Facility EUR 19,487 22,619 Innova Taxfree Spain S.L. BBVA Bank Loan Loan EUR 190,835 221,502 Innova Taxfree Spain S.L. Popular Bank Loan Loan EUR 80,278 93,179 Innova Taxfree Spain S.L. Popular Bank Loan Loan EUR 320,293 371,764 Innova Taxfree Spain S.L. Santander Bank Loan Loan EUR 145,707 169,122 IME (M) Sdn Bhd Maybank Auto Loan Auto Loan MYR 29,767 7,195 IME (M) Sdn Bhd Maybank Auto Loan Auto Loan MYR 29,767 7,195 IME (M) Sdn Bhd Maybank Auto Loan Auto Loan MYR 29,767 7,195

EXECUTION COPY IME (M) Sdn Bhd Maybank Auto Loan Auto Loan MYR 29,767 7,195 IME (M) Sdn Bhd Public Bank Auto Loan Auto Loan MYR 43,724 10,569 IME (M) Sdn Bhd Public Bank Auto Loan Auto Loan MYR 43,724 10,569 IME (M) Sdn Bhd Public Bank Auto Loan Auto Loan MYR 22,726 5,493 IME (M) Sdn Bhd Public Bank Auto Loan Auto Loan MYR 22,726 5,493 IME (M) Sdn Bhd Public Bank Auto Loan Auto Loan MYR 22,726 5,493 Hong Leong IME (M) Sdn Bhd Islamic Auto Loan Auto Loan MYR 38,240 9,243 Total Other $ 1,571,822 Total Indebtedness $80,720,018 FX Rates 9/30/2018 AUD 0.722700 BGN 0.591870 BRL 0.247696 CAD 0.774653 CHF 1.019056 CNY 0.145603 CZK 0.045523 EUR 1.160700 GBP 1.303500 HRK 0.156182 HUF 0.003594 INR 0.013793 MYR 0.241721 NZD 0.662600 PLZ 0.271334 RON 0.248694

EXECUTION COPY Schedule 11.02 NOTICE ADDRESSES BORROWER AND EACH OTHER CREDIT PARTY: [Applicable Noticee] c/o Euronet Worldwide, Inc. 3500 College Boulevard Leawood, Kansas 66211 Attn: Chief Financial Officer With a copy to: [Applicable Noticee] c/o Euronet Worldwide, Inc. 3500 College Boulevard Leawood, Kansas 66211 Attn: General Counsel ADMINISTRATIVE AGENT Agency Servicing: (Domestic and FX Commitments/USD Swingline) Primary: Christopher Moss Bank of America, N.A. 2380 Performance Drive, Building C Mail Code: TX2-984-03-23 Telephone: (469) 201-9065 Fax: (214) 672-8784 Email: christopher.moss@baml.com Agency Management: Liliana Claar (financial reporting requirements) Bank of America, N.A. 555 California Street, 4th Floor Mail Code: CA5-705-04-09 Telephone: (415) 436-2770 Fax: (415 503-5003 Email: liliana.claar@baml.com Foreign Currency Swingline: Kevin Gubb/Adi Khambata Bank of America, N.A. 26 Elmfield Road Bromley, Kent BR1 1LR United Kingdom Telephone: 44 208 313-2655 Fax: 44 208 313-2140 Group Email: emealoanoperations@baml.com Letters of Credit: Bank of America, N.A. Global Trade Operations Standby Letters of Credit 333 S. Hope Street, 14th Floor Mail Code: CA9-193-14-53 Los Angeles, CA 90071-1406 Telephone: 213-345-2517 Fax: 888-277-5577 Email: tai_anh.lu@baml.com USD Wire Instructions: Bank of America, N.A. ABA #: 026-009-593 Acct: 1366072250600 Attn: Credit Services Ref: Euronet Worldwide, Inc.

EXECUTION COPY For wire instructions for other currencies, please see below: CURRENCY NEW INSTRUCTIONS Beneficiary Bank: Bank of America Australia (BOFAAUSX) AUD Beneficiary Account Number: 520195687018 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America Canada (BOFACATT) CAD Beneficiary Account Number: 711465090227 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America NA (BOFACH2X ) CHF Beneficiary Account Number: CH6308726000095687013 Beneficiary: Bank of America NA Correspondent/ Intermediary Bank: Danske Bank (DABADKKK) Beneficiary Bank: Bank of America NT and SA (BOFAGB22) DKK Beneficiary Account Number: GB23BOFA16505095687053 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America NT and SA (BOFAGB22) EUR Beneficiary Account Number: GB89BOFA16505095687029 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America NT and SA (BOFAGB22) GBP Beneficiary Account Number: GB90BOFA16505095687011 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America NA (BOFAHKHX) HKD Beneficiary Account Number: 605595687014 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America NA (BOFAJPJX) JPY Beneficiary Account Number: 606495687013 Beneficiary: Bank of America NA Correspondent/ Intermediary Bank: Bank of America Mexico (BOFAMXMX) Beneficiary Bank: Bank of America NT and SA (BOFAGB22) MXN Beneficiary Account Number: GB97BOFA16505095687079 Beneficiary: Bank of America NA Correspondent/ Intermediary Bank: DNB NOR BANK ASA (DNBANOKK) Beneficiary Bank: Bank of America NT and SA (BOFAGB22) NOK Beneficiary Account Number: GB46BOFA16505095687318 Beneficiary: Bank of America NA Correspondent/ Intermediary Bank: Bank of New Zealand (BKNZNZ22) Beneficiary Bank: Bank of America NT and SA (BOFAGB22) NZD Beneficiary Account Number: GB67BOFA16505095687037 Beneficiary: Bank of America NA Correspondent/ Intermediary Bank: SVENSKA HANDELSBANKEN (HANDSESS) Beneficiary Bank: Bank of America NT and SA (BOFAGB22) SEK Beneficiary Account Number: GB45BOFA16505095687045 Beneficiary: Bank of America NA Beneficiary Bank: Bank of America NA (BOFASG2X ) SGD Beneficiary Account Number: 621295687005 Beneficiary: Bank of America NA Correspondent/ Intermediary Bank: NEDBANK Limited (NEDSZAJJ) Beneficiary Bank: Bank of America NT and SA (BOFAGB22) ZAR Beneficiary Account Number: GB98BOFA16505095687061 Beneficiary: Bank of America NA

EXECUTION COPY Exhibit 2.01 FORM OF LENDER JOINDER AGREEMENT THIS LENDER JOINDER AGREEMENT (this “Agreement”) dated as of __________, 20____ to the Credit Agreement referenced below is by and among [NEW LENDER] (the “New Lender”), Euronet Worldwide, Inc., a Delaware corporation (“Euronet”) and the Administrative Agent under the Credit Agreement referenced below. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement referenced below. WITNESSETH WHEREAS, pursuant to that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the Lenders have agreed to provide the Borrowers with revolving credit facilities; WHEREAS, pursuant to Section 2.01(f) of the Credit Agreement, the Company has requested that the New Lender provide an additional [USD] [Primary Currency] [Secondary Currency] Commitment under the Credit Agreement; and WHEREAS, the New Lender has agreed to provide the additional [USD] [Primary Currency] [Secondary Currency] Commitment on the terms and conditions set forth herein and to become a “Lender” under the Credit Agreement in connection therewith; NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The New Lender hereby agrees to provide [USD] [Primary Currency] [Secondary Currency] Commitments to the applicable Borrowers during the Commitment Period in an amount up to its [USD] [Primary Currency] [Secondary Currency] Committed Amount set forth on Schedule 2.01 attached hereto. The New Lender’s [USD] [Primary Currency] [Secondary Currency] Commitment Percentage shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule 2.01 attached hereto. [2. The New Lender shall be deemed to have purchased, without recourse, a risk participation from the L/C Issuer in all Letters of Credit issued or existing under the Credit Agreement and the obligations arising thereunder in an amount equal to its USD Revolving Commitment Percentage of the obligations under such Letters of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the L/C Issuer and discharge when due, its USD Revolving Commitment Percentage of the obligations arising under such Letters of Credit.]

EXECUTION COPY 3. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a [USD] [Primary Currency] [Secondary Currency] Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a [USD] [Primary Currency] [Secondary Currency] Lender thereunder and shall have the obligations of a [USD] [Primary Currency] [Secondary Currency] Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, based on such information, has made such analysis and decision independently and without reliance on either Administrative Agent or any other Lender and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on either Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a [USD] [Primary Currency] [Secondary Currency] Lender. If so required at the date hereof for EFT Services Holding B.V. to comply with its obligations under the Dutch Banking Act or the regulations or policies promulgated thereunder, the New Lender explicitly declares and represents that (x) it a professional market party (professionele marktpartif) within the meaning of Dutch Banking Act (Vrijstellingsregeling Wtk 1992), (y) it is aware that it does not benefit from creditor protection under the Dutch Banking Act and (z) it has made its own appraisal of EFT Services Holding B.V. 4. Euronet agrees that, as of the date hereof, the New Lender shall (a) be a party to the Credit Agreement, (b) be a “[ USD] [Primary Currency] [Secondary Currency] Lender” for all purposes of the Credit Agreement and the other Credit Documents and (c) have the rights and obligations of a [USD] [Primary Currency] [Secondary Currency] Lender under the Credit Agreement and the other Credit Documents. 5. The address of the New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by the New Lender to the Administrative Agent. 6. This Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one contract. 7. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written. NEW LENDER: [NEW LENDER], as New Lender By: Name: Title: EURONET: EURONET WORLDWIDE, INC. By: Name: Title: Accepted and Agreed: [ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: Name: [Title:]

EXECUTION COPY Exhibit 2.02 FORM OF LOAN NOTICE Date: _______________ To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement, dated as of October ___, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation, and certain Subsidiaries, as Borrowers, certain Subsidiaries, as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: 1. The undersigned hereby requests the following:  a USD Swingline Borrowing  a USD Revolving Loan Borrowing  a USD Revolving Loan continuation  a USD Revolving Loan conversion  a Primary Currency Swingline Borrowing  a Primary Currency Revolving Loan Borrowing  a Primary Currency Revolving Loan  a Primary Currency Revolving Loan conversion continuation  a Secondary Currency Revolving Loan  a Secondary Currency Revolving Loan Borrowing continuation 2. Date of Borrowing (which shall be a Business Day and, in the case of a Primary Currency Swingline Borrowing, also a London Banking Day): 3. Amount and Currency of Borrowing: 4. Type of Loan requested (select one):  Base Rate Loan (required for USD Swingline Loans)  Fixed LIBOR Rate Loan  Floating LIBOR Rate Loans

EXECUTION COPY  Overnight Rate Loans (required for Primary Currency Swingline Loans and not available for other Loans) 5. Interest Period for Fixed LIBOR Rate Loans (select one):  One Month  Two Months  Three Months  Six Months The undersigned hereby represents and warrants that (a) this Request for Credit Extension complies with the requirements of Section 2.0l(a), with respect to USD Swingline Loans and USD Revolving Loans, Section 2.01(b), with respect to Primary Currency Swingline Loans and Primary Currency Revolving Loans, Section 2.0l(c), with respect to Secondary Currency Revolving Loans, and with the requirements of Section 2.02 of the Credit Agreement and (b) the representations and warranties contained in Section 5.02(a) and (b) of the Credit Agreement have been satisfied on and as of the date of the requested Credit Extension. BORROWER: [APPLICABLE BORROWER] By: Name: Title:

EXECUTION COPY Exhibit 2.13-1 FORM OF USD NOTE _______________, 20___ FOR VALUE RECEIVED, each of the undersigned (the “USD Borrowers”), hereby promises to pay to ___________, its successors or registered assigns (the “USD Lender”), the USD Lender’s USD Revolving Committed Amount, or if less, the aggregate unpaid principal amount of all USD Revolving Loans owing by such USD Borrower to the USD Lender under that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation, and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Each USD Borrower promises to pay interest on the unpaid principal amount of each USD Loan owing by such USD Borrower from the date of such USD Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the USD Lender, at the Administrative Agent’s Office, in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement. This USD Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided in the Credit Agreement. USD Revolving Loans made by the USD Lender may be evidenced by one or more loan accounts or records maintained by the USD Lender in the ordinary course of business. The USD Lender may also attach schedules to this USD Note and endorse thereon the date, amount and maturity of its USD Revolving Loans and payments with respect thereto. Upon the occurrence and continuation of an Event of Default, all amounts then remaining unpaid on this USD Note shall become, or may be declared to be, immediately due and payable as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this USD Note, all of which are hereby waived by the USD Borrowers, for themselves and their successors and assigns. The obligations of each USD Borrower under this USD Note are several, and not joint and several. Under no circumstances shall any USD Borrower that is a Foreign Borrower be liable for any obligation of a USD Borrower that is a Domestic Borrower under this USD Note. THIS USD NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EXECUTION COPY [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY DOMESTIC BORROWERS: EURONET WORLDWIDE, INC. By: Name: Title: CONTINENTAL EXCHANGE SOLUTIONS, INC. By: Name: Title: FOREIGN BORROWERS: EFT SERVICES HOLDINGS BV By: Name: Title:

EXECUTION COPY Exhibit 2.13-2 FORM OF PRIMARY CURRENCY NOTE _______________ _____ , 20____ FOR VALUE RECEIVED, each of the undersigned (the “Primary Currency Borrowers”), hereby promises to pay to ____________, its successors or registered assigns (the “Primary Currency Lender”), the Primary Currency Lender’s Primary Currency Revolving Committed Amount, or if less, the aggregate unpaid principal amount of all Primary Currency Revolving Loans owing by such Primary Currency Borrower to the Primary Currency Lender under that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation, and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Each Primary Currency Borrower promises to pay interest on the unpaid principal amount of each Primary Currency Revolving Loan owing by such Primary Currency Borrower from the date of such Primary Currency Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Primary Currency Lender, at the Administrative Agent’s Office, in the applicable currency in Same Day Funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement. This Primary Currency Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Primary Currency Revolving Loans made by the Primary Currency Lender may be evidenced by one or more loan accounts or records maintained by the Primary Currency Lender in the ordinary course of business. The Primary Currency Lender may also attach schedules to this Primary Currency Note and endorse thereon the date, amount and maturity of its Primary Currency Revolving Loans and payments with respect thereto. Upon the occurrence and continuation of an Event of Default, all amounts then remaining unpaid on this Primary Currency Note shall become, or may be declared to be, immediately due and payable as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this Primary Currency Note, all of which are hereby waived by the Primary Currency Borrowers, for themselves and their successors and assigns. The obligations of each Primary Currency Borrower are several, and not joint and several. Under no circumstances shall any Primary Currency Borrower that is a Foreign

EXECUTION COPY Borrower be liable for any obligation of a Primary Currency Borrower that is a Domestic Borrower under this Primary Currency Note. THIS PRIMARY CURRENCY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY DOMESTIC BORROWERS: EURONET WORLDWIDE, INC. By: Name: Title: CONTINENTAL EXCHANGE SOLUTIONS, INC. By: Name: Title: FOREIGN BORROWERS: EFT SERVICES HOLDINGS BV By: Name: Title:

EXECUTION COPY Exhibit 2.13-3 FORM OF SECONDARY CURRENCY NOTE ______________ ______, 20____ FOR VALUE RECEIVED, each of the undersigned (the “Secondary Currency Borrowers”), hereby promise to pay to ______________, its successors or registered assigns (the “Secondary Currency Lender”), the Secondary Currency Lender’s Secondary Currency Revolving Committed Amount, or if less, the aggregate unpaid principal amount of all Secondary Currency Revolving Loans owing by such Secondary Currency Borrower to the Secondary Currency Lender under that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation, and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Each Secondary Currency Borrower promises to pay interest on the unpaid principal amount of each Secondary Currency Revolving Loan owing by such Secondary Currency Borrower from the date of such Secondary Currency Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Secondary Currency Lender, at the Administrative Agent’s Office, in the applicable currency in Same Day Funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (before as well as after judgment) computed at the applicable per annum rate set forth in the Credit Agreement. This Secondary Currency Note is one of the Notes referred to in the Credit Agreement and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Secondary Currency Revolving Loans made by the Secondary Currency Lender may be evidenced by one or more loan accounts or records maintained by the Secondary Currency Lender in the ordinary course of business. The Secondary Currency Lender may also attach schedules to this Secondary Currency Note and endorse thereon the date, amount and maturity of its Secondary Currency Revolving Loans and payments with respect thereto. Upon the occurrence and continuation of an Event of Default, all amounts then remaining unpaid on this Secondary Currency Note shall become, or may be declared to be, immediately due and payable as provided in the Credit Agreement, without diligence, presentment, protest and demand or notice of protest, demand, dishonor and non-payment of this Secondary Currency Note, all of which are hereby waived by the Secondary Currency Borrowers, for themselves and their successors and assigns. The obligations of each Secondary Currency Borrower under this Secondary Currency Note are several, and not joint and several. Under no circumstances shall any Borrower that is a

EXECUTION COPY Foreign Borrower be liable for any obligation of a Secondary Currency Borrower that is a Domestic Borrower under this Secondary Currency Note. THIS SECONDARY CURRENCY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY DOMESTIC BORROWERS: EURONET WORLDWIDE, INC. By: Name: Title: CONTINENTAL EXCHANGE SOLUTIONS, INC. By: Name: Title: FOREIGN BORROWERS: EFT SERVICES HOLDINGS BV By: Name: Title:

EXECUTION COPY Exhibit 2.14-1 FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of _____________ is by and between __________________, a _______________ (the “Applicant Borrower”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation (the “Company”), and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Applicant Borrower has indicated its desire to become a Designated Borrower pursuant to Section 2.14 of the Credit Agreement. Accordingly, the Applicant Borrower hereby agrees with the Administrative Agent, for the benefit of the Lenders, as follows: 1. Each of the Applicant Borrower and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Applicant Borrower is a Subsidiary of __________. 2. The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Applicant Borrower will be deemed to be a party to the Credit Agreement as a “Designated Borrower” and a Designated Borrower for all purposes of the Credit Agreement and the other Credit Documents, and shall have all of the obligations of a Borrower thereunder as if it has executed the Credit Agreement and the other Credit Documents. The Applicant Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Documents, including (i) all of the representations and warranties of the Credit Parties set forth in Article VI of the Credit Agreement, and (ii) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. 3. The Applicant Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. 4. The Company confirms on behalf of the Borrowers that all of the Revolving Loan Obligations under the Credit Agreement are, and upon the Applicant Borrower becoming a Designated Borrower shall continue to be, in full force and effect. The Company further confirms on behalf of the Borrowers that immediately upon the Applicant Borrower becoming a Designated Borrower, the term “Revolving Loan Obligations,” as used in the Credit Agreement, shall include all Revolving Loan Obligations of such Designated Borrower under the Credit Agreement and under each other Credit Document.

EXECUTION COPY 5. The Applicant Borrower hereby agrees that upon becoming a Designated Borrower it will assume all of the Revolving Loan Obligations of a Borrower as set forth in the Credit Agreement. 6. The Company, on behalf of the Borrowers, and the Applicant Borrower agree that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver, or cause to be executed and delivered, such further documents and do such further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Agreement. 7. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. 8. This Agreement shall constitute a Credit Document under the Credit Agreement. 9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY IN WITNESS WHEREOF, the Applicant Borrower has caused this Agreement to be duly executed by its authorized officers. Following receipt of the consent of the Required [USD] [Primary Currency] [Secondary Currency] Lenders, the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. APPLICANT BORROWER: [APPLICANT BORROWER], a ____________________________ By: Name: Title: COMPANY: EURONET WORLDWIDE, INC. By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title:

EXECUTION COPY Exhibit 2.14-2 FORM OF DESIGNATED BORROWER NOTICE Date: ___________ To: The Borrowers (as defined below) and the [USD] [Primary Currency] [Secondary Currency] Lenders Ladies and Gentlemen: This Designated Borrower Notice is made and delivered pursuant to Section 2.14 of that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation, and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Administrative Agent hereby notifies Borrowers and the [USD] [Primary Currency] [Secondary Currency] Lenders that effective as of the date hereof shall be a Designated Borrower and may receive [USD] [Primary Currency] [Secondary Currency] Revolving Loans for its account on the terms and conditions set forth in the Credit Agreement. This Designated Borrower Notice shall constitute a Credit Document under the Credit Agreement. BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title:

EXECUTION COPY Exhibit 7.02(b) FORM OF COMPLIANCE CERTIFICATE [date] Financial Statement Date: ____________ To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement, dated as of October ____, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Euronet Worldwide, Inc., a Delaware corporation, and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________ of Euronet Worldwide, Inc., a Delaware corporation ( “EWI”), and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of EWI, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. [Attached hereto as Schedule 1 are the] [The] year-end audited financial statements required by Section 7.0l(a) of the Credit Agreement for the fiscal year of EWI ended as of the above date, together with the report and opinion of an independent certified public accountant of nationally recognized standing required by such section [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement].] [Use following paragraph 1 for fiscal quarter-end financial statements:] [l. [Attached hereto as Schedule 1 are the] [The] unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of EWI ended as of the above date [have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement]. Such financial statements fairly present in all material respects the financial condition, results of income or operations, shareholders’ equity and cash flows of the Consolidated Group in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] 2. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review

EXECUTION COPY of the transactions and condition (financial or otherwise) of the Consolidated Group during the accounting period covered by the attached financial statements. 3 A review of the activities of the Credit Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period each of the Credit Parties performed and observed all of the covenants applicable to it under the Credit Documents, and [select one:] [to the best knowledge of the undersigned, no Default or Event of Default exists as of the date hereof.] --or-- [the following is a list of each Default or Event of Default that exists as of the date hereof and its nature and the extent thereof and proposed actions with respect thereto: [DESCRIBE].] 4. The representations and warranties of the Credit Parties contained in Article VI of the Credit Agreement, or that are contained in any document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Compliance Certificate, 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, including the statements in connection with which this Compliance Certificate is delivered. 5. The financial covenant and other covenant compliance analyses and information set forth on Schedule [1][2] attached hereto are true and accurate on and as of the date of this Compliance Certificate. The Borrowers are [not] in compliance with each of the financial covenants contained in Section 8.12 of the Credit Agreement. [6. Set forth below is a summary of all material changes in GAAP or in the consistent application thereof and material changes in accounting policies or financial reporting practices during the most recent fiscal quarter ending prior to the date hereof and a reconciliation between calculation of the financial covenants before and after giving effect to such changes:]

EXECUTION COPY EURONET WORLDWIDE, INC., a Delaware corporation By: Name: Title:

EXECUTION COPY [Schedule 1 to Compliance Certificate FINANCIAL STATEMENTS AND RELATED DELIVERIES (attached)

EXECUTION COPY Schedule [1][2] to Compliance Certificate COVENANT CALCULATIONS

EXECUTION COPY FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, 20__, is by and among Euronet Worldwide, Inc., a Delaware corporation (the “Company”), __________, a __________ (the “New Subsidiary”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement, dated as of October __, 2018 (as amended, restated, increased, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company and certain Subsidiaries, as Borrowers and as Guarantors, the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the terms and conditions of Section 7.13 of the Credit Agreement, the New Subsidiary is required to become a Guarantor. Accordingly, the New Subsidiary and the Company hereby agree with the Administrative Agent, for the benefit of the Lenders, as follows: 1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a Guarantor for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantor contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby (i) [jointly and severally] [severally, and not jointly and severally] together with the other Guarantor(s), guarantees to each holder of the Revolving Loan Obligations, as provided in the applicable Guaranty, the prompt payment and performance of the Revolving Loan Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. 2. The address of the New Subsidiary for purposes of all notices and other communications is as follows: [Address] 3. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Article IV of the Credit Agreement or any other Guaranty upon the execution of this Agreement by the New Subsidiary. 4. This Agreement may be executed in counterparts (and by the different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 5. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officer, as of the day and year first above written. NEW SUBSIDIARY: [NEW SUBSIDIARY] a _______________________ By: Name: Title: COMPANY: EURONET WORLDWIDE, INC. By: Name: Title: Acknowledged and accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title:

EXECUTION COPY Exhibit 11.06 FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit; [the USD Swingline Loans] [and the Primary Currency Swingline Loans] included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: 2. Assignee[s]:

EXECUTION COPY [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 3. Borrower(s): 4. Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement 5. Credit Agreement: Credit Agreement, dated as of October __, 2018, among Euronet Worldwide, Inc. and certain Subsidiaries, as Borrowers and as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. 6. Assigned Interest[s]: Aggregate Percentage Amount of Assigned CUSI Facility Commitment/Lo Amount of of P Assignor[ Assignee[ Assigne ans for all Commitment/Lo Commitme Numb s] s] d1 Lenders2 ans Assigned nt/ Loans3 er ______ $ ______ $ ______ ______% ______ $ ______ $ ______ ______% ______ $ ______ $ ______ ______% [7. Trade Date: 4 Effective Date: _______________, 20____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 1 Fill in USD Revolving Commitments, Primary Currency Revolving Commitments or Secondary Currency Revolving Commitments, as applicable. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

EXECUTION COPY ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [BANK OF AMERICA, N.A., as L/C Issuer and [USD] [Primary Currency] Swingline Lender By: Name: Title:] [EURONET WORLDWIDE, INC. By: Name: Title:] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1 Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms NYDOCS02/1161559.5

EXECUTION COPY all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. NYDOCS02/1161559.5 2

Exhibit

EXHIBIT 12.1

EURONET WORLDWIDE, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in thousands)	2018		2017		2018		2017
Pretax income before adjustment for loss from unconsolidated subsidiaries	$	137,194	$	115,926	$	237,384	$	222,899
Add:
Fixed charges	14,938		12,582		38,742		32,816
Adjusted pretax income	$	152,132	$	128,508	$	276,126	$	255,715
Fixed charges:
Interest expense	$	11,269	$	9,534	$	28,936	$	25,058
Estimate of interest within rental expense	3,669		3,048		9,806		7,758
Total fixed charges	$	14,938	$	12,582	$	38,742	$	32,816
Ratio of earnings to fixed charges	10.2		10.2		7.1		7.8

Exhibit

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Michael J. Brown, certify that:


1)	I have reviewed this Quarterly Report on Form 10-Q of Euronet Worldwide, Inc.;


2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4)	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5)	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2018



/s/ Michael J. Brown
Michael J. Brown
Chief Executive Officer

Exhibit

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Rick L. Weller, certify that:


1)	I have reviewed this Quarterly Report on Form 10-Q of Euronet Worldwide, Inc.;


2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4)	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5)	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2018



/s/ Rick L. Weller
Rick L. Weller
Chief Financial Officer

Exhibit

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Euronet Worldwide, Inc. (the “Company”) for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Michael J. Brown
Michael J. Brown
Chief Executive Officer

November 1, 2018

Exhibit

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Rick L. Weller
Rick L. Weller
Chief Financial Officer

November 1, 2018