EX-10.1
2
commitmentincreaseagreemen.htm
COMMITMENT INCREASE AGREEMENT
COMMITMENT INCREASE AGREEMENT
THIS COMMITMENT INCREASE AGREEMENT dated as of October 11, 2012 (this “Agreement”) by and among EURONET WORLDWIDE, INC., a Delaware corporation (“EWI”), and the Subsidiaries and Affiliates identified on the signature pages, as Borrowers under the Master Revolving Commitments, the Guarantors identified on the signature pages, the Incremental Commitment Lenders identified on the signature pages, and BANK OF AMERICA, N.A., as Administrative Agent.
W I T N E S S E T H
WHEREAS, a $355 million revolving credit and term loan credit facility was established pursuant to that Amended and Restated Credit Agreement dated as of August 18, 2011 (as amended and modified, the “Credit Agreement”) among EWI and certain subsidiaries identified therein, as Borrowers, the subsidiaries and affiliates identified therein, as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent;
WHEREAS, EWI has requested the establishment of additional commitments under the Master Revolving Commitments, and the Revolving Commitments thereunder, as “Incremental Credit Facilities” pursuant to the “accordion” provisions of Section 2.01(f) therein;
WHEREAS, the Lenders party to this Agreement have agreed to provide the Incremental Credit Facilities on the terms and conditions provided herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. Section references are to sections and subsections in the Credit Agreement.
Section 2. Establishment of Incremental Credit Facilities. Subject to the terms and conditions provided herein, the following Incremental Facilities are hereby established and the Credit Agreement is modified in the following respects.
2.1 Increase in Master Revolving Commitments and Revolving Commitments Thereunder. The Master Revolving Commitments which include the Australian Revolving Commitments, the USD Revolving Commitments and the European Revolving Commitments, are increased under Section 2.01(f) as shown below:
|
| | | | |
|
|
| Before Giving Effect to Increase
| Amount of Increase
| After Giving Effect to Increase
|
| Master Revolving Commitments
| $265,000,000
| $125,000,000
| $390,000,000
|
| USD Revolving Commitments
| $265,000,000
| $125,000,000
| $390,000,000
|
| European Revolving Commitments
| $257,500,000
| $125,000,000
| $382,500,000
|
| Australian Revolving Commitments
| $242,500,000
| $122,500,000
| $365,000,000
|
Schedule 2.01 (Lenders and Commitments) is amended to reflect establishment of the incremental commitments as attached.
The India Revolving Commitments which are not part of the Master Revolving Commitments are not affected by this Agreement.
2.2 In Section 1.01 (Defined Terms) the following terms are added or amended and modified as follows:
“Aggregate Master Revolving Committed Amount” means an amount equal to the Aggregate USD Revolving Committed Amount. The Aggregate Master Revolving Committed Amount on the Modification Effective Date is Three Hundred Ninety Million Dollars ($390,000,000).
“Modification Effective Date” means the date of the Commitment Increase Agreement dated as of October __, 2012.
2.3 The following defined terms are also amended and modified as follows:
The “Aggregate USD Revolving Committed Amount” as referenced and defined in Section 2.01(a)(i) is increased by One Hundred Twenty-Five Million Dollars ($125,000,000) from “Two Hundred Sixty-Five Million Dollars ($265,000,000)” to “Three Hundred NINETY Million Dollars ($390,000,000)”.
The “Aggregate European Revolving Committed Amount” as referenced and defined in Section 2.01(b)(i) is increased by One Hundred Twenty-Five Million Dollars ($125,000,000) from “Two Hundred FIFTY-SEVEN Million FIVE HUNDRED THOUSAND Dollars ($257,500,000)” to “Three Hundred EIGHTY-TWO Million FIVE HUNDRED THOUSAND Dollars ($382,500,000)”.
The “Aggregate Australian Revolving Committed Amount” as referenced and defined in Section 2.01(c)(i) is increased by One Hundred Twenty-Two Million Five Hundred Thousand Dollars ($122,500,000) from “Two Hundred forty-two Million FIVE HUNDRED THOUSAND Dollars ($242,500,000)” to “Three Hundred SIXTY-FIVE Million Dollars ($365,000,000)”.
2.4 After giving effect to this Agreement and establishment of the incremental commitments hereunder, the aggregate amount of incremental loans and commitments that may be established under Section 2.01(f)(i) will be reduced by One Hundred Twenty-Five Million Dollars ($125,000,000) from Two Hundred Five Million Dollars ($205,000,000) to Eighty Million Dollars ($80,000,000).
Section 3. Representations and Warranties. Each of the Credit Parties hereby represents and warrants that:
3.1 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;
3.2 It has executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by Debtor Relief Laws and subject to equitable principles.
3.3 As of the date hereof, (i) the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects, except (i) to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (ii) that for purposes hereof, the representations and warranties in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent annual audited and company-prepared quarterly financial statements furnished pursuant to Section 7.01(a) and (b); and
3.4 No Default or Event of Default exists immediately before, or will exist immediately after, giving effect to this Agreement and the establishment of the incremental commitments hereunder on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the Commitments, including the incremental commitments established hereby, are fully drawn and funded).
Section 4. Acknowledgment, Reaffirmation and Confirmation.
4.1 Each of the Guarantors acknowledges and consents to the terms and conditions of this Agreement, affirms its guaranty obligations under the Credit Agreement and other Credit Documents (including separate guaranty and indemnity agreements given), as amended and modified hereby, including the incremental loans and commitments established hereby. Nothing contained herein or in any related documents will operate to reduce or discharge any of the obligations of the Guarantors under the Credit Agreement and other Credit Documents (including separate guaranty and indemnity agreements given).
4.2 Each of the Credit Parties (i) reaffirms the Liens and security interests under the Collateral Documents and other Credit Documents, including, but not limited to, in particular the registered pledges established under Polish law; (ii) agrees that nothing contained herein or in any related documents will operate to impair or adversely affect the Liens and security interests thereunder as security for the Obligations under the Credit Agreement and the other Credit Documents (including separate guaranty and indemnity agreements given), as amended and modified hereby; and (iii) confirms that the establishment and provision of the Incremental Facilities was expressly contemplated by and within the general purview of the Credit Agreement and the other Credit Documents.
4.3 EFT Services Holding BV affirms all of its obligations under the parallel debt agreement dated 11 November, 2011.
Section 5. Establishment of Incremental Commitments by the Lenders.
5.1 The Lenders providing incremental commitments hereunder (the “Incremental Commitment Lenders”) acknowledge and agree to an increase in their respective commitments as shown on Schedule 2.01, as revised and attached hereto.
5.2 Each of the Incremental Commitment Lenders that were not already Lenders under the Credit Agreement prior to giving effect to this Agreement hereby represents and warrants, and acknowledges and agrees 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 to become a Lender under the Credit Agreement and that the Credit Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by Debtor Relief Laws and subject to equitable principles , (ii) it meets all of the requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Modification Effective Date, it shall be bound by the terms of the Credit Agreement as a Lender with all of the rights and benefits and all of the obligations of a Lender thereunder with the loans and commitments shown, (iv) it has received a copy of the Credit Agreement, as modified and amended, together with copies of the most recent financial statements available under Section 7.01(a) and (b) thereunder and such other documents and such other information as it has deemed appropriate to make its own credit decision to enter into this Agreement, and based on such information, has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, it has duly completed and delivered to the Administrative Agent and the Borrowers all forms and documentation required.
Section 6. Conditions Precedent. The effectiveness of this Agreement is subject to satisfaction of all of the following conditions precedent, each in form and substance satisfactory to the Administrative Agent and the Incremental Commitment Lenders:
6.1 Receipt by the Administrative Agent of fully executed copies of this Agreement and promissory notes for the Incremental Commitment Lenders.
6.2 Receipt of opinions of counsel for the Borrowers and for the Guarantors party hereto which are organized in the same jurisdiction as one of the Borrowers, including, among other things, organization and existence, due authorization, execution, delivery and enforceability of this Agreement.
6.3 Receipt of certificates of responsible officers or directors (as appropriate based on the applicable jurisdiction of organization) of the Borrowers and Guarantors hereunder (i) attaching copies of the Organization Documents certified by a secretary or assistant secretary to be true and correct as of the date hereof (or, if such Organization Documents have not been amended, modified or supplemented since such Organization Documents were delivered to the Administrative Agent in connection with the closing of the Credit Agreement, certifying that such Organization Documents have not been amended, modified or supplemented since such delivery and remain true, correct and complete and in full force and effect as of the date hereof), (ii) attaching copies of the resolutions of its board of directors or managers (or analogous governing body) approving and adopting the transactions contemplated by this Agreement, and authorizing the execution and delivery thereof (which in each case may be included in the resolutions approving the Credit Agreement and the transactions contemplated thereby), certified by a secretary or assistant secretary to be true and correct as of the date hereof; (iii) attaching an incumbency certification identifying the responsible officers that are authorized to execute this Agreement and related documents and to act on their behalf in connection with this Agreement and the Credit Documents, and (iv) in the certificate given by EWI, confirming that no Default or Event of Default shall exist immediately before or immediately after giving effect to this Agreement and the establishment of the incremental commitment hereunder and demonstrating compliance with the financial covenants after giving effect to this Agreement and the establishment of the incremental commitments hereunder on a Pro Forma Basis (assuming for purposes hereof that the entire amount of the commitments, including the incremental commitments established hereby, are fully drawn and funded)
6.4 Payment of fees owing in connection with this Agreement, including upfront fees payable to the Incremental Commitment Lenders and fees and expenses of counsel for the Administrative Agent and the Lenders.
For purposes of determining compliance with the conditions provided herein, each Incremental Commitment Lender shall be deemed to have consented to, approved or accepted, and to have been satisfied with, each document, delivery and other requirement hereunder, unless the Administrative Agent shall have received notice to the contrary prior to the effective date of this Agreement.
Section 7. Break-Funding Indemnity. The Borrowers acknowledge that upon the effectiveness of this Agreement and the establishment of incremental commitments hereunder, the commitment percentages of the Lenders in the respective credit facilities will change and a break-funding event may occur as to existing Fixed Rate LIBOR Rate Loans thereunder entitling the Lenders to compensation under Section 3.05 of the Credit Agreement depending on circumstances. Further, in the event the Borrowers should submit a Borrowing notice for Fixed LIBOR Rate Loans in the credit facilities as to which the incremental commitments established hereby shall relate prior to the effective date of this Agreement and in anticipation of closing and funding on or after the effective date of this Agreement, the Borrowers acknowledge and agree that in the event this Agreement shall not have become effective by the date for the Borrowing in the notice, then the Lenders (including the Incremental Commitment Lenders) may be entitled to compensation under Section 3.05 of the Credit Agreement depending on circumstances for the entire amount of the requested Fixed LIBOR Rate Loans (including the portion, if any, that was to be made under the incremental commitments established hereby).
Section 8. Full Force and Effect. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.
Section 9. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, and local counsel to the Administrative Agent in the various jurisdictions where the Credit Parties are located.
Section 10. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Agreement by facsimile shall be effective as such party's original executed counterpart.
Section 11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of
New York applicable to agreements made and to be performed entirely within such state; provided that the Administrative Agent and the Lenders shall retain all rights arising under federal law.
[Remainder of page intentionally left blank]
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
DOMESTIC BORROWERS: Euronet Worldwide, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Continental Exchange Solutions, inc.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
RIA Envia, Inc.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
DOMESTIC GUARANTORS: Euronet Worldwide, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Continental Exchange Solutions, inc.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
EURONET USA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Payspot, Inc.
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: President
RIA Envia, Inc.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
FOREIGN BORROWERS: EFT Services Holding BV
By: /s/ Xxxxx Xxx Xxxxxxxxxx
Name: Xxxxx Xxx Xxxxxxxxxx
Title: Director A
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director B
Delta Euronet GmbH
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Executive Vice President
E-PAY Australia Holdings pty. ltd.
ABN 74 000 000 000
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Attorney, authorized under Power of Attorney
e-Pay Holdings LTD
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
RIA NETHERLANDS HOLDING B.V.
By: /s/ Xxxxx Xxx Xxxxxxxxxx
Name: Xxxxx Xxx Xxxxxxxxxx
Title: Attorney, individually authorized under Power
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
| |
| FOREIGN GUARANTORS:
| E-PAY AUSTRALIA HOLDINGS PTY LTD ABN 74 000 000 000
|
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
E-PAY AUSTRALIA PTY LTD.
ABN 71 093 566 057
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
RIA FINANCIAL SERVICES AUSTRALIA PTY LTD ABN 43 114 423 782
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Attorney, authorized under Power of Attorney
RIA TELECOMMUNICATIONS OF CANADA INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer
TRANSACT ELEKTRONISCHE ZAHLUNGSSYTEME GMBH
By: /s/ Xx. Xxxxxx Xxxxxxxx
Name: Xx. Xxxxxx Xxxxxxxx
Title: Managing Director
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
RIA ENVIA FINANCIAL SERVICES GMBH
By: /s/ Xxxxxxx Barofke
Name: Xxxxxxx Barofke
Title: Managing Director
CADOOZ HOLDING GMBH
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director
CADOOZ REWARDS GMBH
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
CADOOZ AG
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director
EURONET BANKTECHNIKAI SZOLGÁLTATÓ KORLÁTOLT FELELÕSSÉGÛ TÁRSASÁG
By: /s/ Xxxxx Schalkhammer
Name: Xxxxx Schalkhammer
Title: Managing Director
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
EURONET SERVICES KORLÁTOLT FELELÕSSÉGÛ TÁRSASÁG
By: /s/ Xxxxx Xxxxxx-Xxxxx
Name: Xxxxx Xxxxxx-Xxxxx
Title: Managing Director
EURONET PAY & TRANSACTION SERVICES S.R.L.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
RIA ITALIA SRL
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
:
RIA NETHERLANDS HOLDING B.V.
By: /s/ Xxxxx Xxx Xxxxxxxxxx
Name: Xxxxx Xxx Xxxxxxxxxx
EFT SERVICES HOLDING BV
By: /s/ Xxxxx Xxx Xxxxxxxxxx
Name: Andre Van Daatsclaar
Title: Director A
By: /s/ Xxxxxxx Xxxxxxx
Name: Desmond Alosta
Title: Director B
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
E-PAY NEW ZEALAND LIMITED
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: President
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
EURONET POLSKA SP. Z.O.O. (formerly known as BANKOMAT 24/EURONET SP. Z.O.O.)
By: /s/ Xxxxx Szafirski
Name: Markek Szafirski
Title: President of the Board
EURONET TELERECARGA, S.L., SOCIEDAD UNIPERSONAL
By: /s/ Xxxxx Xxxxxxx Xxxx
Name: Xxxxx Xxxxxxx Xxxx
Title: Director
EURONET BUSINESS HOLDINGS S.L.
By: /s/ Xxxxx Xxxxxxx Xxxx
Name: Xxxxx Xxxxxxx Xxxx
Title: Director
DELTA EURONET GmbH
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Executive Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
RIA SPAIN HOLDINGS, S.L.
By: /s/ Sebastian Plubins
Name: Sebastian Plubins
Title: Director
RIA PAYMENT INSTITUTION EP, S.A.
By: /s/ Sebastian Plubins
Name: Sebastian Plubins
Title: Director
E-PAY LIMITED
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
RIA Financial Services Limited
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Director
E-PAY HOLDINGS LIMITED
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
TELECOMNET, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
India Borrower: Euronet services India PVT LTD.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
Administrative Agent
(For MASTER REVOLVING
Loan OBLIGATIONS AND
TERM LOAN A): BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
INCREMENTAL COMMITMENT
| |
| LENDERS:
| REGIONS BANK, as an Incremental Commitment Lender
|
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Vice President
FIFTH THIRD BANK,
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA, N.A,
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx XxXxxxxx
Name: Xxxxxx XxXxxxxx
Title: Vice President
BANK OF MONTREAL - LONDON BRANCH
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Director
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Director
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
BMO XXXXXX BANK N.A.
By: /s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
BOKF, NA (The Bank of KANSAS CiTY)
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Officer
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
COMMITMENT INCREASE AGREEMENT
EURONET WORLDWIDE, INC.
|
| | | | | | | | | | | | | | | | | | | | |
| Schedule 2.01
| Master Revolving Commitments Before Giving Effect to Increase
|
|
|
|
|
|
|
|
|
|
|
| Euronet Worldwide, Inc.
| USD Revolving
|
| European Revolving
|
| Australian Revolving
|
| Master Revolving
|
|
|
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
|
| Bank of America, N.A.
| $
| 50,000,000.00
|
| 18.87
| %
| $
| 50,000,000.00
|
| 19.42
| %
| $
| 50,000,000.00
|
| 20.62
| %
| $
| 50,000,000.00
|
| 18.87
| %
|
| U.S. Bank National Association
| 46,000,000.00
|
| 17.36
| %
| 46,000,000.00
|
| 17.86
| %
| 46,000,000.00
|
| 18.97
| %
| 46,000,000.00
|
| 17.36
| %
|
| BMO Xxxxxx Bank N.A.
| 38,500,000.00
|
| 14.53
| %
|
|
|
|
| 38,500,000.00
|
| 14.53
| %
|
| Bank of Montreal - London
|
|
| 38,500,000.00
|
| 14.95
| %
| 38,500,000.00
|
| 15.88
| %
|
|
|
| Xxxxx Fargo Bank, N.A.
| 19,500,000.00
|
| 7.36
| %
| 19,500,000.00
|
| 7.57
| %
| 19,500,000.00
|
| 8.04
| %
| 19,500,000.00
|
| 7.36
| %
|
| Compass Bank
| 38,500,000.00
|
| 14.53
| %
| 38,500,000.00
|
| 14.95
| %
| 38,500,000.00
|
| 15.88
| %
| 38,500,000.00
|
| 14.53
| %
|
| KeyBank National Association
| 30,500,000.00
|
| 11.51
| %
| 30,500,000.00
|
| 11.84
| %
| 30,500,000.00
|
| 12.58
| %
| 30,500,000.00
|
| 11.51
| %
|
| Regions Bank
|
|
|
|
|
|
|
|
|
| Fifth Third Bank
|
|
|
|
|
|
|
|
|
| Lloyds Bank
| 19,500,000.00
|
| 7.36
| %
| 19,500,000.00
|
| 7.57
| %
| 19,500,000.00
|
| 8.04
| %
| 19,500,000.00
|
| 7.36
| %
|
| BOKF, NA (dba Bank of Kansas City)
| 15,000,000.00
|
| 5.66
| %
| 15,000,000.00
|
| 5.83
| %
|
|
| 15,000,000.00
|
| 5.66
| %
|
| Citizens Bank & Trust Co.
| 7,500,000.00
|
| 2.83
| %
|
|
|
|
| 7,500,000.00
|
| 2.83
| %
|
|
| $
| 265,000,000.00
|
| 100
| %
| $
| 257,500,000.00
|
| 100
| %
| $
| 242,500,000.00
|
| 100
| %
| $
| 265,000,000.00
|
| 100
| %
|
|
|
|
|
|
|
|
|
|
|
|
| Increase in Commitments under Master Revolving Commitments
|
|
| USD Revolving
|
| European Revolving
|
| Australian Revolving
|
| Master Revolving
|
|
|
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
|
| Bank of America, N.A.
| $
| 17,500,000.00
|
| 14
| %
| $
| 17,500,000.00
|
| 14
| %
| $
| 17,500,000.00
|
| 14.29
| %
| $
| 17,500,000.00
|
| 14
| %
|
| U.S. Bank National Association
| 5,000,000.00
|
| 4
| %
| 5,000,000.00
|
| 4
| %
| 5,000,000.00
|
| 4.08
| %
| 5,000,000.00
|
| 4
| %
|
| BMO Xxxxxx Bank N.A.
| 10,000,000.00
|
| 8
| %
|
|
|
|
| 10,000,000.00
|
| 8
| %
|
| Bank of Montreal - London
|
|
| 10,000,000.00
|
| 8
| %
| 10,000,000.00
|
| 8.16
| %
|
|
|
| Xxxxx Fargo Bank, N.A.
| 25,000,000.00
|
| 20
| %
| 25,000,000.00
|
| 20
| %
| 25,000,000.00
|
| 20.41
| %
| 25,000,000.00
|
| 20
| %
|
| Compass Bank
|
|
|
|
|
|
|
|
|
| KeyBank National Association
| 5,000,000.00
|
| 4
| %
| 5,000,000.00
|
| 4
| %
| 5,000,000.00
|
| 4.08
| %
| 5,000,000.00
|
| 4
| %
|
| Regions Bank
| 35,000,000.00
|
| 28
| %
| 35,000,000.00
|
| 28
| %
| 35,000,000.00
|
| 28.57
| %
| 35,000,000.00
|
| 28
| %
|
| Fifth Third Bank
| 25,000,000.00
|
| 20
| %
| 25,000,000.00
|
| 20
| %
| 25,000,000.00
|
| 20.41
| %
| 25,000,000.00
|
| 20
| %
|
| Lloyds Bank
|
|
|
|
|
|
|
|
|
| BOKF, NA (dba Bank of Kansas City)
| 2,500,000.00
|
| 2
| %
| 2,500,000.00
|
| 2
| %
|
|
| 2,500,000.00
|
| 2
| %
|
| Citizens Bank & Trust Co.
|
|
|
|
|
|
|
|
|
|
| $
| 125,000,000.00
|
| 100
| %
| $
| 125,000,000.00
|
| 100
| %
| $
| 122,500,000.00
|
| 100
| %
| $
| 125,000,000.00
|
| 100
| %
|
|
| | | | | | | | | | | | | | | | | | | | |
|
| Master Revolving Commitments After Giving Effect to Increase
|
|
| USD Revolving
|
| European Revolving
|
| Australian Revolving
|
| Master Revolving
|
|
|
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
|
| Bank of America, N.A.
| $
| 67,500,000.00
|
| 17.31
| %
| $
| 67,500,000.00
|
| 17.65
| %
| $
| 67,500,000.00
|
| 18.49
| %
| $
| 67,500,000.00
|
| 17.31
| %
|
| U.S. Bank National Association
| 51,000,000.00
|
| 13.08
| %
| 51,000,000.00
|
| 13.33
| %
| 51,000,000.00
|
| 13.97
| %
| 51,000,000.00
|
| 13.08
| %
|
| BMO Xxxxxx Bank N.A.
| 48,500,000.00
|
| 12.44
| %
| —
|
|
| —
|
|
| 48,500,000.00
|
| 12.44
| %
|
| Bank of Montreal - London
| —
|
|
| 48,500,000.00
|
| 12.68
| %
| 48,500,000.00
|
| 13.29
| %
| —
|
|
|
| Xxxxx Fargo Bank, N.A.
| 44,500,000.00
|
| 11.41
| %
| 44,500,000.00
|
| 11.63
| %
| 44,500,000.00
|
| 12.19
| %
| 44,500,000.00
|
| 11.41
| %
|
| Compass Bank
| 38,500,000.00
|
| 9.87
| %
| 38,500,000.00
|
| 10.07
| %
| 38,500,000.00
|
| 10.55
| %
| 38,500,000.00
|
| 9.87
| %
|
| KeyBank National Association
| 35,500,000.00
|
| 9.1
| %
| 35,500,000.00
|
| 9.28
| %
| 35,500,000.00
|
| 9.73
| %
| 35,500,000.00
|
| 9.1
| %
|
| Regions Bank
| 35,000,000.00
|
| 8.97
| %
| 35,000,000.00
|
| 9.15
| %
| 35,000,000.00
|
| 9.59
| %
| 35,000,000.00
|
| 8.97
| %
|
| Fifth Third Bank
| 25,000,000.00
|
| 6.41
| %
| 25,000,000.00
|
| 6.54
| %
| 25,000,000.00
|
| 6.85
| %
| 25,000,000.00
|
| 6.41
| %
|
| Lloyds Bank
| 19,500,000.00
|
| 5
| %
| 19,500,000.00
|
| 5.1
| %
| 19,500,000.00
|
| 5.34
| %
| 19,500,000.00
|
| 5
| %
|
| BOKF, NA (dba Bank of Kansas City)
| 17,500,000.00
|
| 4.49
| %
| 17,500,000.00
|
| 4.58
| %
| —
|
|
| 17,500,000.00
|
| 4.49
| %
|
| Citizens Bank & Trust Co.
| 7,500,000.00
|
| 1.92
| %
| —
|
|
| —
|
|
| 7,500,000.00
|
| 1.92
| %
|
|
| $
| 390,000,000.00
|
| 100
| %
| $
| 382,500,000.00
|
| 100
| %
| $
| 365,000,000.00
|
| 100
| %
| $
| 390,000,000.00
|
| 100
| %
|
|
|
|
|
|
|
|
|
|
|
| Schedule 2.01
|
|
|
|
|
|
|
|
|
| Lenders and Commitments
|
|
|
|
|
|
|
|
|
| Euronet - After Giving Effect to Establishment of Incremental Revolving Commitment Pursuant to Commitment Increase Agreement dated Oct 11, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USD Revolving
|
| European Revolving
|
| Australian Revolving
|
| Master Revolving
|
|
|
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
| Commitments
| Percent
|
| Bank of America, N.A.
| $
| 67,500,000.00
|
| 17.31
| %
| $
| 67,500,000.00
|
| 17.65
| %
| $
| 67,500,000.00
|
| 18.49
| %
| $
| 67,500,000.00
|
| 17.31
| %
|
| U.S. Bank National Association
| 51,000,000.00
|
| 13.08
| %
| 51,000,000.00
|
| 13.33
| %
| 51,000,000.00
|
| 13.97
| %
| $
| 51,000,000.00
|
| 13.08
| %
|
| BMO Xxxxxx Bank N.A.
| 48,500,000.00
|
| 12.44
| %
|
|
|
|
| $
| 48,500,000.00
|
| 12.44
| %
|
| Bank of Montreal - London
|
|
| 48,500,000.00
|
| 12.68
| %
| 48,500,000.00
|
| 13.29
| %
|
|
|
| Xxxxx Fargo Bank, N.A.
| 44,500,000.00
|
| 11.41
| %
| 44,500,000.00
|
| 11.63
| %
| 44,500,000.00
|
| 12.19
| %
| $
| 44,500,000.00
|
| 11.41
| %
|
| Compass Bank
| 38,500,000.00
|
| 9.87
| %
| 38,500,000.00
|
| 10.07
| %
| 38,500,000.00
|
| 10.55
| %
| $
| 38,500,000.00
|
| 9.87
| %
|
| KeyBank National Association
| 35,500,000.00
|
| 9.1
| %
| 35,500,000.00
|
| 9.28
| %
| 35,500,000.00
|
| 9.73
| %
| $
| 35,500,000.00
|
| 9.1
| %
|
| Regions Bank
| 35,000,000.00
|
| 8.97
| %
| 35,000,000.00
|
| 9.15
| %
| 35,000,000.00
|
| 9.59
| %
| $
| 35,000,000.00
|
| 8.97
| %
|
| Fifth Third Bank
| 25,000,000.00
|
| 6.41
| %
| 25,000,000.00
|
| 6.54
| %
| 25,000,000.00
|
| 6.85
| %
| $
| 25,000,000.00
|
| 6.41
| %
|
| Lloyds Bank
| 19,500,000.00
|
| 5
| %
| 19,500,000.00
|
| 5.1
| %
| 19,500,000.00
|
| 5.34
| %
| $
| 19,500,000.00
|
| 5
| %
|
| BOKF, NA (dba Bank of Kansas City)
| 17,500,000.00
|
| 4.49
| %
| 17,500,000.00
|
| 4.58
| %
|
|
| $
| 17,500,000.00
|
| 4.49
| %
|
| Citizens Bank & Trust Co.
| 7,500,000.00
|
| 1.92
| %
|
|
|
|
| $
| 7,500,000.00
|
| 1.92
| %
|
|
| $
| 390,000,000.00
|
| 100
| %
| $
| 382,500,000.00
|
| 100
| %
| $
| 365,000,000.00
|
| 100
| %
| $
| 390,000,000.00
|
| 100
| %
|
|
| | | | | | | | | | | | | | | | | |
|
|
|
|
|
| Original Principal
|
| Principal Amount of
|
|
|
| India Revolving
|
|
|
| Amount of
|
| Term Loan A
|
|
|
| Commitments
| Percent
|
|
| Term Loan A
| Percent
| as of Oct 11, 2012
| Percent
|
| Bank of America, N.A.
| $
| 10,000,000.00
|
| 100
| %
|
|
| $
| 15,000,000.00
|
| 18.75
| %
| —
|
| 18.75
| %
|
| U.S. Bank National Association
|
|
|
|
| 14,000,000.00
|
| 17.5
| %
| —
|
| 17.5
| %
|
| BMO Xxxxxx Bank N.A.
|
|
|
|
| 11,500,000.00
|
| 14.38
| %
| —
|
| 14.38
| %
|
| Bank of Montreal - London
|
|
|
|
|
|
|
|
|
| Xxxxx Fargo Bank, N.A.
|
|
|
|
| 5,500,000.00
|
| 6.88
| %
| —
|
| 6.88
| %
|
| Compass Bank
|
|
|
|
| 11,500,000.00
|
| 14.38
| %
| —
|
| 14.38
| %
|
| KeyBank National Association
|
|
|
|
| 9,500,000.00
|
| 11.88
| %
| —
|
| 11.88
| %
|
| Regions Bank
|
|
|
|
|
|
|
|
|
| Fifth Third Bank
|
|
|
|
|
|
|
|
|
| Lloyds Bank
|
|
|
|
| 5,500,000.00
|
| 6.88
| %
| —
|
| 6.88
| %
|
| BOKF, NA (dba Bank of Kansas City)
|
|
|
|
| 5,000,000.00
|
| 6.25
| %
| —
|
| 6.25
| %
|
| Citizens Bank & Trust Co.
|
|
|
|
| 2,500,000.00
|
| 3.13
| %
| —
|
| 3.13
| %
|
|
| $
| 10,000,000.00
|
| 100
| %
|
|
| $
| 80,000,000.00
|
| 100
| %
| $
| 76,000,000.00
|
| 100
| %
|
