EXHIBIT 10.2
Third Amendment to Revolving Credit Agreement
This Third Amendment to Revolving Credit Agreement ("Amendment") is made as
of January 31, 2002 by and among Euronet Worldwide, Inc., a Delaware corporation
(the "Borrower"); DST Systems, Inc., a Delaware corporation ("DST"); Hungarian
American Enterprise Fund, a Delaware corporation ("HAEF"); and Xxxxxxx X. Xxxxx
("Xx. Xxxxx"). DST, HAEF and Xx. Xxxxx are sometimes collectively referred to as
the "Lenders" and individually as a "Lender." The Borrower and the Lenders are
sometimes referred to collectively herein as the "Parties"
Recitals
The Borrower and the Lenders entered into a Revolving Credit Agreement
dated as of June 28, 2000 (as amended to the date hereof, the "Credit
Agreement");
The Borrower and the Lenders wish to modify the terms of the Credit
Agreement;
Now therefore, in consideration of the mutual covenants herein contained, the
Parties agree as follows:
1. Amendments to Credit Agreement
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1.1 Unless otherwise provided herein, capitalized terms that are not defined
herein shall have the meanings set forth in the Credit Agreement.
1.2 The following proviso and sentences is added at the end of the last
sentence of Section 12.1, to be effective from and after the date of
execution of the Credit Agreement:
"... ; provided, however, that the Exercise Price of the Warrants issued to
Xxxxxxx X. Xxxxx, one of the Lenders, shall not be less than the market
price of the shares on the date issuance of Warrants is required by this
Agreement or any other Loan Document. The difference, if any, between
(i) the aggregate Exercise Price for each tranche of Warrants issued to
Xx. Xxxxx, and (ii) the aggregate Exercise Price of such tranche of
Warrants if it had been determined using the Exercise Price applied to the
other Lenders, shall be paid to Xx. Xxxxx in cash."
1.3 Except as provided herein, the terms of the Credit Agreement are ratified
and confirmed.
2. Miscellaneous
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2.1 The Parties agree that this Amendment shall be considered a "Loan Document"
and that the interpretive provisions of the Credit Agreement relating to
Loan Documents shall apply to this Amendment, including, without
limitation, Section 8.11 (Choice of Law) and Section 8.12 (Consent to
Jurisdiction).
In witness whereof the Parties have executed this Amendment on the date first
above written.
The Borrower:
Euronet Worldwide, Inc.
By:
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The Lenders:
DST Systems, Inc.
By:
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Hungarian American Enterprise Fund
By:
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Xx. Xxxxxxxx X. Xxxxxxxxx
President
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Xx. Xxxxxxx X. Xxxxx
