AMENDMENT NO. 1

EXHIBIT 10.1

AMENDMENT NO. 1

     THIS AMENDMENT NO. 1, dated as of April 23, 2008 (this “Amendment”), of that certain Credit Agreement referenced below is by and among Euronet Worldwide, Inc., a Delaware corporation (“EWI”), certain Subsidiaries and Affiliates of EWI identified herein, as Borrowers and Guarantors, Bank of America, N.A., for itself as Administrative Agent for Domestic Loan Obligations and F/X Obligations and on behalf of the requisite Lenders, and Bank of America, N.A., acting through its Mumbai Branch, as Administrative Agent for all India Obligations. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

W I T N E S S E T H

     WHEREAS, multicurrency revolving and institutional term loan facilities have been established in favor of the Borrowers pursuant to the terms of that certain Credit Agreement, dated as of April 4, 2007 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers named therein, the Guarantors named therein, the Lenders identified therein, the Administrative Agent, the Domestic Collateral Agent and the Foreign Collateral Agent;

     WHEREAS, EWI has requested certain amendments, waivers and consents in respect of the Credit Agreement;

     WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Waiver. The Lenders hereby waive any Default or Event of Default that existed from March 31, 2008 to immediately prior to the Amendment No. 1 Effectiveness Date on account of the Credit Parties’ noncompliance with the Consolidated Fixed Charge Coverage Ratio under Section 8.13(d) of the Credit Agreement; provided that the foregoing waiver shall not be deemed to modify or affect the obligations of the Credit Parties to comply with each and every other obligation, covenant, duty, or agreement under the Credit Documents from and after the date hereof. This waiver is a one-time waiver and shall not be construed to be a waiver of or in any way obligate the Lender to waive any other Default or Event of Default that may currently exist or occur hereafter.

     2. Amendments to the Credit Agreement. The Credit Agreement is amended as follows:

     2.1 Amendment of Definitions: Section 1.01 is amended as follows:

     (a) A new definition is added to Section 1.01, which is to read as follows:

     “Amendment No. 1 Effectiveness Date” means April 23, 2008.

     (b) Consolidated EBITDA. A new clause (viii) is added to the definition of “Consolidated EBITDA”, immediately preceding the proviso, which is to read as follows:

     plus (viii) to the extent deducted in the calculation of operating income, charges resulting from the proposed acquisition of MoneyGram International Inc. in an aggregate amount not to exceed $4 million;

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     (c) Consolidated Fixed Charges. In the definition of “Consolidated Fixed Charges”, clause (iii) of the definition of “Consolidated Fixed Charges” is amended and a new clause (iv) is added, which are to read respectively as follows:

     plus (iii) an amount equal to ten percent (10%) of the aggregate principal amount of the Tranche B Term Loan (including as increased pursuant to Section 2.01(e), if applicable) as of the end of the applicable period; minus (iv) interest income received in cash from the Designated Deposit during such period.

     (d) Designated Deposit. The definition of “Designated Deposit” is amended to read as follows:

     “Designated Deposit” means amounts on deposit in one or more designated blocked accounts maintained by EWI or any Domestic Subsidiary with the Administrative Agent containing cash or Cash Equivalents from the proceeds from the issuance of securities pursuant to that certain Securities Purchase Agreement, dated March 8, 2007, by and among EWI and the purchasers identified therein.

     2.2 Investments. In Section 8.02 (Investments), subsection (m) is relabeled as subsection (n), and a new subsection (m) is added, which is to read as follows:

     (m) Investments in the capital stock of MoneyGram International Inc. existing as of the Amendment No. 1 Effectiveness Date; and

     2.3 Restricted Payments. In Section 8.06 (Restricted Payments), subsection (g) is relabeled as subsection (h), and a new subsection (g) is added, which is to read as follows:

     (g) EWI may repurchase Convertible Debentures pursuant to the terms and conditions set forth in the last paragraph of Section 8.10; and

     2.4 Covenants Regarding Convertible Debentures and Other Subordinated Debt. In Section 8.10 (Covenants Regarding Convertible Debentures and Other Subordinated Debt), a new last paragraph is added, which is to read as follows:

     Notwithstanding the foregoing, EWI shall be permitted to redeem, repurchase, retire or acquire, from time to time, Convertible Debentures in an aggregate principal amount of up to $70 million, so long as no Default or Event of Default shall exist immediately before or immediately after giving effect to such redemption, repurchase, retirement or acquisition.

     3. Conditions Precedent. This Amendment shall be effective immediately upon satisfaction of the following conditions:

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

     (b) Legal Opinions. Receipt by the Administrative Agent of favorable legal opinions of counsel for EWI and the other Domestic Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent and the requisite Lenders.

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     (c) Organization Documents, Incumbency, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent:

     (i) copies of the Organization Documents of each Domestic Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Domestic Credit Party to be true and correct as of the date of this Amendment, unless a Responsible Officer of EWI certifies in a certificate that the Organization Documents previously delivered to the Administrative Agent in connection with the Credit Agreement have not been amended, supplemented or otherwise modified and remain in full force and effect as of the date hereof;

     (ii) incumbency certificates identifying the Responsible Officers of the Domestic Credit Parties who are authorized to execute this Amendment and related documents and to act on the Domestic Credit Parties behalf in connection with this Amendment and the Credit Documents, unless a Responsible Officer of EWI certifies in a certificate that the incumbency certificates previously delivered to the Administrative Agent in connection with the Credit Agreement have not been amended, supplemented or otherwise modified and remain in full force and effect as of the date hereof.

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

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

     (d) Receipt by the Administrative Agent of (i) a fee, for the benefit of the Lenders consenting to this Amendment, in an amount equal to one quarter of one percent (0.25%) of the aggregate amount of such consenting Lenders’ loans and commitments under the Credit Agreement and (ii) all other fees and expenses required to be paid on or before the Amendment No. 1 Effectiveness Date.

     4. Effectiveness of Amendment. On and after the date hereof, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. For purposes of clarification, all financial covenant calculations with respect to periods prior to the Amendment No. 1 Effectiveness Date will be made using the financial definitions and covenants as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

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

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

     (b) after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement).

     (c) except as waived in Section 1 of this Amendment, before and after giving effect to this Amendment, no Default or Event of Default shall exist; and

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

     6. 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.

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

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

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

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

[SIGNATURES ON FOLLOWING PAGES]

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

DOMESTIC BORROWERS:		EURONET WORLDWIDE, INC.
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		EVP & CFO
		EURONET PAYMENTS & REMITTANCE, INC.
		By:		/s/Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		Treasurer
		RIA ENVIA, INC.
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO
		CONTINENTAL EXCHANGE SOLUTIONS, INC.
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO
DOMESTIC GUARANTORS:		EURONET WORLDWIDE, INC.
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		EVP & CFO
		EURONET PAYMENTS & REMITTANCE, INC.
		By:		/s/Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		Treasurer

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		EURONET USA, INC.
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Vice President
		PAYSPOT, INC.
		By:		/s/Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		President
		RIA ENVIA, INC.
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO
		CONTINENTAL EXCHANGE SOLUTIONS, INC.
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO
		RIA TELECOMMUNICATIONS OF NEW YORK, INC.
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO
F/X BORROWERS:		EFT SERVICES HOLDINGS BV
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Executive Vice President, Euronet Worldwide, Inc.
		DELTA EURONET GmbH
		By:		/s/ X. Xxxxx
		Name:		X. Xxxxx
		Title:		Managing Director

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		E-PAY HOLDINGS LTD
		By: Name:		/s/ Xxxx Xxxxxx Xxxx Xxxxxx
		Title:		Director
F/X GUARANTORS:		EFT SERVICES HOLDINGS BV
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Executive Vice President, Euronet Worldwide, Inc.
		DELTA EURONET GmbH
		By:		/s/ X. Xxxxx
		Name:		X. Xxxxx
		Title:		Managing Director
		E-PAY HOLDINGS LTD
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Director
		RIA FINANCIAL SERVICES AUSTRALIA PTY LTD
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President & CEO
		E-PAY AUSTRALIA PTY LIMITED
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Managing Director
		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Director

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		E-PAY AUSTRALIA HOLDINGS PTY LTD
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Managing Director
		EURONET SERVICES GmbH
		By:		/s/ X. Xxxxx
		Name:		X. Xxxxx
		Title:		Managing Director
		RIA ENVIA FINANCIAL SERVICES GmbH
		By:		/s/ Wolf-Xxxxxx Xxxxxxx
		Name:		Wolf-Xxxxxx Xxxxxxx
		Title:		Managing Director
		TRANSACT ELEKTRONISCHE ZAHLUNGSSYSTEME GmbH
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Managing Director
		EURONET BANKTECHNIKAI SZOLGÁLTATÓ KORLÁTOLT FELELÕSSÉGŰ TÁRSASÁG
		By:		/s/ Xxxxx Schalkhammer
		Name:		Xxxxx Schalkhammer
		Title:		Country Manager/General Manager
		EURONET ADMINISZTRÁCIÓS SZOLGÁLTATÓ KORLÁTOLT FELELÕSSÉGŰ TÁRSASÁG
		By:		/s/ Xxxxx Xxxxxx-Xxxxx
		Name:		Xxxxx Xxxxxx-Xxxxx
		Title:		EMEA Finance Director/
		Managing Director Admin.

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		EURONET PAY & TRANSACTION SERVICES S.R.L.
		By: Name:		/s/ Xxxxxxxx Xx Xxxxx Xxxxxxxx Xx Xxxxx
		Title:		Managing Director
		E-PAY NEW ZEALAND LIMITED
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Managing Director
		EURONET TELERECARGA, S.L. SOCIEDAD UNIPERSONAL
		By:		/s/ Lars Oro
		Name:		Lars Oro
		Title:		Sole Administrator
		E-PAY LIMITED
		By:		/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Director
		RIA FINANCIAL SERVICES LIMITED
		By:		/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Country Manger
		OMEGA LOGIC LIMITED
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Director

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		EURONET ESSENTIS LIMITED
		By: Name:		/s/ A.S. Xxxxx A.S. Xxxxx
		Title:		Chief Operating Officer
		ENVIA TELECOMUNICACIONES, S.A.
		By:		/s/ Lars Oro
		Name:		Lars Oro
		Title:		Sole Administrator
		EURONET BUSINESS HOLDINGS S.L.
		By:		/s/ Lars Oro
		Name:		Lars Oro
		Title:		Sole Administrator
		RIA SPAIN HOLDINGS, S.L.
		By:		/s/ Lars Oro
		Name:		Lars Oro
		Title:		Sole Administrator
		BANKOMAT 24/EURONET SP.Z.O.O.
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		President
INDIA BORROWER:		EURONET SERVICES INDIA PVT LTD.
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Director

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

ADMINISTRATIVE AGENT (FOR DOMESTIC LOAN
OBLIGATIONS AND F/X OBLIGATIONS):		BANK OF AMERICA, N.A., as Administrative Agent
		By: Name:		/s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx
		Title:		Vice President

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

ADMINISTRATIVE AGENT
(FOR INDIA OBLIGATIONS):		BANK OF AMERICA, N.A., acting through its Mumbai Branch, as Administrative Agent for all India related credit facilities
		By:		/s/ Rohit Midma
		Name:		Rohit Midma
		Title:		Vice President
LENDERS:		BANK OF AMERICA, N.A., as Domestic L/C Issuer, F/X L/C Issuer, Domestic Swingline Lender and as a Lender
		By: Name:		/s/ Xxxxxxx X. Xxxxxx Xxxxxxx X.Xxxxxx
		Title:		Vice President
		AIB DEBT MANAGEMENT LIMITED
		By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Senior Vice President
		AMERICAN INTERNATIONAL GROUP, INC.
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Vice President
		ATLANTIS FUNDING LTD.
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Authorized Signatory
		CIFC FUNDING 2007-III, LTD.
		By:		/s/ Xxxx X. Xxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxx
		Title:		General Counsel

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		PRUDENTIAL INVESTMENT MANAGEMENT, INC.
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President
		EAGLE MASTER FUND LTD.
		By:		/s/ Xxxxxx X’Xxxxx
		Name: Xxxxxx X’Xxxxx
		Title: Vice President
		GALAXY VIII CLO, LTD.
		AIG Global Investment Corp as Collateral Manager
		By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President
		GALAXY IV CLO, LTD.
		AIG Global Investment Corp as Collateral Manager
		By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President
		XXXXXXX SACHS ASSET MANAGEMENT, CLO
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx
		Title: Authorized Signatory
		GULF STREAM-COMPASS CLO 2007-1 LTD.
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		MOUNTAIN CAPITAL CLO III, LTD
		By:		/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Director
		MOUNTAIN CAPITAL CLO VI, LTD
		By:		/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Director
		OCTAGON INVESTMENT PARTNERS V, LTD.
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Executive Managing Member
		OCTAGON INVESTMENT PARTNERS VI, LTD.
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Executive Managing Member
		OCTAGON INVESTMENT PARTNERS XI, LTD.
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Executive Managing Member
		REGATTA FUNDING LTD.
		By:		/s/ Xxxxxx X’Xxxxx
		Name: Xxxxxx X’Xxxxx
		Title: Vice President
		ROSEDALE CLO II LTD.
		By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Sr. Credit Analyst

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		SATURN CLO, LTD.
		By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President
		MC FUNDING LTD, AS LENDER
		Monroe Capital Management LLC, as Collateral Manager
		By:		/s/ Xxxxxx XxxXxxXxxx
		Name: Xxxxxx XxxXxxXxxx
		Title: SVP
		THE SUMITOMO TRUST & BANKING CO., LTD.
		By:		/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Vice President
		US BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Vice President
		BANK OF AMERICA, N.A., acting through its Mumbai Branch, as India Revolving Lender and India L/C Issuer
		By:		/s/ Rohit Midma
		Name: Rohit Midma
		Title: Vice President
		BANK OF KANSAS CITY, N.A.
		By:		/s/Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		CALIFORNIA BANK & TRUST, A CALIFORNIA BANKING CORPORATION
		By:		/s/ Xxxxxx St. Geme
		Name: Xxxxxx St. Geme
		Title: Vice President
		CITIBANK, N.A.
		By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President
		XXXXXXXXXX BANK, A DIVISION OF LOS PADRES BANK
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: SVP
		KINGSLAND V, LTD.
		By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Officer
		XXXXXX XVIII LEVERAGED LOAN 2007 LTD.
		Prudential Investment Management, Inc. as Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: XX
		XXXXXX XI – LEVERAGED LOAN CDO 2006
		Prudential Investment Management, Inc. as Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: VP

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1

		KEYBANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxx X. Wild
		Name: Xxxxx X. Wild
		Title: Vice President
		LLOYDS TSB BANK PLC
		By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Director
		By:		/s/ Xxxxxx Xxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxx
		Title: Associate Director
		NATIONAL CITY BANK
		By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President
		GENERAL ELECTRIC CAPITAL CORPORATION
		By:		/s/ Bond Xxxxxxxx
		Name: Bond Xxxxxxxx
		Title: Duly Authorized Signatory

EURONET WORLDWIDE, INC.
AMENDMENT NO. 1