AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") dated as of May 14, 2001, by
and among GLOBAL PAYMENTS INC., a Georgia corporation, as Borrower, the banks and other financial
institutions listed on the signature pages hereof, as Lenders, BANK ONE, NA, a national banking association
having its principal office in Chicago, Illinois, as Administrative Agent, Swing Line Lender and LC Issuer,
SUNTRUST BANK, a Georgia banking corporation, as Documentation Agent, and WACHOVIA BANK,
N.A., a national banking association, as Syndication Agent.
W I T N E S S E T H:
WHEREAS, Borrower, the Lenders, and the Agents are parties to a certain Credit Agreement dated as of
January 31, 2001, as amended by Amendment No. 1 to Credit Agreement dated as of March 20, 2001 (as so
amended, the "Credit Agreement"; capitalized terms used in this Amendment without definition that are defined in
the Credit Agreement shall have the meanings in this Amendment as specified for such capitalized terms in the
WHEREAS, Borrower and Lenders have agreed to amend the Credit Agreement in certain respects as set forth
in this Amendment;
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth
in Section 2 hereof, and effective as of the Effective Date (as hereinafter defined), the Credit Agreement is hereby
amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by adding a new defined term "Amendment No. 2"
and accompanying definition, in appropriate alphabetical order, as follows:
"Amendment No. 2" means the Amendment No. 2 to Credit Agreement dated
as of May 14, 2001, among Borrower, the Lenders, and the Agents.