THIRD AMENDMENT (this “ Amendment ”), dated as of December 10, 2002, to the Credit Agreement, dated as of March
20, 2001 as amended by that First Amendment dated as of May 31, 2001 and as further amended by that Second Amendment
dated as of March 20, 2002 (as otherwise amended or extended from time to time, the “ Credit Agreement ”; capitalized terms
used but not defined herein shall have the respective meanings specified in the Credit Agreement), among Global Payments
Direct, Inc. (formerly known as National Data Payment Systems, Inc.), a New York corporation (the “ Borrower ”), the several
banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”) and Canadian Imperial Bank
of Commerce, as administrative agent (in such capacity, the “ Administrative Agent ”).
W I T N E S S E T H :
WHEREAS, the Borrower, the Administrative Agent and the Lenders have agreed to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein;
WHEREAS, the Borrower, the Administrative Agent and the Lenders have previously agreed to extend the Termination
Date from July 19, 2002 to December 13, 2002;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to the Cover Page of the Credit Agreement . The Cover Page of the Credit Agreement is hereby
amended by replacing the amount “C$140,000,000” with the amount of “C$175,000,000”.
2. Amendments to Section 1.1 (Defined Terms) of the Credit Agreement .
(a) The definition of “ Average Outstanding Loans ” in Section 1.1 of the Credit Agreement is hereby amended by
deleting it in its entirety and inserting in lieu thereof the following definition.
““ Average Net Outstanding Loans ”: for a particular monthly period, the weighted average of the daily outstanding
principal amount of the Total Loans during such calendar month minus the weighted average of the daily outstanding