AMENDMENT NO. 3
AMENDMENT NO. 3 (this “ Amendment ”), dated as of June 21, 2009, to the Amended and Restated Credit
Agreement, dated as of November 19, 2004 (as amended 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.
(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.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Section 1.1 (Defined Terms) . Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) by deleting the following existing defined terms in their entirety and inserting in lieu thereof the following
new defined terms
“ Applicable Margin ”: with respect to (a) any LIBOR Loans, 1.75%, (b) any CIBC Offered Rate Loans, 1.75% and
(c) any Prime Rate Loans, 0.75%.
2. Effectiveness . This Amendment shall become effective on the date on which the Administrative Agent shall have
received the duly executed counterparts to this Amendment from the Borrower, the Administrative Agent and each Lender.
3. Representations and Warranties .
(a) On and as of the date hereof, the Borrower hereby confirms, reaffirms and restates the representations and
warranties set forth in Section 3 of the Credit Agreement mutatis mutandis , except to the extent that such representations
and warranties expressly relate to a specific earlier date in which case the Borrower hereby confirms, reaffirms and restates
such representations and warranties as of such earlier date; and
(b) Since May 31, 2009, there