<PAGE>

                      AMENDMENT NO. 3 TO CREDIT AGREEMENT
                      -----------------------------------


          THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") dated as
                                                          ---------
of July 25, 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, and as amended by
Amendment No. 2 to Credit Agreement dated as of May 14, 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 Credit Agreement);

          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.  Current Amendments to Credit Agreement.  Subject to the
                      --------------------------------------
satisfaction of the conditions precedent set forth in Section 2 hereof, and
effective as of the Amendment No. 3 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 new
          -----------
defined terms "Amendment No. 3", "Amendment No. 3 Current Effective Date",
               ---------------    --------------------------------------
"Amendment No. 3 Prospective Amendments", "Amendment No. 3 Prospective Effective
---------------------------------------    -------------------------------------
Date", "GPS Buy-out", "NBC Acquisition", and "NBC Acquisition Notes" and
----    -----------    ---------------        ---------------------
accompanying definitions, in appropriate alphabetical order, as follows:

          "Amendment No. 3" means the Amendment No. 3 to Credit Agreement dated
           ---------------
     as of July 25, 2001, among Borrower, the Lenders, and the Agents.

          "Amendment No. 3 Current Effective Date" means the date on which all
           --------------------------------------
     conditions to the effectiveness of Amendment No. 3 have been satisfied as
     set forth in Section 2 of Amendment No. 3.
<PAGE>

          "Amendment No. 3 Prospective Amendments" means those amendments to the
           --------------------------------------
     Agreement as set forth in Section 3 of Amendment No. 3, which amendments
     are to take effect on the Amendment No. 3 Prospective Effective Date.

          "Amendment No. 3 Prospective Effective Date" means the date on which
           ------------------------------------------
     all conditions to the effectiveness of the Amendment No. 3 Prospective
     Amendments have been satisfied as provided in Section 4 of Amendment No. 3.

          "GPS Buy-out" means the purchase by the Borrower and/or any wholly
           -----------
     owned Consolidated Subsidiaries of the Borrower of all outstanding limited
     liability company interests and other equity and ownership interests in GPS
     not otherwise owned or held by the Borrower and/or such wholly owned
     Consolidated Subsidiaries, whether such purchase is effected through
     payments in cash or equity securities of the Borrower or any combination
     thereof.

          "NBC Acquisition" means the Acquisition by GP Canada of certain net
           ---------------
     assets owned by National Bank of Canada and used in its Canadian merchant
     acquiring business and terminal lease and maintenance business, in
     accordance with the terms of such Acquisition as provided in that certain
     Asset Purchase Agreement dated as of June 27, 2001, among the Borrower, GP
     Canada, NDPS and National Bank of Canada.

          "NBC Acquisition Notes" means, collectively (i) the promissory note
           ---------------------
     made by GP Canada payable to NDPS in the approximate principal sum of Can.
     $64,200,000 and borrowed by GP Canada from NDPS to effect the NBC
     Acquisition, which promissory note shall be repaid in full not later than
     the next Business Day immediately following the execution and delivery of
     such promissory note at the time the NBC Acquisition is consummated, such
     repayment to be effected through the transfer by GP Canada to NDPS of the
     merchant acquiring business purchased by it from National Bank of Canada
     (excluding the terminal lease and maintenance business acquired by GP
     Canada in the NBC Acquisition), and (ii) the promissory note made by GP
     Canada payable to NDPS in the approximate principal sum of Can. $5,200,000
     and borrowed by GP Canada from NDPS to effect the acquisition by GP Canada
     of the terminal lease and maintenance business in the NBC Acquisition,
     which promissory note is repayable on demand with interest payable monthly.

     (b)  Section 1.1 of the Credit Agreement is hereby further amended by
          -----------
deleting the defined term "NDPS" and accompanying definition and substituting in
                           ----
lieu thereof the following defined term and accompanying definition:

          "NDPS" means Global Payments Direct, Inc. (formerly known as National
           ----
     Data Payment Systems, Inc.), a New York corporation, and its successors and
     permitted assigns.

     (c)  Section 5.3(a) of the Credit Agreement is hereby amended by adding a
          --------------
new sentence at the end of said Section 5.3(a) as follows:
                                --------------

                                      -2-
<PAGE>

     Notwithstanding the foregoing, the Borrower shall not be required to cause
     NDPS Comerica Alliance LLC to become an additional Subsidiary Guarantor as
     provided in this Section 5.3 until such time, if any, as such Domestic
     Operating Subsidiary has consolidated revenue in any Fiscal Quarter that
     exceeds an amount equal to twenty percent (20%) of (i) the total
     consolidated revenue of the Borrower and its Subsidiaries (which includes
     the GPS Group), less (ii) the total consolidated revenue of the GPS Group,
     in each case for the most recent Fiscal Quarter as shown on the Financial
     Statements (Annual) or Financial Statements (Quarterly), as the case may
     be, as most recently delivered or required to be delivered pursuant to
     Section 5.1.

     (d)  Section 6.5 of the Credit Agreement is hereby amended by (x) adding
          -----------
the words "and the NBC Acquisition" immediately after the words "the Canadian
Acquisition" appearing in the first parenthetical phrase of the first sentence
of said Section 6.5, and (y) deleting clause (iii) thereof in its entirety and
        -----------
substituting in lieu thereof the following clause (iii):

     (iii) loans or advances (x) by the Borrower to its Operating Subsidiaries
     (but excluding GPS or any Subsidiary of GPS), or (y) by such Operating
     Subsidiaries to the Borrower or any Subsidiary Guarantor, or to GP Canada
     as evidenced by the NDPS/GP Canada Acquisition Note and the NBC Acquisition
     Notes,

     (e)  Section 6.6(b) of the Credit Agreement is hereby amended by deleting
          --------------
clause (iv) thereof in its entirety and substituting in lieu thereof the
following clause (iv):

          (iv) the total amount of cash consideration paid (excluding cash
     consideration paid to National Bank of Canada in the NBC Acquisition), and
     Debt assumed or otherwise becoming part of Consolidated Total Debt
     (excluding Debt of NDPS arising pursuant to the Canadian Receivables Credit
     Facility or the CIBC/NDPS Acquisition Note), in such acquisition, together
     with the aggregate amount of such cash consideration and Debt in respect of
     all other acquisitions made during the then-current Fiscal Year (or, in the
     case of the Borrower's 2001 Fiscal Year, the period from the Closing Date
     through the end of such 2001 Fiscal Year) shall not exceed $50,000,000, and

     (f)  Section 6.7(c) of the Credit Agreement is hereby amended by deleting
          --------------
clause (ii) thereof and substituting in lieu thereof the following clause (ii):

          (ii) to NDPS by GP Canada pursuant to the NDPS/GP Canada Acquisition
     Notes and the NBC Acquisition Notes (so long as, in each case, such Debt is
     repaid in accordance with its terms),

     (g)  Section 6.7(j) of the Credit Agreement is hereby amended by deleting
          --------------
said Section 6.7(j) in its entirety and substituting the following in lieu
     --------------
thereof:

          (j)  Debt of the Borrower (and, if such Debt is Guaranteed by one or
     more of the Subsidiary Guarantors, the resulting Debt of such Subsidiary
     Guarantor(s) in respect of such Debt of the Borrower) not described in
     clauses (a) through (i) above in an aggregate principal amount outstanding
     at any time not to exceed $50,000,000.

                                      -3-
<PAGE>

          SECTION 2.  Waiver of Requirement for GPS Audited Financial
                      -----------------------------------------------
Statements.  Notwithstanding the provisions of Section 5.1(a)(ii) of the Credit
----------                                     ------------------
Agreement, the Lenders hereby agree to waive the requirement that the Financial
Statements (Annual) of GPS and its Consolidated Subsidiaries for its Fiscal Year
ending May 31, 2001 be audited and accompanied by the certification of GPS's
independent public accountants, provided that such Financial Statements (Annual)
are certified as to fairness of presentation in all material respects, generally
accepted accounting principles and consistency by the chief financial officer or
the chief account officer of GPS.  The foregoing waiver shall become effective
on the date this Amendment shall become effective as provided in Section 3
hereof, and shall not alter or otherwise affect any other information reporting
or delivery requirements provided in Section 5.1 of the Credit Agreement.

          SECTION 3.  Conditions to Effectiveness of Current Amendments and
                      -----------------------------------------------------
Waiver.  This Amendment shall become effective when the Administrative Agent
------
shall have received counterparts of this Amendment as executed on behalf of
Borrower and the Required Lenders, together with the Acknowledgment and
Agreement of Subsidiary Guarantors as executed on behalf of the Subsidiary
Guarantors; provided that the amendments to the Credit Agreement set forth in
Section 4 of this Amendment shall not become effective until the Amendment No. 3
Prospective Effective Date as provided in Section 5 of this Amendment.

          SECTION 4.  Prospective Amendments to Credit Agreement. Subject to the
                      ------------------------------------------
satisfaction of the condition precedent set forth in Section 5 hereof, and
effective as of the Amendment No. 3 Prospective Effective Date (as herein
defined), the Credit Agreement shall be further amended as follows:

     (a)  Each of the definitions of "Aggregate Subsidiary Threshold" and
                                      ------------------------------
"Single Subsidiary Threshold" in Section 1.1 of the Credit Agreement is hereby
----------------------------     -----------
amended by deleting the reference to "(i)" and the words "less (ii) the total
consolidated revenue of the GPS Group" from such definition.

     (b)  Section 1.1 of the Credit Agreement is hereby further amended by
          -----------
deleting the defined term "Permitted GPS Investment" and accompanying definition
                           ------------------------
and substituting in lieu thereof the following defined term and accompanying
definition:

          "Permitted GPS Investment" means loans, advances and other Investments
           ------------------------
     made by or on behalf of any members of the GPS Group (i) on or after May
     31, 2000, and prior to the Amendment No. 3 Prospective Effective Date, to
     or in any members of the GPS Group in an aggregate amount for all such
     loans, advances and other Investments not to exceed $10,000,000, and (ii)
     on or after the Amendment No. 3 Prospective Effective Date, to or in any
     members of the GPS Group in any amount.

     (c)  Each of Section 5.1(a) and Section 5.1(b) is hereby amended by
                  --------------     --------------
deleting the reference to "(i)" and further deleting the words "and (ii) GPS and
its Consolidated Subsidiaries on a consolidated basis" as set forth in each of
said Sections.

     (d)  Section 5.1(f) of the Credit Agreement is hereby amended by deleting
          --------------
the words "or the members or shareholders of GPS" immediately following the
words "of the Borrower" as set forth in said Section 5.1(f).
                                             --------------

                                      -4-
<PAGE>

     (e)  Section 5.3(a) of the Credit Agreement is hereby amended by (x)
          --------------
deleting the parenthetical phrase "(but excluding any Operating Subsidiary that
is a member of the GPS Group)" and the parenthetical phrase "(other than a
member of the GPS Group)", in each case as the same appears in the first
sentence of said Section 5.3(a), and (y) deleting the reference to "(i)" and the
                 --------------
words "less (ii) the total consolidated revenue of the GPS Group", in each case
as the same appears in the last sentence of said Section 5.3(a).
                                                 --------------

     (f)  Section 5.3(e) of the Credit Agreement is hereby amended by deleting
          --------------
the parenthetical phrase "(excluding Domestic Operating Subsidiaries that are
members of the GPS Group)" as the same appears in said Section 5.3(e).
                                                       --------------

     (g)  Section 6.5 of the Credit Agreement is hereby amended by deleting
          -----------
clauses (i), (iii), (iv), and (v) thereof in their entirety and substituting in
lieu thereof the following clauses (i), (iii), (iv), and (v):

          (i)    loans or advances (other than travel advances described in
     clause (v) below) to employees not exceeding $1,500,000 in aggregate
     principal amount outstanding at any time, in each case made in the ordinary
     course of business and consistent with practices existing on the Closing
     Date, . . . (iii) loans or advances (x) by the Borrower to its Operating
     Subsidiaries, or (y) by such Operating Subsidiaries to the Borrower or any
     Subsidiary Guarantor, or to GP Canada as evidenced by the NDPS/GP Canada
     Acquisition Note and the NBC Acquisition Notes, (iv) [intentionally
     omitted], (v) travel advances to employees not exceeding $1,000,000 in the
     aggregate principal amount outstanding at any time, in each case made in
     the ordinary course of business and consistent with practices existing on
     the Closing Date,

     (h)  Section 6.6(a) of the Credit Agreement is hereby amended by deleting
          --------------
the words "other than members of the GPS Group" set forth at the end of clause
(ii) of said Section 6.6(a).
             --------------

     (i)  Section 6.6(a) of the Credit Agreement is hereby further amended by
          --------------
deleting clause (vii) thereof in its entirety and substituting in lieu thereof
the following clause (vii):

          (vii)  Investments made pursuant to the GPS Buy-out and any
     Acquisition otherwise permitted pursuant to Section 6.6(b);
                                                 --------------

     (j)  Section 6.7(c) of the Credit Agreement is hereby amended by deleting
          --------------
said Section 6.7(c) in its entirety and substituting the following in lieu
     --------------
thereof:

          (c)    Debt owing (i) to the Borrower by any of its Operating
     Subsidiaries, (ii) to NDPS by GP Canada pursuant to the NDPS/GP Canada
     Acquisition Note and the NBC Acquisition Notes (so long as such Debt is
     repaid in accordance with its terms), and (iii) to any Operating Subsidiary
     by any Subsidiary Guarantor, provided, however, that any such Debt pursuant
     to clause (i) shall be payable on demand on a non-subordinated basis;

     (k)  Section 6.7(h) is hereby amended by deleting said Section 6.7(h) in
          --------------                                    --------------
its entirety and substituting in lieu thereof the following:

                                      -5-
<PAGE>

          (h)  [intentionally omitted];

     (l)  Section 6.8(f) of the Credit Agreement is hereby amended by deleting
          --------------
said Section 6.8(f) in its entirety and substituting in lieu thereof the
     --------------
following:

          (f)  Liens securing Debt owing by any Subsidiary of the Borrower to
     the Borrower or to any other Subsidiary of the Borrower;

     (m)  Section 6.9(a) of the Credit Agreement is hereby amended by deleting
          --------------
clause (B) thereof in its entirety and substituting in lieu thereof the
following clause (B):

          (B)  Subsidiaries may merge with, and sell assets to, one another and
     the Borrower,

     (n)  Section 6.14(b) of the Credit Agreement is hereby amended by deleting
          ---------------
clause (i) thereof in its entirety and substituting in lieu thereof the
following clause (i):

          (i)  [intentionally omitted],

          SECTION 5.  Conditions to Effectiveness of Prospective Amendments. The
                      -----------------------------------------------------
amendments set forth in Section 4 of this Amendment shall not become effective
until such time as each of the following events or conditions shall have
occurred and be continuing: (1) the Amendment No. 3 Current Effective Date shall
have previously occurred, (2) the Borrower shall have consummated, or caused to
be consummated, the GPS Buy-out in accordance with the terms of this Agreement,
(3) after giving effect to the GPS Buy-out, the representations and warranties
set forth in Section 6 of this Amendment shall be true and correct as of such
time, and no Default or Event of Default shall have occurred and be continuing,
(4) the Borrower shall have caused GPS and each Domestic Operating Subsidiary of
GPS to execute and deliver (or cause to be executed and delivered) to the
Administrative Agent all instruments, certificates, and other documents as
contemplated by Section 5.3(f) in order for GPS and each such Domestic Operating
                --------------
Subsidiary to become an additional Subsidiary Guarantor for all purposes under
this Agreement, and (5) the Administrative Agent shall have given written notice
(not to be unreasonably withheld or delayed) to the Borrower and the Lenders as
to the Administrative Agent's receipt of documents evidencing the satisfaction
of the foregoing and specifying the date of the Amendment No. 3 Prospective
Effective Date.

          SECTION 6.  Status of Obligations.  Borrower hereby confirms and
                      ---------------------
agrees that all Loans and all other Obligations outstanding under the Credit
Agreement and the other Loan Documents as of the date hereof were duly and
validly created and incurred by Borrower thereunder, that all such outstanding
amounts are owed in accordance with the terms of the Credit Agreement and other
Loan Documents, and that there are no rights of offset, defense, counterclaim,
claim or objection in favor of Borrower arising out of or with respect to any of
the Loans or other Obligations of Borrower to the Agents or the Lenders, and any
such rights of offset, defense, counterclaim, claims or objections have been and
are hereby waived and released by Borrower.

          SECTION 7.  Representations and Warranties of Borrower.  Borrower,
                      ------------------------------------------
without limiting the representations and warranties provided in the Credit
Agreement, represents

                                      -6-
<PAGE>

and warrants to the Lenders and the Agents the following on each of the
Amendment No. 3 Current Effective Date and the Amendment No. 3 Prospective
Amendment Date:

          7.1  The execution, delivery and performance by Borrower of this
Amendment are within Borrower's corporate powers, have been duly authorized by
all necessary corporate action (including any necessary shareholder action) and
do not and will not (a) violate any provision of any law, rule or regulation,
any judgment, order or ruling of any court or governmental agency, the
certificate of incorporation or by-laws of Borrower, or any indenture, agreement
or other instrument to which Borrower is a party or by which Borrower or any of
its properties is bound or (b) be in conflict with, result in a breach of, or
constitute with notice or lapse of time or both a default under any such
indenture, agreement or other instrument.

          7.2  This Amendment constitutes the legal, valid and binding
obligation of Borrower, enforceable against Borrower in accordance with its
terms.

          7.3  After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.

          7.4  The representations and warranties of Borrower contained in the
Credit Agreement are true and accurate on and as of each such date, except for
changes expressly permitted under the terms of the Credit Agreement and except
to the extent that such representations and warranties relate solely to an
earlier date (in which case such representations and warranties were true and
accurate as of such earlier date).

          7.5  Since February 28, 2001, there have been no events, acts,
conditions or occurrences of whatever nature, singly or in the aggregate, which
have had, or could reasonably be expected to have, a Material Adverse Effect.

          SECTION 8.  Survival.  Each of the foregoing representations and
                      --------
warranties shall be made at and as of the date of this Amendment and shall be
deemed to have been made as of the Amendment No. 3 Current Effective Date and
the Amendment No. 3 Prospective Effective Date.  Each of the foregoing
representations and warranties shall constitute a representation and warranty of
Borrower under the Credit Agreement, and it shall be an Event of Default if any
such representation and warranty shall prove to have been incorrect or false in
any material respect at the time when made or deemed to have been made.  Each of
the foregoing representations and warranties shall survive and not be waived by
the execution and delivery of this Amendment or any investigation by the Lenders
or the Agents.

          SECTION 9.  Ratification of Credit Agreement and Loan Documents.
                      ---------------------------------------------------
Except as expressly amended herein, all terms, covenants and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force and
effect, and the parties hereto do expressly ratify and confirm the Credit
Agreement (as amended herein) and the other Loan Documents.  All future
references to the Credit Agreement shall be deemed to refer to the Credit
Agreement as amended hereby.

          SECTION 10. Indemnity.  In consideration of the amendments agreed to
                      ----------
by the Lenders pursuant to this Amendment, Borrower hereby indemnifies each
Agent, and each Lender, and their respective officers, partners, directors,
employees, representatives and agents

                                      -7-
<PAGE>

from, and hold each of them harmless against, any and all costs, losses,
liabilities, claims, damages or expenses incurred by any of them (whether or not
any of them is designated a party thereto) (an "Indemnitee") arising out of or
by reason of any investigation, litigation or other proceeding related to this
Amendment, the Credit Agreement or any other Loan Documents or any actual or
proposed use of the proceeds of any of the Loans, including, without limitation,
the reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding; provided, however, Borrower
shall not be obligated to indemnify any Indemnitee for any of the foregoing
arising out of such Indemnitee's gross negligence or willful misconduct.

          SECTION 11. No Waiver, Etc.  Borrower hereby agrees that, except as
                      ---------------
expressly provided in Section 2 hereof, nothing herein shall constitute a waiver
by the Lenders of any Default or Event of Default, whether known or unknown,
which may exist under the Credit Agreement.  Borrower hereby further agrees that
no action, inaction or agreement by the Lenders, including without limitation,
any indulgence, waiver, consent or agreement altering the provisions of the
Credit Agreement which may have occurred with respect to the non-performance of
any obligation under the terms of the Credit Agreement or any portion thereof,
or any other matter relating to the Credit Agreement, shall require or imply any
future indulgence, waiver, or agreement by the Lenders.

          SECTION 12. Binding Nature.  This Amendment shall be binding upon and
                      --------------
inure to the benefit of the parties hereto, their respective successors,
successors-in-titles, and assigns.

          SECTION 13. Costs and Expenses.  Borrower shall be responsible for the
                      ------------------
costs and expenses of the Agents in connection with the preparation, execution
and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the fees and out-of-pocket
expenses of counsel for the Agents with respect thereto.

          SECTION 14. GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
                      -------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

          SECTION 15. Entire Understanding. This Amendment sets forth the entire
                      --------------------
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations or agreements, whether written or oral,
with respect thereto.

          SECTION 16. Counterparts.  This Amendment may be executed in any
                      ------------
number of counterparts and by the different parties hereto in separate
counterparts and may be delivered by telecopier.  Each counterpart so executed
and delivered shall be  deemed an original and all of which taken together shall
constitute but one and the same instrument.

                                      -8-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered in Atlanta, Georgia, by their duly authorized
officers as of the day and year first above written.

                              GLOBAL PAYMENTS INC.


                              By:  ______________________
                                   James G. Kelly
                                   Chief Financial Officer



                              BANK ONE, NA,
                              as Administrative Agent, Lender, LC Issuer
                              and Swing Line Lender


                              By:  ______________________
                                   Name:
                                   Title:



                              SUNTRUST BANK,
                              as Documentation Agent and Lender


                              By:  ______________________
                                   Name:
                                   Title:



                              WACHOVIA BANK, N.A.
                              as Syndication Agent and Lender


                              By:  ______________________
                                   Name:
                                   Title:



                              COMERICA BANK,
                              as Lender


                              By:  ______________________
                                   Name:
                                   Title:


                      [Signature page to Amendment No. 3]

                                      -9-
<PAGE>

             ACKNOWLEDGMENT AND AGREEMENT OF SUBSIDIARY GUARANTORS
             -----------------------------------------------------


          Reference is hereby made to the within and foregoing Amendment No. 3
to Credit Agreement, dated as of July __, 2001, by and among GLOBAL PAYMENTS
INC., a Georgia corporation ("Borrower"), BANK ONE, NA, a national banking
association, 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 ("Amendment No. 3";
capitalized terms used herein that are defined in Amendment No. 3 or in the
"Credit Agreement" as defined in Amendment No. 3 being used herein with the
respective meanings assigned to such capitalized terms in Amendment No. 3 or the
Credit Agreement, as the case may be). Each of the undersigned, which is a
Subsidiary Guarantor under the terms of the Subsidiary Guarantee as provided in
the Credit Agreement, hereby acknowledges and agrees that (i) the undersigned
has consented to the foregoing Amendment No. 3, (ii) the Subsidiary Guarantee
and the other Loan Documents to which each of the undersigned is a party shall
remain in full force and effect on and after the date hereof, and (iii) each of
the undersigned hereby reaffirms and restates its obligations and liabilities
under the Subsidiary Guarantee and the other Loan Documents to which each of the
undersigned is a party after giving effect to Amendment No. 3.

     This Acknowledgment and Agreement of Subsidiary Guarantors made and
delivered as of July __, 2001.

                         GUARANTORS:
                         ----------

                         GLOBAL PAYMENTS DIRECT, INC.
                         (formerly National Data Payment Systems, Inc.),
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Chief Financial Officer


                         NDC CHECK SERVICES, INC.,
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Treasurer

                                      -10-
<PAGE>

                         CHECKRITE RECOVERY SERVICES, INC.,
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Treasurer


                         MERCHANT SERVICES U.S.A., INC.,
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Treasurer


                         NDPS HOLDINGS, INC.,
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Treasurer


                         GLOBAL PAYMENT HOLDING COMPANY,
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Treasurer


                         NDC HOLDINGS (UK) LTD.,
                         as a Subsidiary Guarantor


                         By:  ___________________________
                              James G. Kelly
                              Treasurer

                                      -11-
<PAGE>

                         GPS HOLDING LIMITED PARTNERSHIP,
                         as a Subsidiary Guarantor

                         By: GLOBAL PAYMENTS INC.,
                             its general partner


                             By:  ___________________________
                                  James G. Kelly
                                  Chief Financial Officer


                         GP FINANCE, INC.,
                         as a Subsidiary Guarantor


                         By: ___________________________
                             Name:
                             Title:

                                      -12-