<PAGE>
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
 
                                    FORM 8-K
 
                                 CURRENT REPORT
 
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
        Date of Report (Date of earliest event reported): March 20, 2001
 
                         Commission File No. 001-16111
 
                               ----------------
 
                              Global Payments Inc.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                                   <C>
                      Georgia                                       58-2567903
            (State or other jurisdiction                         (I.R.S. Employer
                  of incorporation)                            Identification No.)
      Four Corporate Square, Atlanta, Georgia                         30329
      (Address of principal executive offices)                      (Zip Code)
</TABLE>

 
       Registrant's telephone number, including area code (404) 728-2363
 
                                      N/A
   (Former name, former address and former fiscal year, if changed since last
                                     year)
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
 

Item 2. Acquisition on Disposition of Assets.
 
          SUMMARY OF THE PURCHASE OF CIBC MERCHANT ACQUIRING BUSINESS
 
General
 
   On March 20, 2001, we acquired substantially all of the net assets of the
merchant acquiring business of Canadian Imperial Bank of Commerce ("CIBC") and
formed a 10-year marketing alliance with CIBC to offer VISA and debit card
payment products and services in Canada. In exchange for the net assets
acquired, we issued approximately 9.8 million unregistered shares of our common
stock representing 26.25% of our diluted shares outstanding with a fair value
of $133,580,000. CIBC is now our largest shareholder and is entitled to
nominate two persons for election to the board of directors.
 
   Management believes that the acquisition and the related marketing alliance
will significantly broaden our scope and presence in North America and will
provide merchants served by CIBC's merchant acquiring business with a larger
array of existing and new payment solutions. The CIBC merchant acquiring
business is largely comparable to our merchant services offering. CIBC's
service offerings include card processing services consisting of credit and
debit card authorization and the capture of related transaction data,
settlement and funding services, customer support services, terminal
deployment, merchant statements and risk management.
 
   The revenues of the business are generated by approximately 140,000 merchant
locations, which are marketed through a combination of a direct sales force,
referrals from CIBC's approximate 1,200 bank branch locations comprising CIBC's
branch network and an independent sales organization. The merchants served by
the business include leading North American grocers, specialty retailers, home
furnishings retailers, automotive service station chains and department stores.
 
   The acquisition will be recorded using the purchase method of accounting. We
intend to operate the business in a manner consistent with CIBC's historical
operations. We will retain the major functions of sales, support and equipment
deployment in Canada and contract with CIBC for other key functions.
 
   The following is a summary of each of the primary agreements involved in the
acquisition.
 
Purchase Agreement
 
   As described above, on November 9, 2000 we entered into an asset purchase
agreement with CIBC to purchase substantially all of the assets of their
merchant acquiring business.
 
   The asset purchase agreement contains non-competition provisions for CIBC
and Global Payments. CIBC has agreed that it will not compete with us in the
United States or Canada by soliciting or accepting merchant acquiring business
or acquire control of a company with a merchant acquiring business for a period
of time ending the later of three years following the closing of the
acquisition or one year after any termination of the marketing alliance
agreement, which has an initial 10 year term and is described below. We have
agreed that we will not compete with CIBC by introducing or making available
banking products to merchants who are customers of CIBC.
 
   Under the terms of the asset purchase agreement and the related stock
purchase agreement, CIBC agreed to indemnify us for breaches of their
representations and warranties and covenants and for liabilities other than
those expressly assumed by us. There will be no indemnity obligation by CIBC
unless our losses are greater than $500,000 and then only to the extent that
the losses exceed that amount. In addition, there is an overall indemnity cap
that limits CIBC's indemnity obligation to no more than C$150,000,000. We have
agreed to indemnify CIBC for breaches of our representations and warranties and
covenants and for the assumed liabilities, with the same indemnity limitations
as CIBC's.
 
 
                                       2

<PAGE>
 
Marketing Alliance Agreement
 
   As part of the acquisition, we entered into a marketing alliance agreement
with CIBC. Under the marketing alliance,
 
  .  CIBC will refer all new merchant processing relationships exclusively to
     us in exchange for a referral fee;
  .  we will encourage our new merchant customers who were initially targeted
     by our joint marketing efforts to open merchant accounts with CIBC; and
  .  we will work together to develop emerging payment solutions.
 
   The marketing alliance will be branded and advertised under the name "CIBC
Merchant Card Services, an alliance with Global Payments Canada, Inc." Our use
of the bank's name is covered by a separate trademark license agreement.
 
   CIBC will also continue to provide the banking services required as part of
the merchant processing business and will provide us with access to VISA and
MasterCard clearing capabilities in the U.S. and VISA clearing capabilities in
Canada. The marketing alliance agreement has an initial term of ten years.
 
Transition Agreement
 
   We entered into a transition services agreement for CIBC to provide various
support services to the merchant acquiring business for a 24-month period, to
facilitate the integration into our existing operations. These support services
include customer service and credit and debit card processing and settlement
functions. This agreement provides that each of Global Payments and CIBC will
undertake to provide the same degree of care and diligence in substantially the
same manner as such services were performed prior to the acquisition. We will
pay CIBC for the transition services on a service-by-service basis.
 
CIBC Credit Agreement
 
   The acquisition includes a credit facility from CIBC that will provide a
line of credit of up to C$140 million with an additional overdraft facility
available to cover larger advances during periods of peak usage of credit and
debit cards. The facility carries an interest rate equal to Canadian Dollar
LIBOR (C$LIBOR) plus .40%. It contains customary covenants and events of
default. The line of credit is secured by a first priority security interest in
our accounts receivable from VISA Canada/International, and has been guaranteed
by our subsidiaries. This guarantee will be subordinated to our primary credit
facility. The CIBC credit facility has an initial term of 364 days from the
date of the closing of the acquisition. The credit facility is renewable
annually at CIBC's option.
 
Investor Rights Agreement
 
   We also entered into an investor rights agreement with CIBC which grants
rights to and imposes restrictions on CIBC as a shareholder, other than those
shared by all of our shareholders.
 
   The agreement restricts CIBC's right to resell the shares of common stock it
received in the acquisition. CIBC may sell these shares, if it has our prior
written consent, if the sale is to a CIBC subsidiary, or if it is required to
do so by a regulatory body. During the period starting two years after closing
and ending on the earlier of six months after termination of the marketing
alliance agreement or three years following the closing, CIBC may only sell its
shares pursuant to the limitations provided in Rule 144 under the Securities
Act or pursuant to a tender offer that has not been rejected by our board of
directors.
 
                                       3

<PAGE>
 
   The agreement also restricts CIBC's ability to purchase additional shares of
our common stock until the earlier of five years after the closing of the
acquisition, or six months after the termination of the marketing alliance
agreement. Under this standstill, CIBC will agree that it will not purchase
more than 29.9% of our common stock during this period, unless an unaffiliated
third party has commenced a tender offer for 40% or more of our common stock
that our board does not reject or such third party acquires 35% or more of our
outstanding common stock. Furthermore, during the standstill period, CIBC may
not undertake to effect or participate in any acquisition of our voting
securities or a substantial portion of our assets through any merger,
recapitalization, tender or exchange offer or any other means, or seek to
exercise a controlling influence over our board of directors.
 
   Three years after the closing of the acquisition, CIBC will be permitted to
participate in any of our registered public offerings of securities or they may
require us to register their shares of our common stock for sale to the public
subject to customary limitations.
 
   We have appointed two designees of CIBC to our board. Richard Venn has been
appointed to a term ending with the annual meeting to be held in 2001 and David
Marshall has been appointed to a term ending with the annual meeting be held in
2003. Following the expiration of their initial terms, we will nominate CIBC's
directors for re-election for one additional term and will use our best efforts
to elect them to our board.
 
   The investor rights agreement limits our actions and business and those of
CIBC as required by regulatory authorities. Specifically, we will agree to
limit our acquisitions of voting securities and assets of other companies and
businesses, and the types of businesses in which we engage, to comply with the
provisions of the Bank Holding Company Act (U.S.) and the Bank Act (Canada). If
we fail to comply with this provision, CIBC will no longer be bound by the
restrictions on transfer of their shares of our common stock and will
automatically be permitted to demand registration of their shares.
 

Item 7. Financial Statements and Exhibits
 
(a) Financial Statements of business acquired.
 
  CIBC Merchant Acquiring Business
 

     Auditors' Report
 
    Balance Sheets as of January 31, 2001 (unaudited), October 31, 2000 and
       October 31, 1999.
 
    Statements of Income for the Three Months ended January 31, 2001 and
       2000 (unaudited) and for the Years ended October 31, 2000, 1999 and
       1998.
 
    Statement of Cash Flows for the Three Months ended January 31, 2001 and
       2000 (unaudited) and for the Years ended October 31, 2000, 1999 and
       1998.
 
    Statement of Changes in Shareholders' Equity for the Years ended
       October 31, 2000, 1999 and 1998.

 
    Notes to Financial Statements.
 
(b) Pro Forma financial information.
 
    Introduction to the Pro Forma Combined Financial Statements.
 
    Pro Forma Combined Balance Sheet as of February 28, 2001.
 
    Pro Forma Combined Statements of Income for the Year ended May 31,
       2000.
 
    Pro Forma Combined Statements of Income for the Nine Months ended
       February 28, 2001.
 
    Notes to Pro Forma Combined Financial Statements.
 
                                       4

<PAGE>
 
(c) Exhibits. The following documents are filed as exhibits hereto:
 

<TABLE>
<CAPTION>
 Exhibit
   No.
 -------
 <C>     <S>
 10.1    Asset Purchase Agreement with Canadian Imperial Bank of Commerce dated
         November 9, 2000 (filed as Exhibit 10.19 to the Registrant's
         Registration Statement on Form 10 dated December 28, 2000, File No.
         001-16111, and incorporated herein by reference).
 
 10.2    Investor Rights Agreement with Canadian Imperial Bank of Commerce.
 
 10.3    Marketing Alliance Agreement with Canadian Imperial Bank of Commerce.
 
 10.4    Transition Agreement with Canadian Imperial Bank of Commerce.
 
 10.5    Stock Purchase Agreement with Canadian Imperial Bank of Commerce.
 
 10.6    Credit Agreement with Canadian Imperial Bank of Commerce.
 
 23      Consent of Independent Public Accountants
 
 99.1    CIBC Merchant Acquiring Business Financial Statements
 
 99.2    Global Payments Inc. Pro Forma Financial Information.
</TABLE>

 
                                       5

<PAGE>
 

                                   SIGNATURE
 
   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
 
                                  GLOBAL PAYMENTS INC.
 
                                  By: /s/ James G. Kelly
                                      ------------------------------
 
                                    Name: James G. Kelly
                                    Title: Chief Financial Officer
 
Dated: April 4, 2001
 
 
                                       6





<PAGE>
 
                                                                    EXHIBIT 10.2

                            INVESTOR RIGHTS AGREEMENT

      This Investor Rights Agreement (this "Agreement") is made as of March 20,
2000, (the "Effective Date") by and between Global Payments Inc., a Georgia
corporation (the "Company") and Canadian Imperial Bank of Commerce, a bank
governed by the Bank Act (Canada) as amended from time to time ("Bank").

      WHEREAS, National Data Payment Systems, Inc., a New York corporation
("NDPS") and Bank are parties to that certain Asset Purchase Agreement, dated as
of November 9, 2000 (the "Asset Purchase Agreement"), whereby, among other
matters, Bank agreed to sell, and NDPS agreed to purchase, the Assets Sold (as
such term is defined in the Asset Purchase Agreement);

      WHEREAS, the Company and Bank are parties to that certain Stock Purchase
Agreement, dated as of November 9, 2000 (the "Stock Purchase Agreement"),
whereby, among other matters, the Company agreed to sell and Bank agreed to
purchase, concurrently with the transactions contemplated by the Asset Purchase
Agreement, certain shares of common stock of the Company;

      WHEREAS, the Company has succeeded to all the business, assets and
liabilities of the eCommerce operations of National Data Corporation, a Delaware
corporation ("NDC"), pursuant to a Distribution Agreement,
 dated as of January 
31, 2001, between NDC and the Company (the "Distribution Agreement");

      WHEREAS, pursuant to the Distribution Agreement, NDPS is a wholly owned
Subsidiary of the Company;

      WHEREAS, the Stock Purchase Agreement requires, as a condition to closing,
that the parties hereto enter into this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:

                                    SECTION 1

                                   DEFINITIONS

      1.1.  DEFINITIONS.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Asset Purchase
Agreement. The following terms shall have the following meanings:

            "Acquisition Restrictions" means, collectively, the provisions of
Section 3.1.

            "Affiliate" means, with respect to the Person specified, a Person or
entity that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under 

<PAGE>
 
common control with, such specified Person, provided, however, that solely for
purposes of this Agreement, neither the Company nor any of its Subsidiaries or
Affiliates shall be deemed to be a Subsidiary or Affiliate of Bank solely by
virtue of Bank's ownership of Shares or the election of directors nominated by
it to the Board pursuant to Section 5.1, in each case in accordance with the
terms and conditions of, and subject to the limitations and restrictions set
forth in, this Agreement.

            "Beneficial Ownership" by a Person of any securities includes
ownership by any Person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares with
another Person (i) voting power which includes the power to vote, or to direct
the voting of, such security; and/or (ii) investment power which includes the
power to dispose, or to direct the disposition of, such security; and shall
otherwise be interpreted in accordance with the term "beneficial ownership" as
defined in Rule 13d-3 adopted by the SEC under the Exchange Act; provided that
for purposes of determining Beneficial Ownership, a Person shall be deemed to be
the Beneficial Owner of any securities which may be acquired by such Person
(irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time in
excess of 60 days, the satisfaction of any conditions, the occurrence of any
event or any combination of the foregoing) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise. For purposes of this Agreement, a
Person shall be deemed to Beneficially Own any securities Beneficially Owned by
its Subsidiaries or any Group of which such Person or any such Subsidiary is or
becomes a member.

            "Board" means the Board of Directors of the Company.

            "Common Stock" means shares of the common stock, without par value,
of the Company.

            "Demand Party" means (a) Bank or (b) any other Holder or Holders
that may become an assignee of Bank's rights hereunder in accordance with
Section 4.8 hereof, provided that to constitute a Demand Party under clause (b),
a Holder or Holders must either individually or in the aggregate with all other
Holders with whom it is acting together to demand registration Beneficially Own
at least 25% of the total number of Registrable Securities outstanding at the
time of such demand.

            "Exchange Act" means the United States Securities Exchange Act of
1934, as amended (or any successor statute).

            "Form S-3" means such form under the Securities Act as in effect on
the date hereof or any successor form under the Securities Act.

            "Governmental Entity" means (i) any multinational, federal,
provincial, state, municipal, local or other governmental or public department,
central bank, court, commission, board, bureau, agency or instrumentality,
domestic or foreign, (ii) any subdivision or authority of any of the foregoing,
or (iii) any quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under or for the account of any of the above.

                                        2

<PAGE>
 
            "Group" shall have the meaning assigned to it in Section 13(d)(3) of
the Exchange Act.

            "Holder" means any Person, including Bank, owning or having the
right to acquire Registrable Securities, including any assignee thereof in
accordance with Section 4.8 hereof.

            "Marketing Alliance Agreement" means the marketing alliance
agreement, dated as of the date hereof, by and between Bank and NDPS, as the
same may be supplemented, modified or amended from time to time.

            "Permitted Third Party Transfer Date" means the date that is the
earlier of (a) six months after termination of the Marketing Alliance Agreement
or (b) three years after the date hereof.

            "Person" means a natural person, partnership, limited liability
company, corporation, joint stock company, trust, unincorporated association,
joint venture, Governmental Entity or any Group comprised of two or more of the
foregoing.

            "register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act and the declaration or ordering of
effectiveness with respect to such registration statement or document.

            "Registrable Securities" means (i) the Common Stock issued pursuant
to the Stock Purchase Agreement and with respect to which the restrictions on
transfer provided in Section 2.1 have lapsed as provided in Section 2.2 or
Section 2.3, (ii) any other shares of Common Stock acquired after the date of
this Agreement by Bank or any of its Subsidiaries as permitted by the terms
hereof, and (iii) any security of the Company issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares listed in clauses (i) and (ii); provided, however, that the foregoing
definition shall exclude in all cases any Registrable Securities sold by a
Person in a transaction in which its rights under this Agreement are not
assigned. Notwithstanding the foregoing, securities shall cease to be
Registrable Securities when (i) such securities shall have been distributed
pursuant to Rule 144 (or any successor provision) under the Securities Act, (ii)
a registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with the plan of distribution set forth in such
registration statement, (iii) such securities shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company, and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any U.S. state securities or blue sky law then in force or
(iv) such securities shall have ceased to be outstanding.

            "Regulatory Transfer Date" shall have the meaning set forth in
Section 2.3.

            "SEC" means the United States Securities and Exchange Commission.
 
                                      3

<PAGE>
 
            "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC from time to time
thereunder (or under any successor statute).

            "Shares" shall have the meaning set forth in Section 2.1.

            "Subsidiary" means, with respect to any Person, any corporation or
other organization, whether incorporated or unincorporated, (i) of which such
Person or any other Subsidiary of such Person is a general partner (excluding
partnerships, the general partnership interests of which held by such Person or
any Subsidiary of such Person do not have a majority of the voting interests in
such partnership), or (ii) at least a majority of the securities or other
interests of which, having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions with
respect to such corporation or other organization, is directly or indirectly
owned or controlled by such Person or by any one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries.

            "Third Party" means a Person who is not an Affiliate of Bank or any
of its Affiliates and includes any Group, other than a Group that includes Bank
or any of its Affiliates as a member.

            "Transfer" shall have the meaning set forth in Section 2.1.

            "Voting Securities" means at any time (i) shares of any class of
capital stock or other securities of the Company which are then entitled to vote
generally in the election of Directors and not solely upon the occurrence and
during the continuation of certain specified events, and (ii) securities of the
Company convertible into, or exchangeable or exercisable for, such Voting
Securities, and options, warrants or other rights to acquire such Voting
Securities (regardless of whether such securities, options, warrants or other
rights are then exercisable or convertible).

                                   SECTION 2

                        RESTRICTION ON TRANSFER OF SHARES

     2.1. GENERAL. During the period commencing on the date hereof and ending on
the Permitted Third Party Transfer Date, Bank agrees that, except as set forth
in Section 2.2 and except as the Company may otherwise agree in writing, it
shall not, except with the prior written consent of the Company, (i) transfer,
sell, donate, pledge or otherwise dispose of ("Transfer"), or consent to any
Transfer of, any or all of the shares of Common Stock issued to it pursuant to
the Stock Purchase Agreement and any other shares of Common Stock or other
securities of the Company issued as (or issuable upon the conversion or exercise
of any warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
shares (the "Shares") or any interest therein; (ii) enter into any contract,
option or other agreement or understanding with respect to any Transfer of any
or all of such Shares or any interest therein; (iii) grant any proxy, power of
attorney or other authorization in or with respect to any or all of such Shares,
or (iv) deposit any or all of such Shares into a voting trust or enter into a
voting agreement or arrangement with respect to any or all of such Shares;

                                       4

<PAGE>
 
provided that a merger, consolidation or amalgamation in which Bank or any of
its Subsidiaries is a constituent corporation shall not be deemed to be a
Transfer of any Shares Beneficially Owned by such Person if the successor or
surviving Person of such merger, consolidation or amalgamation, if not Bank or
such Subsidiary, expressly assumes all obligations of Bank or such Subsidiary,
as the case may be, under this Agreement; and, provided, further, that nothing
in this Section 2.1 shall be construed to limit the brokerage, trading, market
making, investment management, fiduciary or other banking activities of Bank or
its Affiliates in the ordinary course for their own accounts or the accounts of
customers as long as such activities are not conducted for the purpose of
seeking to control or influence the management, the Board or the policies of the
Company.

     2.2. PERMITTED TRANSFERS. Notwithstanding any provision in Section 2.1 to
the contrary:

          (a) Bank and its Subsidiaries may at any time Transfer Shares to any
other Subsidiary of Bank which agrees in writing with the Company to be bound by
this Agreement as fully as if it were an initial signatory hereto; and

          (b) during the period beginning on the second anniversary of the date
hereof and ending on the Permitted Third Party Transfer Date, Bank may Transfer
Shares:

          (i) pursuant to the restrictions of Rule 144 under the Securities Act
     applicable to sales of securities by Affiliates of an issuer (regardless of
     whether Bank or its Subsidiaries is deemed at such time to be an Affiliate
     of the Company); or

          (ii) pursuant to a tender or exchange offer by a Third Party for all
     outstanding Common Stock that is not rejected by the Board within the time
     period prescribed by the Exchange Act and the rules and regulations
     promulgated by the SEC thereunder.

     2.3. REGULATORY MATTERS. Notwithstanding any provision herein to the
contrary, this Section 2 shall not restrict Bank from Transferring any Shares if
required to do so by any order or direction made by the Minister of Finance
(Canada) or the Superintendent of Financial Institutions appointed under the
Bank Act (Canada) or the United States Federal Reserve Board (the date on which
any such order or direction is first issued, the "Regulatory Transfer Date");
provided that unless specifically ordered otherwise by the Minister of Finance
(Canada), the Superintendent of Financial Institutions appointed under the Bank
Act (Canada) or the U.S. Federal Reserve Board, Bank shall use its Commercially
Reasonable Efforts to dispose of its Registrable Securities in a manner that, to
the extent practicable under the circumstances, does not unreasonably disrupt
the public trading market for the Common Stock.

                                   SECTION 3

                              STANDSTILL AGREEMENT

     3.1. GENERAL. Until the earlier of (A) the fifth anniversary of the date
hereof or (B) six months after termination of the Marketing Alliance Agreement
(the "Standstill Period"), Bank agrees that, unless specifically authorized in
writing by the majority of the Board (excluding any

                                        5

<PAGE>
 
director who is an employee, officer or director of Bank or an Affiliate of Bank
or a nominee of any of them), it will not, either directly or indirectly through
a representative or otherwise;

          (a) effect or seek, offer or propose (whether publicly or otherwise)
to effect, or assist any other Person to effect or seek, offer or propose
(whether publicly or otherwise) to effect (i) any acquisition of any Voting
Securities (or Beneficial Ownership thereof) or a substantial portion of the
assets of the Company or any of its Subsidiaries; provided that Bank and its
Subsidiaries may acquire Beneficial Ownership of additional Voting Securities as
long as Bank does not Beneficially Own, following any such acquisition, more
than 29.9% of the aggregate outstanding shares of Common Stock; (ii) any tender
or exchange offer or merger or other business combination involving the Company
or any of its Subsidiaries; (iii) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with respect to the
Company or any of its Subsidiaries; or (iv) any "solicitation" of "proxies," as
such terms are used in the proxy rules of the Exchange Act, or consents to vote
any Voting Securities of the Company,

          (b) form, join or in any way participate in a Group with respect to
any Voting Securities of the Company, including, without limitation, for the
purpose of acquiring, holding, voting or disposing of Voting Securities,

          (c) except by reason of any employee, officer or director of Bank or
an Affiliate of Bank serving on the Board, otherwise act, alone or in concert
with others, to seek to control or influence the management, the Board or the
policies of the Company;

          (d) take any action which might require the Company under applicable
law to make a public announcement regarding any of the types of matters set
forth in (a) above,

          (e) enter into any arrangements or agreements with any Third Party
with respect to any of the foregoing, or

          (f) request the Company (or its directors, officers, employees or
agents), directly or indirectly, to amend or waive any of the foregoing or this
sentence.

          Nothing in this Section shall operate to limit the brokerage, trading,
market making, investment management, fiduciary or other banking activities of
Bank or its Affiliates in the ordinary course for their own accounts or the
accounts of customers as long as such activities are not conducted for the
purpose of seeking to control or influence the management, the Board or the
policies of the Company.

     3.2. ACQUISITION PURSUANT TO TENDER OR EXCHANGE OFFER. Notwithstanding the
Acquisition Restrictions set forth in Section 3.1, Bank may acquire Beneficial
Ownership of additional shares of Common Stock by means of a tender or exchange
offer for all outstanding shares of Common Stock in the event that either (a) a
Third Party commences a bona fide tender or exchange offer that would result in
such Third Party acquiring Beneficial Ownership of more than 40% of the
outstanding Common Stock and the Board does not both (i) recommend against the
tender or exchange offer within the time period prescribed by the Exchange Act
and the rules and regulations promulgated by the SEC thereunder and (ii)
maintain its Shareholder Protection Rights Agreement (or adopt a shareholders'
rights plan of such type if the Company 

                                       6

<PAGE>
 
does not then have one in effect) which does not contain an exception from the
definition of "Acquiring Person", "Flip-Over Transaction or Event" or similar
terms for such Third Party or its Affiliates or (b) a Third Party acquires
Beneficial Ownership of 35% or more of the outstanding Common Stock. In
addition, (i) the other Acquisition Restrictions set forth in Section 3.1 shall
cease to apply to the extent necessary to enable Bank to commence and consummate
the tender or exchange offer referred to above, and (ii) the Company shall make
any amendments to its shareholder rights plan and take such other actions as
Bank may reasonably request in order to permit the commencement and consummation
of Bank's tender or exchange offer on the terms proposed. If (x) the foregoing
tender or exchange offer referred to in clause (a) shall have been terminated or
(y) the Third Party referred to in clause (b) shall have reduced its Beneficial
Ownership below 35% of the outstanding Common Stock, in each case without Bank
having made a bona fide tender or exchange offer, then the Acquisition
Restrictions shall be reinstated.

                                    SECTION 4

                               REGISTRATION RIGHTS

    4.1.  PIGGYBACK REGISTRATION.

          (a) If at any time after the earlier of (i) the Permitted Third Party
Transfer Date or (ii) the Regulatory Transfer Date, during which Registrable
Securities are outstanding the Company proposes to register any of its
securities under the Securities Act in connection with the public offering of
such securities for the account of either the Company or any of its Affiliates
solely for cash (other than a registration relating solely to the sale of
securities to participants in a Company stock plan, an offering or sale of
securities pursuant to a Form S-4 (or successor form) registration statement or
a registration in which the only stock being registered is Common Stock issuable
upon conversion of debt securities which are also being registered), the Company
shall, at such time, promptly give each Holder written notice of such
registration and of such Holder's rights under this Section 4.1. Upon the
written request of each Holder given within 30 days after receipt of such notice
from the Company, the Company shall, subject to the provisions of Section
4.1(c), cause to be registered under the Securities Act all Registrable
Securities that each such Holder has requested to be registered; provided that
if at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason
not to proceed with the proposed registration of the securities to be sold by
it, the Company may, at its election, give written notice of such determination
to each Holder of Registrable Securities and, thereupon, shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the expenses of registration in
connection therewith as provided in Section 4.5).

          (b) Each Holder shall be permitted to withdraw all or part of such
Holder's Registrable Securities from a registration pursuant to this Section 4.1
by giving notice of such withdrawal in writing at any time prior to the
effective date of the registration statement filed in connection with such
registration.

                                       7

<PAGE>
 
     (c) In connection with any offering involving an underwriting of Common
Stock, (i) the Company shall not be required under Section 4.1 to include any
Holder's securities in such underwriting unless such Holder accepts the terms of
the underwriting as agreed upon between the Company and the underwriters
selected by it (or other Persons entitled to select the underwriters), and (ii)
if the managing underwriter for such offering advises the Company and the
Holders electing to participate in such offering in writing that, in its
opinion, the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without being reasonably
likely to have an adverse effect on the price or timing of such offering as
contemplated by the Company, then the Company will include in such registration,
(A) first, 100% of the securities the Company proposes to sell for its own
account, (B) second, to the extent of the number of Registrable Securities
requested to be included in such registration, that number of Registrable
Securities which, in the opinion of such managing underwriter, can be sold
without having the adverse effect referred to above, such amount to be allocated
pro rata among all the requesting Holders on the basis of the relative number of
Registrable Securities then held by each such Holder (provided that any amount
thereby allocated to any such Holder that exceeds such Holder's request will be
reallocated among the remaining requesting Holders in like manner), and (C)
third, any securities requested to be included in such registration by any other
Person. For purposes of the preceding sentence concerning apportionment, for any
selling shareholder which is a Holder of Registrable Securities and which is a
partnership or corporation, the partners, retired partners and shareholders of
such holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing Persons shall be
deemed to be a single "selling shareholder" and any pro rata reduction with
respect to such "selling shareholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling shareholder," as defined in this sentence.

     4.2. DEMAND REGISTRATION.

          (a) If, at any time after the earlier of (1) the Permitted Third Party
Transfer Date or (2) the Regulatory Transfer Date, the Company shall receive
from a Demand Party a written request that the Company effect a registration of
and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Demand Party, the Company will:

          (i) promptly give written notice of the proposed registration, and any
     related qualification or compliance, to all other Holders; and

          (ii) as soon as practicable, effect such registration and all such
     qualifications and compliances as may be so requested and as would permit
     or facilitate the sale and distribution of all or such portion of such
     Holder's or Holders' Registrable Securities as are specified in such
     request, together with all or such portion of the Registrable Securities of
     any other Holder or Holders joining in such request as are specified in a
     written request given within 15 days after receipt of such written notice
     from the Company; provided, however, that the Company shall not be
     obligated to effect any such registration, qualification or compliance
     pursuant to this Section 4.2 if: (A) the Holders, together with the holders
     of any other securities of the Company entitled to inclusion in such
     registration, propose to sell Registrable Securities and such other
     securities (if any) 

                                       8

<PAGE>
 
          at an aggregate price to the public (net of any underwriters'
          discounts or commissions) of less than $5,000,000;(B) the Company has
          already effected one registration in any 12-month period on Form S-1
          or three registrations in any 12-month period on Form S-3 for the
          Holders pursuant to this Section 4.2 that have been declared or
          ordered effective and that have remained effective for the period
          specified in Section 4.3(a); (C) the Company shall furnish to such
          Holders a certificate signed by the President or Chief Executive
          Officer of the Company stating that in the reasonable good faith
          judgment of the Board, such registration, qualification or compliance
          would materially and adversely affect any pending or proposed
          acquisition, merger, financing or other material corporate event or
          transaction or negotiations with respect thereto, and as a result
          would be seriously detrimental to the Company and its shareholders for
          such registration statement to be filed and it is therefore essential
          to defer the filing of such registration statement, in which event the
          Company shall have the right to defer such filing for a period of not
          more than 90 days after receipt of the request of the Holder or
          Holders under this Section 4.2; provided, however, that the Company
          may not utilize this right more than once in any 12-month period or
          (D) all Holders Beneficially Own less than one percent of the
          outstanding shares of Common Stock (assuming conversion of all
          securities of the Company that are convertible, exchangeable or
          exercisable into Common Stock).

          (b) Promptly upon receipt of any request for a demand registration
pursuant to paragraph (a) above (but in no event more than five business days
thereafter), the Company shall send written notice of any such request to all
other Holders in accordance with Section 6.8, and the Company shall include in
such registration all Registrable Securities of any Holder with respect to which
the Company has received written request for inclusion therein within 15 days
after such notice has been given. All requests made pursuant to this Section
4.2(b) shall specify the kind and aggregate amount of Registrable Securities to
be registered and the intended method of distribution of such securities.

          (c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Holders (but in no event more than 60 days thereafter). Registrations
effected pursuant to Section 4.1 shall not be counted as registrations effected
pursuant to this Section 4.2. A registration requested pursuant to this Section
4.2 will not be deemed to have been effected unless it has become effective and
(i) all the Registrable Securities registered thereunder have been sold or (ii)
the registration remains effective for 120 days after it has been declared
effective by the SEC; provided that if, within 120 days after it has become
effective, the offering of Registrable Securities pursuant to such registration
is (A) interfered with by any stop order, injunction or other order or
requirement of the SEC or other Governmental Entity, or (B) the conditions to
closing specified in the underwriting agreement or similar agreement, if any,
entered into in connection with the sale of Registrable Securities pursuant to
such registration are not satisfied and the closing does not occur by reason of
a wrongful act, misrepresentation or breach by the Company, such registration
will be deemed not to have been effected.

          (d) If a requested registration pursuant to this Section 4.2 involves
an underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of securities requested to be included
in such registration (including 

                                       9

<PAGE>
 
securities of the Company which are not Registrable Securities) exceeds the
number which can be sold in such offering without being reasonably likely to
have an adverse effect on the price or timing of such offering of the securities
to be registered, then the Company will include in such registration only the
Registrable Securities requested by the Holders to be included in such
registration. In the event that the number of Registrable Securities requested
by the Holders to be included in such registration exceeds the number which, in
the opinion of such managing underwriter, can be sold without having the adverse
effect referred to above, the number of such Registrable Securities to be
included in such registration shall be allocated pro rata among all the
requesting Holders on the basis of the relative number of Registrable Securities
then held by each such Holder (provided that any amount thereby allocated to any
such Holder that exceeds such Holder's request will be reallocated among the
remaining requesting Holders in like manner). In the event that the number of
Registrable Securities requested to be included in such registration is less
than the number which, in the opinion of the managing underwriter, can be sold
without having the adverse effect referred to above, the Company may include in
such registration the securities the Company or other securityholders of the
Company propose to sell up to the number of securities that, in the opinion of
the underwriter, can be sold without having the adverse effect referred to
above.

     4.3. OBLIGATIONS OF THE COMPANY. Whenever required under this Section 4 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:

          (a) prepare and file with the SEC within the applicable time period
specified by this Agreement a registration statement with respect to such
Registrable Securities and use its Commercially Reasonable Efforts to cause such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to 120 days or such shorter period as is
provided herein;

          (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
securities covered by such registration statement for up to 120 days; provided
that before filing a registration statement or prospectus, or any amendments or
supplements thereto, the Company will furnish to counsel selected pursuant to
Section 4.5 hereof copies of all documents proposed to be filed, which documents
will be subject to the review of such counsel, such counsel to provide comments
to the Company no later than five days after receipt of such documents;

          (c) furnish to each seller of Registrable Securities registered
thereby such numbers of copies of a prospectus, including a preliminary
prospectus and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;

          (d) use its Commercially Reasonable Efforts to register and qualify
the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the sellers of the Registrable Securities 

                                       10

<PAGE>
 
registered thereby and perform any and all other acts and things which may be
reasonably necessary or advisable to enable each such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions in
which it is not then so qualified or subject;

          (e) enter into such customary agreements (including an underwriting
agreement in customary form), which may include indemnification provisions in
favor of underwriters and other Persons in addition to or in substitution for
the provisions of Section 4.7 hereof, and take such other actions as the sellers
of a majority of such Registrable Securities or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities;

          (f) use its Commercially Reasonable Efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other Governmental Entities as may be necessary to enable the
seller or sellers thereof to consummate the disposition of such Registrable
Securities;

          (g) as promptly as practicable notify each seller of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such
registration statement, as then amended or supplemented, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing, or if for any other reason it shall be
necessary during such time period to amend or supplement the registration
statement or prospectus in order to comply with the Securities Act or other
applicable law and, at the request of any such seller, prepare and furnish to
such seller a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing and shall otherwise comply with the
Securities Act and other applicable laws;

          (h) otherwise use its Commercially Reasonable Efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable (but not more than 18
months) after the effective date of the registration statement, an earnings
statement which shall satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations promulgated thereunder;

          (i) use its Commercially Reasonable Efforts to obtain a "cold comfort"
letter or letters from the Company's independent public accountants in customary
form and covering matters of the type customarily covered by "cold comfort"
letters as the sellers of a majority of such Registrable Securities shall
reasonably request and an opinion of the counsel representing the Company for
the purposes of such registration, in form and substance as is customarily given

                                       11

<PAGE>
 
to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable
Securities;

          (j) make available for inspection at reasonable times and upon
reasonable notice by any seller of such Registrable Securities covered by such
registration statement, by any underwriter participating in any disposition to
be effected pursuant to such registration statement and by any attorney,
accountant or other agent retained by any such seller or any such underwriter,
all pertinent financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company's officers, directors
and employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement as is customarily made available in connection with a "due diligence"
investigation for an underwritten secondary offering;

          (k) notify counsel for the Holders of Registrable Securities included
in such registration statement and the managing underwriter or agent, if any, as
promptly as practicable, and confirm the notice in writing (i) when the
registration statement, or any post-effective amendment to the registration
statement, shall have become effective, when the prospectus or any amendment or
supplement to the prospectus shall have been filed, (ii) of the receipt of any
comments from the SEC, or of any request of the SEC to amend the registration
statement or amend or supplement the prospectus or for additional information
(and to furnish such Holders with a copy thereof), and (iii) of the issuance by
the SEC of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the registration
statement for offering or sale in any jurisdiction, or of the institution or
threatening of any actions, suits or proceedings for any of such purposes;

          (l) use its Commercially Reasonable Efforts to prevent the issuance of
any stop order suspending the effectiveness of the registration statement or of
any order preventing or suspending the use of any preliminary or final
prospectus or suspending any qualification of the Registrable Securities for
sale in any jurisdiction and, if any such order is issued, to obtain the
withdrawal of any such order at the earliest possible moment;

          (m) if requested by the managing underwriter or agent or any Holder of
Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or agent or such Holder reasonably
requests to be included therein, including the number of Registrable Securities
being sold by such Holder to such underwriter or agent, the purchase price being
paid therefor by such underwriter or agent and any other terms of the
underwritten offering of the Registrable Securities to be sold in such offering;
and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable after being notified of the matters
incorporated in such prospectus supplement or post-effective amendment;

          (n) cooperate with the Holders of Registrable Securities covered by
the registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or agent, if any, or 

                                       12

<PAGE>
 
such Holders may request at least two Business Days prior to the settlement date
of any sale of Registrable Securities;

          (o) cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the New York Stock Exchange or such other exchanges on which the
Registrable Securities are then listed; and

          (p) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

     4.4. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 4 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of such Holder's
Registrable Securities. Other than with respect to any registration request made
by Bank, the Company shall have no obligation with respect to any registration
requested pursuant to Section 4.2 hereof if, as a result of the application of
the preceding sentence, the anticipated aggregate offering price of the
Registrable Securities to be included in the registration does not equal or
exceed the number of shares or the anticipated aggregate offering price required
to originally trigger the Company's obligation to initiate such registration as
specified in Section 4.2(a)(ii)(A).

     4.5. EXPENSES OF REGISTRATION. All expenses (other than underwriting
discounts and brokers' commissions incurred in connection with registrations,
filings or qualifications of Registrable Securities pursuant to Section 4.1 and
Section 4.2 for each Holder), including (without limitation) all registration,
filing, listing and qualification fees, all fees and expenses of complying with
securities or blue sky laws (including fees and expenses of counsel in
connection with any registration or offering), printers' and accounting fees
(including the fees and expenses for a "comfort" letter in connection with an
offering of Registrable Securities), fees and disbursements of counsel for the
Company and the reasonable fees and disbursements of one counsel for the selling
Holders selected by them, shall be borne by the Company. The Holders shall be
responsible for all underwriting discounts and brokers' commissions applicable
to the Registrable Securities registered for their account pursuant to Sections
4.1 and 4.2.

     4.6. DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 4.

     4.7. INDEMNIFICATION.

          (a) INDEMNIFICATION BY THE COMPANY. In the event of any registration
of any securities of the Company under the Securities Act pursuant to Section
4.1 or 4.2, the Company shall indemnify and hold harmless, to the fullest extent
permitted by law, each seller of any Registrable Securities covered by such
registration statement, each Affiliate of such seller and their respective
directors and officers or general and limited partners (including any director,

                                       13

<PAGE>
 
officer, affiliate, employee, agent and controlling Person of any of the
foregoing), each other Person who participates as an underwriter in the offering
or sale of such securities and each other Person, if any, who controls such
seller or any such underwriter within the meaning of the Securities Act
(collectively, the "Indemnified Parties"), against any and all losses, claims,
damages or liabilities, joint or several, and expenses (including reasonable
attorney's fees and reasonable expenses of investigation) to which such
Indemnified Party may become subject under the Securities Act, common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof, whether or not such Indemnified Party is a party
thereto) arise out of or are based upon (a) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary, final or summary prospectus contained therein, or any amendment or
supplement thereto, or (b) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which
they were made) not misleading, and the Company will reimburse such Indemnified
Party for any legal and any other expenses reasonably incurred by it in
connection with investigating or defending against any such loss, claim, damage,
liability, action or proceeding, as such expenses are incurred; provided that
the Company shall not be liable to any Indemnified Party in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement or amendment or supplement thereto or in any such
preliminary, final or summary prospectus in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by such seller specifically stating that it is for use in the preparation
thereof; provided, further, that the Company shall not be liable to any
Indemnified Party in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement or amendment or
supplement thereto or in any such preliminary, final or summary prospectus which
was corrected (and filed with the SEC, to the extent applicable) prior to the
sale of Registrable Securities by an Indemnified Party to a Person as to whom it
was established that there was not sent or given, at or prior to the written
confirmation or other consummation of such sale, a copy of the corrected
registration statement, amendment, supplement or prospectus, provided that the
Company complied fully and on a timely basis with all of its obligations under
Section 4.3(g) prior to the time of such confirmation or other consummation of
sale. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such seller or any Indemnified Party and
shall survive the transfer of such securities by such seller.

          (b) INDEMNIFICATION BY THE SELLER. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed in accordance with Section 4.3, that the Company shall have received an
undertaking reasonably satisfactory to it from each prospective seller of such
Registrable Securities or any underwriter therefor to indemnify and hold
harmless (in the same manner and to the same extent as set forth in paragraph
(a) of this Section 4.7), severally and not jointly, the Company, each of its
directors, each of its officers who has signed the registration statement or
each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from such

                                       14

<PAGE>
 
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement thereto, if such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company through
an instrument duly executed by such seller or underwriter specifically stating
that it is for use in the preparation of such registration statement,
preliminary, final or summary prospectus or amendment or supplement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company, its directors, its officers who have signed
the registration statement and any such controlling Person, and shall survive
the transfer of such securities by such seller. In no event shall the liability
of any selling Holder of Registrable Securities hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.

          (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an Indemnified
Party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 4.7, such Indemnified Party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided that the failure of the
Indemnified Party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding paragraphs of this
Section 4.7, except to the extent that the indemnifying party is actually and
materially prejudiced by such failure to give notice. In case any such action is
brought against an Indemnified Party, unless in such Indemnified Party's
reasonable judgment a conflict of interest between such Indemnified Party and
indemnifying parties may exist in respect of such claim, the indemnifying party
will be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such Indemnified Party, and after
notice from the indemnifying party to such Indemnified Party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. If, in the reasonable judgment of the counsel to the Indemnified
Party, having common counsel with an indemnifying party could result in a
conflict of interest because of different or additional defenses that may be
available to the Indemnified Party, then such Indemnified Party may employ at
the indemnifying party's expense separate counsel to represent or defend such
Indemnified Party in such action, it being understood, however, that the
indemnifying party shall not be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all such Indemnified
Parties (in addition to local counsel) in such action or group of related
actions arising out of the some facts or circumstances. Without the prior
consent of the Indemnified Party, no indemnifying party will consent to entry of
any judgment or enter into any settlement which does not include, as an
unconditional term thereof, the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability with respect to such claim or
litigation or that imposes any material obligations on the Indemnified Party
(other than financial obligations for which the Indemnified Party will be fully
indemnified hereunder).

          (d) CONTRIBUTION.

                                       15

<PAGE>
 
          (i) If the indemnification provided for in this Section 4.7 from the
     indemnifying party is unavailable to an Indemnified Party hereunder in
     respect of any losses, claims, damages, liabilities or expenses referred to
     herein, then the indemnifying party, in lieu of indemnifying such
     Indemnified Party, shall contribute to the amount paid or payable by such
     Indemnified Party as a result of such losses, claims, damages, liabilities
     or expenses in such proportion as is appropriate to reflect the relative
     fault of the indemnifying party and Indemnified Party in connection with
     the actions which resulted in such losses, claims, damages, liabilities or
     expenses, as well as any other relevant equitable considerations. The
     relative fault of such indemnifying party and Indemnified Party shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or omission or alleged omission
     to state a material fact which gave rise to such action or liability, has
     been made by, or relates to information supplied by, such indemnifying
     party or Indemnified Party, and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such action.
     The amount paid or payable by a party under this Section 4.7(d) as a result
     of the losses, claims, damages, liabilities and expenses referred to above
     shall be deemed to include any legal or other fees or expenses reasonably
     incurred by such party in connection with any investigation or proceeding.

          (ii) The parties hereto agree that it would not be just and equitable
     if contribution pursuant to this Section 4.7(d) were determined by pro rata
     allocation or by any other method of allocation which does not take account
     of the equitable considerations referred to in the immediately preceding
     paragraph. Notwithstanding anything in this Section 4.7 to the contrary, no
     indemnifying party (other than the Company) shall be required pursuant to
     this Section 4.7 to contribute any amount in excess of the gross proceeds
     received by such indemnifying party from the sale of Registrable Securities
     in the offering to which the losses, claims, damages or liabilities of the
     Indemnified Parties relate. No Person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any Person who was not guilty
     of such fraudulent misrepresentation.

          (e) NON-EXCLUSIVITY. Indemnification pursuant to this Section 4.7
shall be a non-exclusive remedy, and the obligations of the parties under this
Section 4.7 shall be in addition to any liability which any party may otherwise
have to any other party.

          (f) SURVIVAL OF OBLIGATIONS. The obligations of the Company and the
Holders under this Section 4.7 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Section 4 and
shall survive the termination of this Agreement.

     4.8. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities pursuant to this Section 4 may be assigned (but
only with all related obligations) by a Holder to (i) any Affiliate of such
Holder or (ii) a transferee or assignee of such Holder's Registrable Securities
representing at least 5% of the then-outstanding Registrable Securities,
provided the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being assigned
and such transferee or assignee becomes a party to this Agreement. For the
purposes of determining the number of shares of 

                                       16

<PAGE>
 
Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a business entity who are affiliates, retired
affiliates of such entity (including spouses and ancestors, lineal descendants
and siblings of such affiliates or affiliates who acquire Registrable Securities
by gift, will or intestate succession) shall be aggregated together with the
business entity; provided that all assignees and transferees who would not
qualify individually for assignment of registration rights shall have a single
attorney-in-fact for the purpose of exercising any rights, receiving notices or
taking any action under Section 4.

     4.9. REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public pursuant to a registration on Form S-3
or without registration, the Company agrees to:

          (a) file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC
thereunder (or, if the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available such information as is
specified in Section (c)(2) of Rule 144), all to the extent required from time
to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC;

          (b) take such action as may be necessary from time to time to enable
the Holders to utilize Form S-3 (or any successor form that provides for
short-form registration) for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the Effective Date; and

          (c) furnish to any Holder, so long as accurate and so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
SEC Rule 144 (at any time after 90 days after the Effective Date), the
Securities Act and the Exchange Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (or any successor form that
provides for short-form registration) (at any time after it so qualifies), (ii)
a copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.

     4.10. "MARKET STAND-OFF" AGREEMENT.

          (a) Each Holder hereby agrees with respect to the first two registered
primary offerings of Common Stock effected by the Company for its own account
after the Effective Date that, during the period of duration (up to, but not
exceeding, 120 days, it being understood that the Company will request that such
managing underwriter consider in good faith whether to permit a lesser period of
time) specified by the managing underwriter for such offering following the
effective date of the applicable registration statement of the Company filed
under the Securities Act, it shall not, to the extent requested by the Company
and such managing 

                                       17

<PAGE>
 
underwriter, directly or indirectly, effect or agree to effect any public sale
or distribution, including any short sale, of shares of Common Stock (or any
securities convertible into or expressible for shares of Common Stock), other
than as part of such underwritten public offering; provided, however, that all
officers and directors of the Company and all other Persons with registration
rights (whether or not pursuant to this Agreement) enter into similar
agreements.

          (b) In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other Person subject to the
foregoing restrictions) until the end of such period, and each Holder agrees
that, if so requested, such Holder will execute an agreement in the form
provided by the underwriter containing terms that are substantially consistent
with the provisions of this Section 4.10.

     4.11. OTHER REGISTRATION RIGHTS. Except with respect to shares of Common
Stock issued in connection with acquisitions by the Company that, individually
or in the aggregate, do not exceed $20 million in aggregate consideration, if
the Company at any time grants to any other holders of its securities any rights
to request the Company to effect the registration under the Securities Act of
any such securities on terms more favorable to such holders than the terms set
forth in this Agreement, the terms of this Agreement shall be deemed amended or
supplemented to the extent necessary to provide the Holders such more favorable
rights and benefits and the Company shall promptly give notice to the Holders
specifying such amendments or supplements.

                                   SECTION 5

                              CORPORATE GOVERNANCE

    5.1.  BOARD OF DIRECTORS.  Bank and the Company hereby agree as follows:

          (a) Bank shall be entitled to nominate two directors to the Board. The
first such director will be appointed to the class of directors whose term
expires in 2002 and the second such director will be appointed to the class of
directors whose term expires in 2003. At the expiration of their respective
initial terms in office, the Company shall nominate each of such Bank-nominated
directors for reelection with his or her class for reelection to a full
three-year term (respectively, the "Full Term"). The Company hereby agrees that,
at and in connection with each annual or special meeting of shareholders of the
Company at which directors of the Company are to be elected occurring prior to
the completion of the applicable Full Term, the Company, the Board and the
nominating committee thereof will (i) nominate and recommend to shareholders for
election or re-election as part of the management slate of directors such
individuals nominated by Bank and (ii) the Company shall use all Commercially
Reasonable Efforts to cause the election or re-election of such individuals,
including without limitation providing the same type of support for the election
of such individuals as directors of the Company as provided by the Company, its
directors, its management and its Affiliates to other Persons standing for
election as directors of the Company as part of the management slate, in 

                                       18

<PAGE>
 
each case to the extent necessary so that each of such Bank-nominated directors
is elected to and able to serve his or her applicable Full Term.

          (b) As long as any Bank-nominated director is then serving on the
Board pursuant to Section 5.1(a), the Company will use its Commercially
Reasonable Efforts to cause each of the audit and compensation committees of the
Board, and such other key committees of the Board as the parties shall mutually
agree from time to time, to include at least one director designated by Bank,
other than under circumstances in which it would be inconsistent with applicable
Law (as, for example, in the case of certain special committees of independent
directors formed to consider matters relating to Bank).

          (c) The Company shall give such further assurances to Bank, and shall
execute, acknowledge and deliver all such other instruments (including without
limitation any amendments to its articles of incorporation and by-laws) and take
such further action as may be reasonably necessary or appropriate to effectuate
the provisions of this Section 5.1.

     5.2. COMPLIANCE WITH BANK REGULATORY MATTERS.

          (i) The Company shall not acquire (A) more than 5% of any class of (1)
     "voting securities" (as such terms is defined in the U.S. Bank Holding
     Company Act of 1956, as amended, and the U.S. Federal Reserve Board's
     regulations thereunder), (B) more than 24.9% of the equity or (C)
     substantially all the assets of any company or business in the United
     States, or engage in the United States in any activity other than a
     Permissible Activity, or acquire any other assets in the United States
     other than in connection with a Permissible Activity. For purposes of the
     preceding sentence, a "Permissible Activity" means an activity that is
     permitted for a bank holding company pursuant to Section 4(c)(8) or Section
     4(k) of the United States Bank Holding Company Act of 1956, as amended.

          (ii) The Company shall not conduct any business, and shall not acquire
     any ownership interest in any entity, such that the Company would be an
     entity in which Bank is not permitted to hold a "substantial investment"
     within the meaning of such term pursuant to the Bank Act (Canada) as
     amended from time to time.

          (iii) Prior to making such acquisition or engaging in any such
     activity, the Company shall provide Bank with reasonable prior written
     notice describing the proposed transaction and the other party or parties
     thereto and shall cooperate with Bank in preparing, filing and obtaining,
     and Bank shall use its Commercially Reasonable Efforts to prepare, file and
     obtain, at the Company's expense, any approvals or consents that may be
     necessary under applicable law.

          (iv) Notwithstanding anything in this Agreement to the contrary, in
     the event that the Company fails to comply with the provisions of this
     Section 5.2, without limiting any other rights that Bank may have with
     respect to such failure to comply, Bank will cease to be bound by the
     restrictions on transfer set forth in Section 2 of this Agreement and shall
     automatically be permitted to request that the Company effect the
     registration of its Registrable Securities pursuant to Section 4.2;
     provided that unless specifically 

                                       19

<PAGE>
 
          ordered otherwise by the Minister of Finance (Canada), the
          Superintendent of Financial Institutions appointed under the Bank Act
          (Canada) or the U.S. Federal Reserve Board, Bank shall use it
          Commercially Reasonable Efforts to dispose of its Registrable
          Securities in a manner that, to the extent practicable in the
          circumstances, does not unduly disrupt the public trading market of
          the Common Stock.

                                   SECTION 6

                                  MISCELLANEOUS

     6.1. LEGENDS. (a) In addition to any other legend that may be required and
be placed thereon, each certificate representing the Shares shall be endorsed
with a legend in substantially the following form:

                             TRANSFER IS RESTRICTED

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN GLOBAL PAYMENTS INC. AND CANADIAN
IMPERIAL BANK OF COMMERCE, DATED AS OF MARCH ____, 2001, A COPY OF WHICH IS
AVAILABLE FROM THE COMPANY.

          (b) Bank agrees that the Company may also endorse any other legends
required by applicable federal or state securities laws and securities laws of
applicable foreign jurisdictions. The Company shall not be required (a) to
transfer on its books any Shares that have been sold or transferred in violation
of the provisions of this Agreement (including the foregoing legends), or (b) to
treat as the Beneficial Owner of the Shares, or otherwise to accord voting or
dividend rights to, any transferee to whom the Shares have been transferred in
contravention of this Agreement (or such legends).

          (c) The Company shall issue new certificates not bearing the legends
set forth or contemplated above in exchange for legended certificates (i) as
provided in Section 4.3(o) or (ii) upon the request of any Holder who submits
such certificates to the Company for exchange together with an opinion of
counsel reasonably acceptable to the Company to the effect that such legend or
legends are no longer required under the Securities Act or applicable state
securities laws and that the securities represented by such certificates are no
longer subject to transfer restrictions under this Agreement.

     6.2. ENFORCEABILITY/SEVERABILITY. The parties hereto agree that each
provision of this Agreement shall be interpreted in such a manner as to be
effective, valid and enforceable to the fullest extent permitted under
applicable law. If any provision of this Agreement shall nonetheless be held to
be prohibited by or invalid under applicable law, such provision shall be
effective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     6.3. REMEDIES. Each party hereto will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of
any provision hereof, and to exercise all other rights existing in its favor.
Each party hereto agrees and acknowledges that 

                                       20

<PAGE>
 
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that the parties hereto would be irreparably damaged in the
event any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that either party hereto shall be entitled to preliminary and permanent
injunctive relief to prevent breaches of the provisions of this Agreement by the
other party hereto without the necessity of proving actual damages or of posting
any bond, and to enforce specifically the terms and provisions hereof and
thereof, which rights shall be cumulative and in addition to any other remedy to
which the parties hereto may be entitled hereunder or at law or equity.

     6.4. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement constitutes
the entire agreement between the parties hereto relative to the subject matter
hereof and supersedes any previous agreement among the parties. Subject to the
exceptions specifically set forth in this Agreement, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the parties. Bank
may assign or transfer its rights under this Agreement to a Subsidiary or other
Affiliate.

     6.5. GOVERNING LAW; WAIVER OF JURY TRIAL, ARBITRATION. (i) This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed therein. The parties
to this Agreement hereby agree to submit to the jurisdiction of the courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof in any
action or proceeding arising out of or relating to this Agreement. The parties
hereto irrevocably and unconditionally waive trial by jury in any legal action
or proceeding in relation to this Agreement and for any counterclaim therein.
Any dispute or controversy between the Company and any Holder arising under or
in connection with this Agreement shall be resolved by arbitration (by three
arbitrators) in New York, New York conducted in accordance with the then
prevailing rules of the American Arbitration Association, except that, in the
selection of the panel of three arbitrators, the Company and such Holder shall
each select one arbitrator and such party-selected arbitrators shall select the
third arbitrator. The parties hereby agree that no party shall be entitled to
punitive damages hereunder. If any party shall fail to select an arbitrator
within 30 days after being notified by the other party of the commencement of
arbitration proceedings under this Section 6.5, the notifying party may apply to
the American Arbitration Association for the appointment of an arbitrator on
behalf of the other party. The judgment of the arbitrators in any such
proceeding shall be final, binding and conclusive on the parties, and a judgment
may be entered by the prevailing party on account thereof. The prevailing party
or parties in an arbitration conducted pursuant to this Section 6.5 shall be
entitled to recover its legal fees and expenses from the losing party or parties
thereof.

     6.6. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

     6.7. HEADINGS. The section headings of this Agreement are for convenience
and shall not by themselves determine the interpretation of this Agreement.

                                       21

<PAGE>
 
     6.8. NOTICES. Any notice required or permitted hereunder shall be given in
writing and shall be conclusively deemed effectively given (a) upon personal
delivery, (b) one Business Day after deposit with a nationally recognized
overnight delivery service, (c) five days after deposit in the United States
mail, by registered or certified mail, postage prepaid, or (d) when telecopied,
receipt acknowledged, addressed in each case to the appropriate address and
facsimile numbers set forth below (or to such other address as a party may
designate by ten days' advance written notice to the other parties):


            If to Bank, to:

            c/o CIBC World Markets Inc.
            161 Bay Street, BCE Place
            7th Floor
            Toronto, Ontario M5J 258
            Attention:  Richard E. Venn, Senior Executive Vice President
            Facsimile No.: (416) 594-8223
            and
            Attention:  David Marshall, Vice Chairman
            Facsimile No.: (416) [___-____]


            with a copy to:

            Canadian Imperial Bank of Commerce
            Legal and Compliance Division
            199 Bay Street
            Commerce Court West
            15th Floor
            Toronto, Ontario M5L 1A2
            Attention:  Robert J. Richardson, Associate General Counsel
            Facsimile No.: (416) 304-2860


            and to:

            Simpson Thacher & Bartlett
            425 Lexington Avenue
            New York, New York 10017
            Attention:  Lee Meyerson, Esq.
            Facsimile No.: (212) 455-2502


            If to the Company, to:

            Global Payments Inc.
            #2 National Data Plaza
            Atlanta, Georgia 30329-2010
            Attention: Office of the General Counsel
            Facsimile No: (404) 728-2990

                                       22

<PAGE>
 
     6.9. AMENDMENT OF AGREEMENT. This Agreement may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Holders of
a majority of the Registrable Securities then outstanding. Each Holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any consent authorized by this Section 6.9, whether or not such Registrable
Securities shall have been marked to indicate such consent.

     6.10. NO INCONSISTENT AGREEMENTS. The Company agrees not to enter into any
other agreement that is inconsistent with or conflicts with any provision of
this Agreement or which would impair its ability to perform its obligations
under this Agreement on a timely basis.

                                       23

<PAGE>
 
            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date above set forth.

                                    GLOBAL PAYMENTS INC.

                                    By: /s/ Suellyn P. Tornay
                                        -------------------------------------
                                        Name: Suellyn P. Tornay
                                        Title: General Counsel


                                    CANADIAN IMPERIAL BANK OF COMMERCE

                                    By:  Christine Croucher
                                        -------------------------------------
                                        Name:  Christine Croucher
                                        Title:  



                                    By:  David A. Caldwell
                                        -------------------------------------
                                        Name:  David A. Caldwell
                                        Title:  

                                       24



<PAGE>
 
                                                                    Exhibit 10.3

                          MARKETING ALLIANCE AGREEMENT


      MARKETING ALLIANCE AGREEMENT dated as of March 20, 2001 among CANADIAN
IMPERIAL BANK OF COMMERCE, a bank formed under the laws of Canada (the "Bank"),
and NATIONAL DATA PAYMENT SYSTEMS, INC., a New York corporation ("NDPS"), GLOBAL
PAYMENTS CANADA INC. an Ontario corporation ("GPI CANADA") and GLOBAL PAYMENTS
INC. a Georgia corporation ("GLOBAL PAYMENTS") as the guarantor of NDPS' and GPI
Canada's obligations hereunder, as described on the last page of this Agreement.

      WHEREAS, the Bank and NDPS (and National Data Corporation and Global
Payments as the guarantors of NDPS' obligations) entered into an Asset Purchase
Agreement dated November 9, 2000 (the "ASSET PURCHASE AGREEMENT"), pursuant to
which the Bank agreed to sell to NDPS the Assets Sold (as defined therein);

      WHEREAS, the parties have each agreed to undertake or cause to be
undertaken certain activities with respect to the Merchant Business;

      WHEREAS, it was a condition to the consummation of the transactions
provided for in the Asset Purchase Agreement that the Bank and NDPS enter into
this Marketing Alliance Agreement;

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the Bank
 and NDPS agree as follows:

SECTION 1.    DEFINITIONS AND INTERPRETATION

SECTION 1.1   CERTAIN DEFINED TERMS.  For purposes of this Agreement, the 
following terms shall have the following meanings:

      "ACCOUNT FEES" has the meaning set forth in Section 5.2.

      "ADVISORS" means, with respect to a Person, the Person's employees,
agents, professional advisors and consultants and "ADVISOR" means any one of
them.

      "AFFILIATES" means, with respect to the Person specified, a Person that
Controls or is Controlled by, or is under common Control with, the Person
specified.

      "AGGREGATE TRANSACTION VOLUME" has the meaning set forth in Section
8.3(e).

      "AMICUS" has the meaning set forth in Section 8.3(b).

      "ARBITRATION" has the meaning set forth in Section 22.5.

      "ARBITRATION ACT" has the meaning set forth in Section 22.5.

      "ASSET PURCHASE AGREEMENT" has the meaning set forth in the Recitals.

                                       1

<PAGE>
 
      "ASSIGNED MERCHANT AGREEMENTS" means the Existing Merchant Agreements (but
not the Excluded Merchant Agreements).

      "ASSOCIATION RULES" means the rules and regulations established from time
to time by a Credit Card Association or Network Organization.

      "BANK DATA" means all data and information, including, but not limited to,
personal information, account balance information, facts, records, business data
tapes and documents, relating to the Bank's businesses (other than the Merchant
Business or information which has otherwise been disclosed by a Merchant or a
customer to NDPS and/or GPI Canada directly or is available in the public
domain).

      "BANK DEFAULT" has the meaning set forth in Section 14.2.

      "BANK MARKS" means the Bank's trade name and trade-marks specifically
identified in the Trademark Licence Agreement.

      "BANK SERVICE LOCATION" means any location where the Bank performs Bank
Services.

      "BANK SERVICES" means the services to be provided by, and all other
obligations of, the Bank expressly provided for in this Agreement in fulfilment
of obligations under the Merchant Agreements, including the Transition Services
for so long as, and to the extent that, they are provided under the Transition
Agreement.

      "BANK'S U.S. ICAS/BINS" has the meaning set forth in Section 8.3(b).

      "BIN" means a Bank Identification Number used in connection with Credit
Card Transactions, as described in greater detail in the applicable Association
Rules.

      "BIN REPORTING" has the meaning set forth in Section 8.2.

      "BUSINESS DAY" means any day excluding Saturday, Sunday and any day on
which banking institutions located in Toronto, Ontario, St. Louis, Missouri or
Atlanta, Georgia are authorized by law or other governmental action to be
closed.

      "BUSINESS RECOVERY PLANS" means, as the case may be, NDPS' and/or GPI
Canada's business recovery procedures with respect to the Merchant Business to
be implemented by NDPS and GPI Canada pursuant to the conditions imposed by the
Office of the Superintendent of Financial Institutions in its conditional order
permitting NDPS to process data relating to the Merchant Business from a
location outside Canada, and under the Transition Agreement, such procedures may
be updated and modified from time to time in accordance with the terms of this
Agreement, and the Bank's business recovery procedures with respect to the Bank
Services, as such procedures may be modified from time to time in accordance
with the terms of this Agreement.

                                       2

<PAGE>
 
      "CANADIAN FINANCIAL INSTITUTION" has the meaning set forth in the Asset
Purchase Agreement.

      "CARD TRANSACTIONS" means Credit Card Transactions and Debit Card
Transactions.

      "CHAIR" has the meaning ascribed thereto in Section 22.5.

      "CHARGEBACK" has the meaning, with respect to VISA, specified in the VISA
Rules and, with respect to any other Credit Card Association or Network
Organization, has the meaning given to the equivalent term under the applicable
Association Rules.

      "CIBC SYSTEM" has the meaning set forth in Section 10.5.

      "CLEARING SYSTEM RULES" means, for a Clearing System, the rules and
regulations established from time to time relating to the use and operation of
the Clearing System.

      "CLEARING SYSTEM" means the relevant payment system, such as the Canadian
Payments Association, used to effect payments for Card Transactions.

      "CLIENT RELATIONS REPRESENTATIVE" has the meaning set forth in Section
15.1.

      "COMMERCIALLY REASONABLE EFFORTS" means the efforts that a prudent person
who desires to complete a transaction or other action would use in similar
circumstances to ensure that a closing or other result occurs as expeditiously
as possible without the necessity of assuming any material obligations or paying
any material amounts to an unrelated third party.

      "CONTROL" exists when a Person owns beneficially, directly or indirectly,
more than 50% of another Person's outstanding voting securities or where a
Person has the ability to elect a majority of the directors of another Person;

      "CREDIT CARD" means a credit card or Off-Line Debit Card bearing the
symbol of a Credit Card Association which is accepted by a Merchant pursuant to
the terms of a Merchant Agreement, and in respect of which Credit Card
Transactions are cleared and settled through the Credit Card Interchange System.

      "CREDIT CARD ASSOCIATIONS" means VISA U.S.A., Inc., VISA Canada Inc.,
the Canadian MasterCard entity, if any, MasterCard USA, Inc., Visa
International, Inc., MasterCard International, Inc. or any other association
that the parties may agree upon from time to time and any successor
organization or association of any of them.

      "CREDIT CARD CLEARING DATE" means the date the Credit Card Association
receives the information relating to a Card Transaction from NDPS or its
Merchant Accounting Processor.

                                       3

<PAGE>
 
      "CREDIT CARD INTERCHANGE SYSTEM" means a system of clearing and settling
Credit Card Transactions established by a Credit Card Association.

      "CREDIT CARD TRANSACTION" means an electronic or documentary transaction
involving a Merchant pursuant to which the method of payment is by Credit Card.

      "CREDIT CARD TRANSACTION RECORDS" means the electronic or documentary
files relating to Credit Card Transactions.

      "CREDIT FACILITY" has the meaning set forth in the Asset Purchase
Agreement.

      "CREDIT LOSS" means a loss resulting from the failure by a Merchant to pay
amounts owed by it under a Merchant Agreement, other than amounts owed by reason
of a Chargeback.

      "DEBIT CARD" means an on-line debit card, bearing the symbol of a Network
Organization, which is accepted by a Merchant pursuant to the terms of a
Merchant Agreement and in respect of which Debit Card Transactions are cleared
and settled through the Bank in accordance with the procedures established by
the applicable Network Organization.

      "DEBIT CARD TRANSACTION" means an electronic transaction involving a
Merchant pursuant to which the method of payment is by Debit Card.

      "DEBT CARD TRANSACTION RECORDS" means the electronic or documentary files
relating to a Debit Card Transaction.

      "DISPUTE" has the meaning set forth in Section 22.1.

      "EFT" means an electronic funds transfer.

      "EMERGENCY" has the meaning set forth in Section 2.7.

      "EXCLUDED MERCHANT AGREEMENTS" has the meaning given to such term in the
Asset Purchase Agreement.

      "EXISTING MERCHANT AGREEMENT" means an agreement, whether oral or written,
dated before the date of this agreement and in effect on the date hereof between
the Bank and a merchant pursuant to which the Merchant undertakes to honour
Cards, to deposit Card Transaction records with the Bank and to settle with the
Bank for Card Transactions with the Bank and the Bank agrees to provide such
other related services as may be set forth in such agreement and a merchant
member agreement, an instant payment service agreement, a terminal authorization
and draft deposit service agreement, an instant payment merchant agreement, a
guaranteed reservation service agreement, a merchant 

                                       4

<PAGE>
 
tape deposit service agreement, a telephone and mail order agreement, a merchant
agreement acceptance form, and applications for merchant service.

      "FORCE MAJEURE EVENT" has the meaning set forth in Section 12.2.

      "FOREIGN INTERCHANGE AMOUNT" has the meaning set forth in Section 7.3(a).

      "FOREIGN INTERCHANGE NOTICE" has the meaning set forth in Section 7.3(c).

      "FOREIGN TRANSACTIONS" has the meaning set forth in Section 7.3(a).

      "GOVERNMENTAL ENTITY" means (i) any multinational, federal, provincial,
state, municipal, local or other governmental or public department, central
bank, court, commission, board, bureau, agency or instrumentality, whether
domestic or foreign (ii) any subdivision or authority of any of the foregoing,
or (iii) any quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under or for the account of any of the above.

      "ICA" means the identification or account number used by a member of a
Credit Card Association in connection with certain Credit Card Transactions, as
described in greater detail in the applicable Association Rules.

      "INDEMNITEE" has the meaning set forth in Section 20.1.

      "INDEMNITOR" has the meaning set forth in Section 20.1.

      "INDEPENDENT SALES ORGANIZATION" means a non-Affiliated sales organization
that may refer merchants to NDPS in connection with the Merchant Business.

      "INTERAC" means Interac Association.

      "INTERCHANGE FEE" means a fee payable to the applicable Credit Card
Association (part of which is payable to the applicable Credit Card issuer) in
respect of a Credit Card Transaction.

      "INITIATING PARTY" has the meaning set forth in Section 22.2.

      "ISSUING ACCOUNT" means an account maintained by the Bank for the purposes
of clearing Credit Card Transactions in respect of which the cardholder making
the transaction uses a Credit Card issued by the Bank and the Merchant maintains
a Merchant Depository Account at the Bank.

      "JOINT DIRECTOR COMMITTEE" means a committee comprised of two directors of
Global Payments nominated by the Bank (or if the Bank has not nominated two
directors, then the members of the Bank on the Committee shall be the remaining
director if any, of 

                                       5

<PAGE>
 
Global Payments,  and an officer or officers of the Bank designated by the Bank)
and two directors of Global Payments Inc. designated by NDPS.

                                       
      "KEY ACCOUNTS" has the meaning set forth in Section 2.7.

      "KEY ACCOUNT NOTICE" has the meaning set forth in Section 2.7.

      "LAWS" means all applicable laws including all statutes, codes,
ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral
or administrative or ministerial or departmental or regulatory judgments,
orders, decisions, ruling or awards, guidelines, standards, policies and
procedures enacted by a regulatory body or pursuant to statutory authority or
requirement and general principles of common and civil law and equity, binding
on the Person referred to in the context in which the word is used.

      "LEGAL CHANGE" has the meaning set forth is Section 9.2.

      "LOSSES" has the meaning set forth in Section 20.1.

      "MASTERCARD" means, as applicable, the Canadian MasterCard entity, if
any, MasterCard International, Inc., MasterCard USA, Inc. and their
respective successor organizations.

      "MASTERCARD CARD" means a Credit Card bearing the symbol of MasterCard,
Credit Card Transactions in respect of which are cleared and settled through the
MasterCard Credit Card Interchange System.

      "MASTERCARD RULES" means the rules and regulations established by
MasterCard.

      "MERCHANT" means any Person (other than the Bank or NDPS and/or GPI
Canada) that is a party to a Merchant Agreement.

      "MERCHANT ACCOUNTING PROCESSOR" means a processor designated by NDPS from
time to time to perform data processing relating to Credit Card Transactions.

      "MERCHANT AGREEMENTS" means the Assigned Merchant Agreements and the
New Merchant Agreements.

      "MERCHANT BUSINESS" has the meaning set forth in the Asset Purchase
Agreement.

      "MERCHANT DEPOSITORY ACCOUNT" means a current account maintained by a
Merchant with the Bank or another financial institution for the purposes of
receiving funds in connection with Card Transactions and making payments of
amounts owing by the Merchant under the applicable Merchant Agreement.

                                       6

<PAGE>
 
      "MERCHANT PROCESSING SERVICES" means the products and services offered as
part of the Merchant Business.

      "MERCHANT'S EDGE PROGRAM" means the program between the Bank and National
Bank of Canada (or any other Canadian MasterCard issuer) in association with the
trade-mark "Merchant's Edge" under which Merchants may receive same day value
and next Business Day access to deposits for their VISA and MasterCard sales.

      "NDPS ACCOUNT" has the meaning set forth in Section 5.1(c).

      "NDPS DEFAULT" has the meaning set forth in Section 14.3.

      "NDPS DATA" shall mean all information relating to the business of NDPS
and its Affiliates including, without limitation, the Merchant Business
(including, without limitation, information regarding the identity of the
Merchants as customers of the Merchant Business, rate information, services
provided to Merchants and processing volumes) and the Assets Sold (as defined in
the Asset Purchase Agreement) (other than information which has otherwise been
disclosed by a Merchant or a customer to the Bank directly or is available in
the public domain).

      "NDPS SERVICES" means (i) all services to be provided to Merchants by, and
all other obligations of, the Bank under or in respect of the Assigned Merchant
Agreements except for the Transition Services (only for so long as and to the
extent that they are to be provided under the Transition Agreement) and except
for the Bank Services, (ii) all services to be provided by, and all other
obligations of, NDPS and/or GPI Canada under the New Merchant Agreements, and
(iii) the services and obligations of NDPS and/or GPI Canada expressly provided
for in this Agreement.

      "NDPS SERVICE LOCATION" means any location where NDPS and/or GPI Canada
performs any NDPS Services.

      "NDPS USER'S FEE" has the meaning set forth in Section 8.3(e).

      "NETWORK ORGANIZATION" means the Interac Association or any legal
successor organization.

      "NEW MERCHANT AGREEMENTS" has the meaning set forth in Section 2.5(a)

      "OFF-LINE DEBIT CARD" means a payment card bearing the name of a Credit
Card Association which is settled through the Credit Card Interchange System but
the charges are debited from the cardholder's account by the issuer rather than
being billed pursuant to a monthly statement.

      "ON US CASH ADVANCES" has the meaning set forth in Section 4.1(h).

                                       7

<PAGE>
 
      "OPERATIVE DOCUMENTS" means, collectively, the Asset Purchase Agreement,
the Stock Purchase Agreement, this Agreement, the Transition Agreement, the
Trademark Licence Agreement, the Investor Rights Agreement, the Credit Facility
and the General Conveyance Agreement (all as referred to in the Asset Purchase
Agreement).

      "ORDINARY COURSE" means, with respect to an action taken by a Person in
respect of a business, that such action is consistent with the past practices of
the Person and is taken in the ordinary course of operations of the Person
relating to that business.

      "ORIGINATE" means the transmission of a file to a Clearing System for the
purposes of effecting an EFT.

      "PAPER PROCESSING VENDOR" means the entity that NDPS designates to receive
documentary records relating to Card Transactions and that is responsible for
entering the relevant information concerning such transactions into an
electronic format.

      "PERSON" means a natural person, partnership, limited liability
partnership, corporation, joint stock company, trust, unincorporated
association, joint venture or other entity or Governmental Entity.

      "PRIVACY POLICIES AND PROCEDURES" means the privacy policies and
procedures attached as SCHEDULE 11.6, as such procedures may from time to time
be modified by the Bank, acting reasonably.

      "RESERVE ACCOUNT" has the meaning set forth in Section 7.1(c).

      "SECURITY POLICIES AND PROCEDURES" means the security policies and
      procedures
of NDPS set out on SCHEDULE 10.3(A), and of the Bank set out on SCHEDULE10.3(B),
relating to the Merchant Business, as such policies may be modified from time to
time in accordance with the provisions hereof.

      "SERVICE LEVELS" means the services levels in respect of the Services set
forth in SCHEDULE 3.

      "SERVICE LOCATIONS" means, collectively, the Bank Service Locations and
the NDPS Service Locations.

      "SERVICES" means, collectively, the NDPS Services and the Bank Services.

      "SETTLEMENT" means the settlement of funds through a Credit Card
Interchange System or Network Organization.

      "SETTLEMENT ACCOUNTS" has the meaning set forth in Section 5.1(a).

      "SHORTFALL" means any shortfall in funds in the applicable Settlement
Account in respect of the Bank's reimbursement rights described in Sections
4.1(f) and 4.2(e).

                                       8

<PAGE>
 
      "STATEMENT OF DISPUTE" has the meaning set forth in Section 22.5.

      "SUBSIDIARY" has the meaning given to such term in the Business
Corporations Act (Ontario).

      "TERRITORY" means the United States (and all of its territories) and
Canada.

      "THIRD PARTY ASSIGNEE" has the means set forth in Section 2.2(b).

      "TRADEMARK LICENCE AGREEMENT" means the trademark licence agreement dated
the date hereof between the Bank, NDPS and GPI Canada.

      "TRANSITION AGREEMENT" means the agreement dated the date hereof between
the Bank, NDPS, GPI Canada and Global Payments (as the guarantors of NDPS' and
GPI Canada's obligations thereunder) by which the Bank is required to provide
certain services in support of the Merchant Business during the Transition
Period.

      "TRANSITION PERIOD" has the meaning set forth in the Transition Agreement.

      "U.S. BINS AGREEMENT" has the meaning set forth in Section 8.3(b).

      "VISA" means, as applicable, VISA U.S.A., Inc., VISA Canada Inc. or
Visa International, Inc. or any successor organization of any of them.

      "VISA CARD" means a Credit Card bearing the symbol of VISA, Credit Card
Transactions in respect of which are cleared and settled through the VISA Credit
Card Interchange System.

      "VISA RULES" means the applicable rules and regulations established from
time to time by VISA.

SECTION 1.2       HEADINGS AND TABLE OF CONTENTS. The division of this Agreement
into Sections, the insertion of headings and the provision of a table of
contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

SECTION 1.3 NUMBER AND GENDER. Unless the context requires otherwise, words
importing the singular include the plural and vice versa and words importing
gender include all genders.

SECTION 1.4 PERFORMANCE ON BUSINESS DAYS. Except as expressly provided for
herein, if any payment is required to be made or other action is required to be
taken pursuant to this Agreement on a day which is not a Business Day, then such
payment or action shall be made or taken on the next Business Day.

                                       9

<PAGE>
 
SECTION 1.5 REFERENCES. Any reference in this Agreement to any Law, Association
Rule or Clearing System Rule shall, unless otherwise expressly stated, be deemed
to be a reference to such Law, Association Rule or Clearing System Rule as
amended, restated or re-enacted from time to time.

SECTION 1.6 SECTION AND SCHEDULE REFERENCES. Unless the context requires
otherwise, references in this Agreement to Sections or Schedules are to Sections
or Schedules of this Agreement. The Schedules to this Agreement form part of
this Agreement and are as follows:

SCHEDULES

Schedule 2.5            New Merchant Agreements
Schedule 2.7      -     Key Accounts
Schedule 3        -     Service Levels
Schedule 7.2      -     Chargebacks and Credit Losses on Certain Accounts
Schedule 10.3(a)  -     NDPS Security Policies and Procedures
Schedule 10.3(b)  -     Bank Security Policies and Procedures
Schedule 11.6     -     Bank Privacy Policies and Procedures
Schedule 15       -     Initial Client Relations Representatives


SECTION 1.7 PARTIES. GPI Canada is a party to this Agreement for the purposes of
exercising such rights and fulfilling such obligations that relate to the
performance of the business of acquiring and leasing point-of-sale terminals to
Merchants and acting as an independent sales organization to the extent that
such activities relate to the conduct of the Merchant Business, and all
references to "NDPS and/or GPI Canada" herein shall be interpreted to mean the
relevant party as the context requires, provided that NDPS guarantees the
obligations of GPI Canada in accordance with the provisions of the last page of
this Agreement.

SECTION 2.  MERCHANT AGREEMENTS

SECTION 2.1 ASSIGNED MERCHANT AGREEMENTS. The parties acknowledge that pursuant
to Section 2.1(a) of the Asset Purchase Agreement, the Bank has effected an
equitable assignment to NDPS of all of the Bank's rights under the Assigned
Merchant Agreements (it being further acknowledged that the Bank is continuing
as a party to the Assigned Merchant Agreements). Notwithstanding the foregoing,
the parties acknowledge that NDPS has the absolute right, by giving notice to
the applicable Merchants, to cause the equitable assignment described above to
be converted into a legal assignment of such rights. The parties also confirm
their intention that NDPS' and GPI Canada's covenant in Section 3.1 to provide
the NDPS Services will result in NDPS and/or GPI Canada assuming and performing
all of the Bank's obligations under the Assigned Merchant Agreements (except for
the Bank Services) without affecting the Bank's contractual obligations to
Merchants pursuant to the Assigned Merchant Agreements.

                                       10

<PAGE>
 
SECTION 2.2 FURTHER ASSIGNMENT OF RIGHTS UNDER MERCHANT AGREEMENTS DURING THE
TERM.

     (a) Subject to Section 2.2(b), and separate and apart from NDPS' right to
         cause the equitable assignment of the Bank's rights under the Assigned
         Merchant Agreements to be converted into a legal assignment of such
         rights as described in Section 2.1, the Bank hereby grants to NDPS an
         irrevocable right to require the Bank, during the term of this
         Agreement, on notice from NDPS, to assign to NDPS or to any other
         Person all but not less than all of the Bank's interest in some or all
         of the Merchant Agreements in effect on the effective date of the
         notice and all of the obligations of the Bank thereunder. Neither the
         Bank nor NDPS makes any representation or warranty as to the legal
         effect of such assignment and neither party shall have liability to the
         other for any Losses incurred by the other party as a result of the
         assignment, including any Losses resulting from a termination of any
         Merchant Agreements by Merchants.

     (b) The assignment referred to in Section 2.2(a) shall be subject to the
         following conditions:

          (i)   an assignee other than NDPS or an Affiliate of NDPS (a "THIRD
                PARTY ASSIGNEE") shall not be permitted to use the Bank Marks
                without the written consent of the Bank;

          (ii)  the Bank shall have the right to cause NDPS or such Third Party
                Assignee to notify each affected Merchant that the Bank is no
                longer a party to such Merchant Agreements and to cause NDPS or
                such Third Party Assignee to convert such Merchants from the
                Bank's ICA/BINs, unless NDPS has caused the Bank to assign the
                ICA/BINs to such Third Party Assignee or other designee pursuant
                to Section 8.3(b);

          (iii) if the Bank elects to pursue its right under clause (ii), upon
                the effective date of the assignment, NDPS and the Bank agree
                that, (A) as between the Bank and such Third Party Assignee, the
                Bank shall have no further obligations or liabilities in respect
                of the Merchant Agreements (including to provide any Bank
                Services) and (B) NDPS or such Third Party Assignee and NDPS
                shall be deemed to have assumed and agreed thereafter to pay and
                discharge when due, and to indemnify and hold the Bank harmless
                with respect to, all such obligations and liabilities except for
                any obligations and liabilities of the Bank that relate to
                events (including sales transactions) occurring up to the
                effective time of such assignment or arising out of claims
                against the Bank by any party other than NDPS, any Affiliate of
                NDPS or any Third Party Assignee, who challenges the legal
                validity of any such assignment.

                                       11

<PAGE>
 
SECTION 2.3 FURTHER ASSIGNMENT OF RIGHTS UNDER ASSIGNED MERCHANT AGREEMENTS UPON
THE EXPIRY OF THE TERM.


     (a) Subject to Section 2.3(c), upon the expiry or termination of this
         Agreement, the Bank shall be deemed to have assigned to NDPS, and NDPS
         shall be deemed to have assumed, without any further action required by
         either of them, all but not less than all of the Bank's continuing
         interest (including all of the Bank's obligations and liabilities) in
         the Assigned Merchant Agreements in effect on the expiry or termination
         date.

     (b) Neither the Bank nor NDPS makes any representation or warranty as to
         the legal effect of an assignment under Section 2.3(a) and neither
         party shall have liability to the other for any Losses incurred by the
         other party as a result of the assignment, including any Losses
         resulting from a termination of any Merchant Agreements by Merchants.

     (c) Upon the effective date of the assignment, as between the Bank and
         NDPS, (i) the Bank shall have no further obligations or liabilities in
         respect of the Merchant Agreements (including to provide any Bank
         Services), (ii) NDPS shall notify each Merchant that the Bank is no
         longer a party to the Merchant Agreements, and NDPS shall be deemed to
         have assumed and agreed thereafter to pay and discharge when due, and
         to hold the Bank harmless with respect to, all such obligations and
         liabilities except for any obligations and liabilities of the Bank that
         relate to events (including sales transactions) occurring up to the
         effective time of such assignment or arising out of claims against the
         Bank by any Person (other than NDPS ) who challenges the legal validity
         of any such assignment.

SECTION 2.4 TERMINATION, MODIFICATION OF ASSIGNED MERCHANT AGREEMENTS. Subject
to the provisions of Section 2.7 with respect to the Key Accounts, NDPS shall
have the right to require the Bank to terminate or modify any of the Assigned
Merchant Agreements (including but not limited to the increase of fees or
discounts charged to Merchants) to the extent permissible thereunder in a manner
consistent with the Ordinary Course of NDPS' and/or GPI Canada's business,
provided that no modification to an Assigned Merchant Agreement may be effected
without the prior written consent of the Bank if the modification would
reasonably be expected to materially adversely affect the Bank's obligations
thereunder (which are not being performed or assumed by NDPS and/or GPI Canada),
or risks or costs arising therefrom, including with respect to Transition
Services or Bank Services. Subject to the provisions of Section 2.7, NDPS and/or
GPI Canada has the right to compel the Bank to be a party of legal proceedings
involving merchants under Assigned Merchant Agreements.

SECTION 2.5 NEW THREE PARTY MERCHANT AGREEMENTS.

     (a) The parties agree to use their Commercially Reasonable Efforts to
         attempt to enter into new written agreements with Merchants (to replace
         any 

                                       12

<PAGE>
 
         Assigned Merchant Agreement) substantially in the form attached as
         SCHEDULE 2.5 pursuant to which each of NDPS and the Bank shall be
         contracting parties with Merchants and shall be jointly and severally
         obligated to perform the services thereunder (the "NEW MERCHANT
         AGREEMENTS") within (i) three years from the date hereof as to
         Merchants listed on SCHEDULE 7.2, and (ii) five years from the date
         hereof as to Merchants other than those listed on SCHEDULE 7.2.
         Notwithstanding the form of SCHEDULE 2.5, NDPS and/or GPI Canada agrees
         to act diligently and in a commercially reasonable manner in
         negotiating a New Merchant Agreement with the Merchants listed on
         SCHEDULE 7.2. The parties acknowledge that, as to Merchants other than
         those Merchants listed on SCHEDULE 7.2, NDPS and/or GPI Canada shall be
         deemed to have used Commercially Reasonable Efforts if it mails a new
         form of agreement to such Merchants without regard to the effectiveness
         of such actions. In addition, all Merchant Agreements for new Merchants
         from and after the Closing shall be substantially in the form of the
         New Merchant Agreements. The parties agree that services under New
         Merchant Agreements shall be performed for Merchants in accordance with
         the provisions of this Agreement, namely, the Bank shall perform the
         Bank Services and NDPS and/or GPI Canada shall perform the NDPS
         Services. The parties agree that the process of converting to New
         Merchant Agreements from the Assigned Merchant Agreements shall
         commence with the Merchants listed on SCHEDULE 7.2.

     (b) If NDPS desires the Bank to assign any rights it may have under any of
         the Merchant Agreements by virtue of the fact that the Bank remains a
         party to such contracts solely to comply with the Association Rules (if
         applicable), the Bank shall enter into an assignment agreement with an
         assignee designated by NDPS within a reasonable time after request
         whereby such assignee shall assume all of the Bank's obligations and
         liabilities under such Merchant Agreements as to transactions with a
         Credit Card Clearing Date occurring after the effective date of such
         assignment.

     (c) The parties acknowledge that NDPS and GPI Canada intend to operate all
         aspects of the Merchant Business in Canada relating to the sale and/or
         leasing of point-of-sale terminals and related equipment and services
         through GPI Canada, and in connection therewith, NDPS has transferred
         to GPI Canada all of its rights and interests in all point-of-sale
         related assets purchased from the Bank pursuant to the Asset Purchase
         Agreement. Accordingly, the parties acknowledge that GPI Canada will
         enter into separate agreements with Merchants relating to the sale
         and/or leasing of point-of-sale terminals and related 

                                       13

<PAGE>
 
         equipment and services. The Parties agree that, subject to the
         provisions of the Trademark Licence Agreement, (in consideration for
         GPI being permitted to provide any of the NDPS Services), GPI Canada
         shall use the Bank Marks in connection with the sale and/or leasing of
         point-of-sale terminals and related equipment and services for
         Merchants. GPI Canada shall ensure that the point-of-sale terminal sale
         or lease agreements entered into after the Closing Date contain a
         provision requiring the Merchant to remove the Bank Marks from all
         equipment used by Merchants that cease to be a party to a Merchant
         Agreement.


SECTION 2.6 POWER OF ATTORNEY. The Bank hereby grants GPI Canada a continuing
power of attorney to execute New Merchant Agreements from time to time on behalf
of the Bank provided such New Merchant Agreements are substantially in the form
of the agreement attached as SCHEDULE 2.5, as amended by NDPS from time to time
with the prior written approval of the Bank, such approval not to be
unreasonably withheld.

SECTION 2.7 KEY ACCOUNTS. Attached hereto as SCHEDULE 2.7 is a list of Merchants
that the parties acknowledge are significant relationship customers of the Bank
(the "KEY ACCOUNTS"). If NDPS and/or GPI Canada desire to cause a Merchant
Agreement that relates to a Key Account to be terminated or modified in a
material respect or to commence or threaten legal proceedings against a Key
Account, NDPS and/or GPI Canada shall first give notice to the Bank's Client
Relations Representative of its intention to do so (a "KEY ACCOUNT NOTICE"),
which notice shall include a description of NDPS' and/or GPI Canada's proposed
course of action and the reasons therefor. A Key Account Notice indicating that
NDPS and/or GPI Canada desire either to terminate a Key Account because it
reasonably believes that a continuation of the Merchant Agreement may result in
losses to NDPS and/or GPI Canada as a result of uncollected Chargebacks or
Credit Losses or that NDPS and/or GPI Canada intends to seek injunctive relief
against the Key Account shall be considered an "EMERGENCY". The Bank must
respond to an Emergency on the same Business Day as the Key Account Notice is
delivered, if the Key Account Notice is delivered by 12:00 p.m., or the next
Business Day, if delivered after 12:00 p.m. If the Key Account Notice does not
relate to an Emergency, the Bank shall have five (5) Business Days after
delivery of the Key Account Notice to respond. If the Bank responds to NDPS
and/or GPI Canada within the applicable response time that it wishes to become
involved in the proposed action involving a Key Account with a view to avoiding
or preventing the proposed termination or legal proceeding or otherwise
addressing the issues set forth in the Key Account Notice, or the Bank and NDPS
and/or GPI Canada shall negotiate in good faith to ensure that a mutually
agreeable solution is reached as soon as reasonably possible. In the event that
(i) the Bank does not respond to the Key Account Notice within the applicable
response time, or (ii) the parties are unable to agree upon a solution (A) on
the same Business Day, in the case of an Emergency (or the next Business Day, if
the Key Account Notice is delivered after 12:00 p.m.), or (B) within five (5)
Business Days after the Bank has responded to any other Key Account Notice, NDPS
and/or GPI Canada shall be permitted to proceed with the course of action
proposed in the Key Account Notice. Notwithstanding the provisions of this
Section 2.7, NDPS and/or GPI Canada agrees that it shall not cause a Merchant
Agreement in respect of a Key Account to be modified in respect of fees charged
to such Merchants for a period of six months from the date of this Agreement.

                                       14

<PAGE>
 
SECTION 3.  SERVICES

SECTION 3.1 NDPS SERVICES. During the term of this Agreement NDPS and/or GPI
Canada shall furnish the NDPS Services in respect of all Merchant Agreements and
shall use its Commercially Reasonable Efforts to meet the applicable Service
Levels.

SECTION 3.2 BANK SERVICES. During the term of this Agreement the Bank shall
furnish the Bank Services in respect of all Merchant Agreements and shall use
its Commercially Reasonable Efforts to meet the applicable Service Levels.

SECTION 3.3 LICENCES AND PERMITS. Each party shall be responsible for ensuring
compliance with all applicable Laws, Association Rules and Clearing System
Rules, including any service levels established thereunder, and obtaining and
complying with the terms and conditions of all licences and permits required by
Law, Association Rules and Clearing System Rules with respect to the Services to
be performed by it or by third parties on its behalf and shall pay all fees,
costs and expenses and assume all other obligations associated therewith. NDPS
and/or GPI Canada shall be responsible for and shall pay all fines and penalties
arising from non-compliance by NDPS and/or GPI Canada with any Merchant
Agreement, Laws, Association Rules or Clearing System Rules or third party
requirements in respect of its delivery of the NDPS Services. Neither NDPS nor
GPI Canada shall be responsible for any licences, memberships, sponsorships or
permits required to be obtained and/or maintained by the Bank or for any related
fees required or incurred in connection with the performance by the Bank of the
Bank Services for greater certainty, the Bank shall pay all assessment and
membership fees of VISA. The Bank shall be responsible for and shall pay all
fines and penalties arising from non-compliance by the Bank with any Merchant
Agreement, Laws, Association Rules or Clearing System Rules or third party
requirements in respect of its delivery of the Bank Services. The parties
acknowledge that the Bank shall not be responsible for any licences or permits
or related fees required to be obtained and/or maintained by NDPS and/or GPI
Canada.

SECTION 4.  DEPOSIT AND SETTLEMENT PROCEDURES

SECTION 4.1 ACCEPTANCE, DELIVERY, AND SETTLEMENT OF CREDIT CARD TRANSACTION
RECORDS.

     (a) NDPS shall accept Credit Card Transaction Records from Merchants in
         electronic form and shall transmit to the Bank in the Ordinary Course
         of NDPS' business summary information of the amounts to be posted to
         the accounts of those Merchants whose Merchant Depository Accounts are
         maintained with the Bank and the amounts to be included on the file to
         be sent through the applicable Clearing System with respect to those
         Merchants whose Merchant Depository Accounts are maintained with other
         financial institutions.

     (b) The Bank shall accept Credit Card Transaction Records from Merchants in
         documentary form at branches of the Bank and shall cause such

                                       15

<PAGE>
 
         transactions to be sent to the Paper Processing Vendor in the Ordinary
         Course of the Bank's business. NDPS shall use Commercially Reasonable
         Efforts to ensure that, once the Paper Processing Vendor has entered
         the relevant information from the Credit Card Transaction Records in
         documentary form into an electronic format, the Paper Processing Vendor
         transmits such transaction records to NDPS, and such records shall be
         Processed by NDPS in the Ordinary Course of NDPS' business.

     (c) For the duration of the Transition Period, for transactions which are
         made by cardholders who have been issued Credit Cards by the Bank, the
         Bank shall credit funds from the Issuing Account (rather than the
         applicable Settlement Account) to the applicable Merchant Depository
         Accounts maintained at the Bank by Merchants in respect of Credit Card
         Transactions in the Ordinary Course of the Bank's business and such
         transactions shall not be processed through the Credit Card Interchange
         System. NDPS agrees to pay the Bank any out-of-pocket costs incurred by
         the Bank as a result of the processing of Credit Card Transactions
         pursuant to this Section 4.1(c). The Bank shall ensure that the Issuing
         Account has adequate funds each day to settle the aforementioned "on
         us" transactions processed that same day;

     (d) Except as provided in Section 4.1(c), the Bank shall credit funds from
         the applicable Settlement Account or as otherwise provided by NDPS
         pursuant to the Credit Facility to the Merchant Depository Accounts
         maintained with it by Merchants in respect of Credit Card Transactions
         in the Ordinary Course of the Bank's business.

     (e) Upon the receipt of the information described in Section 4.1(a), the
         Bank shall, in the Ordinary Course of the Bank's business, Originate
         and transmit to the applicable Clearing System a file specifying the
         amounts of funds from the applicable Settlement Account or as otherwise
         provided by NDPS pursuant to the Credit Facility to be credited to
         Merchants whose Merchant Depository Accounts are maintained with other
         financial institutions. If permitted by the applicable Laws,
         Association Rules and Clearing System Rules, and upon the request of
         NDPS, the Bank shall use Commercially Reasonable Efforts to offer NDPS
         all reasonable assistance to enable NDPS to itself Originate Card
         Transactions and perform EFT through the applicable Clearing System,
         including but not limited to, serving as the Originating financial
         institution for such transactions. In such event, NDPS agrees to comply
         with all applicable Laws, Association Rules and Clearing System Rules.

     (f) The parties acknowledge that, from time to time, there may be
         insufficient funds in the applicable Settlement Account to allow the
         Bank to credit Merchants' accounts pursuant to Sections 4.1(d) and (e).
         In such event, the amount of the Shortfall shall be deemed as having
         been drawn down 

                                       16

<PAGE>
 
         by NDPS on the date of the Shortfall under the terms of the Credit
         Facility.

     (g) The parties acknowledge that the Assets Sold (as defined in the Asset
         Purchase Agreement) include certain point-of-sale terminals and related
         equipment and software located in the Bank's branches, and that, for a
         period of six (6) months from the Closing Date, the Bank shall not be
         required to pay any rent or other payments to NDPS or GPI Canada in
         respect of such terminals and related equipment and software. After the
         six (6) month period, management of each of the relevant Bank branches
         shall have the option of either entering into terminal rental
         agreements with GPI Canada at a monthly rate of $20.00 per terminal per
         month or returning such point-of-sale terminals and related equipment
         and software to GPI Canada.

     (h) The parties acknowledge that the Bank currently processes certain cash
         advances at its branches for cardholders using Credit Cards issued by
         the Bank, that such transactions are processed using the point-of-sale
         terminals described in the preceding paragraph (the "ON US CASH
         ADVANCES"), that such transactions are not processed through the Credit
         Card Interchange System, and that no revenue is attributed to the
         Merchant Business in respect of On Us Cash Advances. The parties
         acknowledge that the On Us Cash Advances shall continue to be processed
         on the basis described in the preceding sentence until the earlier of
         the end of the Transition Period and the date upon which the BINs used
         by the Bank in connection with the Merchant Business have been
         segregated from the BINs used by the Bank in connection with the Bank's
         Credit Card issuing business. The Parties further acknowledge that
         nothing in this Section 4.1(h) impacts upon the revenues attributed to
         the Merchant Business in connection with cash advances processed at the
         Bank's branches for cardholders using Credit Cards issued by any Person
         other than the Bank.

                                       17

<PAGE>
 
SECTION 4.2 ACCEPTANCE, DELIVERY, AND SETTLEMENT OF DEBIT CARD TRANSACTION
RECORDS.

     (a) NDPS shall accept Debit Card Transaction Records from Merchants in
         electronic form and shall process and transmit to the Bank in the
         Ordinary Course of NDPS' business summary information in the form
         customarily used or required by the applicable Network Organization
         including information as to the amounts to be posted to the accounts of
         those Merchants whose Merchant Depositary Accounts are maintained with
         the Bank.

     (b) The Bank shall credit funds from the applicable Settlement Account, or
         as otherwise provided by NDPS pursuant to the Credit Facility, to the
         Merchant Depository Accounts maintained with it by Merchants in respect
         of Debit Card Transactions in the Ordinary Course of the Bank's
         business.

     (c) Upon the receipt of the information described in Section 4.2(a), and at
         the request of NDPS, the Bank shall Originate and transmit a file to
         the applicable Clearing System to enable a reconciliation of the
         amounts of funds from the applicable Settlement Account or as otherwise
         provided by NDPS pursuant to the Credit Facility to be credited to
         Merchants whose Merchant Depository Accounts are maintained with other
         financial institutions. If permitted by applicable Laws, Association
         Rules and Clearing System Rules, and upon the request of NDPS, the Bank
         shall use Commercially Reasonable Efforts to offer NDPS all reasonable
         assistance to enable NDPS to itself Originate Card Transactions and to
         perform EFT through the applicable Clearing System, including without
         limitation, serving as the Originating financial institution for such
         transactions. In such event, NDPS agrees to comply with all applicable
         Laws, Association Rules and Clearing System Rules.

     (d) The Bank shall accept the Debit Card Transaction Records referred to in
         paragraph (a) for Settlement in the Ordinary Course of the Bank's
         business as the "Settlement Agent", as such term is defined in the
         Interac rules, and upon the request of NDPS, shall serve as the "Direct
         Connector", as such term is defined in the Interac rules.

     (e) The parties acknowledge that, from time to time, there may be
         insufficient funds in the applicable Settlement Account to allow the
         Bank to credit Merchants' accounts pursuant to Section 4.2(b). In such
         event, the amount of the Shortfall shall be deemed as having been drawn
         by NDPS on the date of the Shortfall under the terms of the Credit
         Facility or, if a drawdown cannot occur, then such amount shall be
         repaid to the Bank by NDPS promptly upon receipt of notice thereof.

                                       18

<PAGE>
 
SECTION 4.3 ACCEPTANCE, DELIVERY AND SETTLEMENT OF MERCHANT'S EDGE CARD
TRANSACTIONS.


     (a) NDPS shall accept MasterCard and American Express Card Transaction
         Records in electronic form from Merchants participating in the
         Merchant's Edge Program and shall transmit to the Bank in the Ordinary
         Course of NDPS' business summary information of the amounts to be
         posted to the accounts of those Merchants whose Merchant Depository
         Accounts are maintained with the Bank and shall transmit to either
         American Express or National Bank, as applicable, the transaction
         information necessary for it to settle the transactions.

     (b) The Bank agrees to credit funds from the applicable Settlement Account
         or as otherwise provided by NDPS pursuant to the Credit Facility to the
         Merchant Depository Accounts maintained with it by Merchants in the
         Ordinary Course of the Bank's business.

     (c) The Bank shall transfer funds from the applicable current account
         maintained by either National Bank or American Express at the Bank to
         the applicable Settlement Account in connection with the funds credited
         pursuant to Section 4.3(b).

     (d) In addition to the foregoing, the parties agree to comply with the
         agreement between NDPS, the Bank and National Bank of Canada and the
         agreement between NDPS, the Bank and American Express to be entered
         into with relevant Merchants in respect of the Merchant's Edge Program.

SECTION 4.4 AMENDMENTS. The parties acknowledge that the procedures set out in
Section 4 may be amended by NDPS from time to time provided that such amended
procedures are in accordance with applicable Laws, Association Rules and
Clearing System Rules and the Merchant Agreements and provided further that (i)
the Service Levels set out in SCHEDULE 3 are maintained in all material respects
(subject to amendment of such Service Levels in accordance with the provisions
of this Agreement) and (ii) there is no material adverse impact on the Bank's
cost of providing Bank Services or Transition Services.


SECTION 5. PAYMENTS AND ACCOUNTS; CLEARING ARRANGEMENTS

SECTION 5.1  General.

     (a) The Bank shall maintain internal, segregated settlement accounts (the
         "SETTLEMENT ACCOUNTS"), the sole purpose of which shall be for the Bank
         to receive funds from the Credit Card Interchange Systems and Network
         Organizations, as the case may be, in connection with the Merchant
         Business. The Bank shall make the appropriate arrangements and grant
         any necessary consents required from the Bank in order to permit NDPS
         to determine the current balance of each Settlement Account at any time
         and 

                                       19

<PAGE>
 
         by the means best able to provide NDPS and/or GPI Canada with the most
         current balance available, including, without limitation and if
         available, by direct electronic review by NDPS and/or GPI Canada.

     (b) The Bank shall provide NDPS and/or GPI Canada a monthly statement of
         withdrawals and deposits for each Settlement Account.

     (c) The Bank shall on each Business Day after the transfers referred to in
         Sections 4.1(d), 4.2(b) and 4.3(b) have been effected, pay any
         remaining amounts in the Settlement Accounts to an account designated
         by NDPS (the "NDPS ACCOUNT").

     (d) The parties agree that, without the express written consent of both the
         Bank and NDPS, neither NDPS nor the Bank shall, except as provided
         herein, be entitled to, or to make any withdrawals or take any other
         action with respect to, the Settlement Accounts.

SECTION 5.2 WITHDRAWAL OF ACCOUNT FEES FROM MERCHANT DEPOSITORY ACCOUNTS. On a
monthly basis, or more frequently as determined by NDPS, NDPS shall direct the
Bank to withdraw funds from each Merchant Depository Account maintained with the
Bank in respect of service fees owed by the related Merchant pursuant to the
applicable Merchant Agreement and to Originate and transmit to the applicable
Clearing System a file that contains the service fees owed by the Merchant whose
Merchant Depository Account is maintained with financial institutions other than
the Bank (collectively, the "ACCOUNT Fees"). NDPS and/or GPI Canada shall, on
each Business Day, direct the Bank to withdraw funds from each Merchant
Depository Account in the amount of any applicable Chargebacks. The Bank shall
cause the Account Fees and Chargebacks, if any, to be deposited into the NDPS
Account.

SECTION 5.3 SETTLEMENT ACCOUNTS. The parties agree that the Settlement Accounts
shall be in the name of the Bank to comply with Association Rules concerning the
use by NDPS of the Bank's BIN numbers, as set forth in this Agreement.

SECTION 6. EXCLUSIVITY AND MARKETING

SECTION 6.1 REFERRAL OF POTENTIAL MERCHANTS.


     (a) The Bank shall, and shall cause its Subsidiaries or any other Person
         under its Control to, refer only to NDPS and/or GPI Canada any Person
         in the Territory who expresses interest in obtaining, referring or
         utilizing Merchant Processing Services, and neither the Bank nor any of
         its Subsidiaries, nor any other Person under its Control, shall solicit
         any such Person on their own behalf or on behalf of any Person other
         than NDPS and/or GPI Canada for Merchant Processing Services.

     (b) NDPS and/or GPI Canada shall pay the Bank an amount to be agreed upon
         from time to time by NDPS and/or GPI Canada and the Bank, acting
         reasonably, for each merchant that enters into a fully executed
         Merchant 

                                       20

<PAGE>
 
         Agreement and that is referred to NDPS and/or GPI Canada by a branch of
         the Bank.

     (c) If NDPS and/or GPI Canada do not wish to enter into a Merchant
         Agreement with a potential merchant customer referred to NDPS and/or
         GPI Canada by the Bank, NDPS and/or GPI Canada shall notify the Bank as
         soon as reasonably practicable and, upon receipt of such notice, the
         Bank may request that NDPS and/or GPI Canada accept such merchant in
         exchange for the Bank's agreement to subsidize or otherwise contribute
         or provide rights of indemnity with respect to the Merchant Agreement.
         If NDPS and/or GPI Canada and the Bank agree upon the terms and
         conditions of such agreement, NDPS and/or GPI Canada shall accept such
         merchant subject to such arrangement.

     (d) If NDPS and/or GPI Canada do not wish to enter into a Merchant
         Agreement with a potential merchant customer referred to NDPS and/or
         GPI Canada by the Bank (and the Bank and NDPS and/or GPI Canada do not
         agree upon the subsidy or other contribution arrangements as described
         in Section 6.1(c)), or if, in the opinion of NDPS and/or GPI Canada,
         NDPS and/or GPI Canada do not have the capability of serving the
         prospective customer, NDPS and/or GPI Canada may refer such prospective
         customer to a third party selected by NDPS and/or GPI Canada that is
         acceptable to the Bank, acting reasonably.

     (e) In the event that the third party declines to enter into a merchant
         agreement or NDPS and/or GPI Canada does not refer a prospective
         customer to a third party pursuant to Section 6.1(d), then NDPS and/or
         GPI Canada shall so notify the Bank and the Bank shall have the
         opportunity to refer the merchant to another Person.

SECTION 6.2 MERCHANT DEPOSITORY ACCOUNTS During the term of the Agreement, NDPS
and/or GPI Canada shall use Commercially Reasonable Efforts to encourage new
merchant customers to whom the Merchant Business is advertised or branded in
association with the Bank Marks to open Merchant Depository Accounts with the
Bank. During the term of this Agreement NDPS shall not to solicit or encourage
Merchants who maintain their Merchant Depository Accounts with the Bank to
transfer such accounts to any other financial institution.

SECTION 6.3 NEW PRODUCTS AND SERVICES. NDPS and the Bank agree to work together
in the development, distribution and marketing of emerging payment solutions.

SECTION 7.  CHARGE-BACKS, CREDIT LOSSES AND RISK MANAGEMENT

SECTION 7.1 CHARGEBACKS AND CREDIT LOSSES.

     (a) Except as set forth in Section 7.2 and as otherwise provided in the
         Asset Purchase Agreement or the Transition Agreement, NDPS shall be

                                       21

<PAGE>
 
         responsible for, and reimburse the Bank in respect of, all unpaid
         Chargebacks and Credit Losses and costs of collection, if any, with
         respect to transactions with Merchants with a sales date occurring on
         or after the Effective Time under the Asset Purchase Agreement unless
         the Chargeback or Credit Loss results from the failure by the Bank to
         perform its obligations under this Agreement or the Transition
         Agreement.

     (b) NDPS shall process Chargebacks and Credit Losses relating to the
         Merchant Agreements in an expeditious manner in the Ordinary Course of
         its business.

     (c) In the event NDPS, acting reasonably, deems it prudent to establish a
         reserve (a "RESERVE ACCOUNT") for a Merchant whose Merchant Depository
         Account is maintained by the Bank, the Bank shall, if and to the extent
         permitted by the account agreement with the Merchant and by applicable
         Law, within four (4) hours of the request by NDPS, debit the amount of
         the reserve specifically requested by NDPS or place a freeze on
         withdrawals by the Merchant from the Merchant Depository Account. In
         the event the Merchant is a Key Account, the request from NDPS shall be
         considered a Key Account Notice relating to an Emergency and shall be
         dealt with in accordance with Section 2.7. The establishment of a
         Reserve Account or a freeze on a Merchant Depository Account shall not
         result in or constitute a waiver or limitation of any rights of set off
         or other rights which the Bank may have against a Merchant or in
         respect of the Merchant Depository Accounts in connection with other
         obligations of any of the Merchants to the Bank.

SECTION 7.2 PAYMENT FOR CHARGEBACKS AND CREDIT LOSSES. In respect of each twelve
month period commencing after the Effective Date, the Bank agrees to pay NDPS
the amount, if any, by which the aggregate of all unpaid Chargebacks and Credit
Losses applicable to any Merchant listed on SCHEDULE 7.2 arising out of sales
transactions occurring during such twelve month period exceeds an amount equal
to twice the value of unpaid Chargebacks and Credit Losses experienced by the
Bank and attributable to such Merchant during the one year period ending October
31, 1999. The obligation of the Bank in the preceding sentence shall survive
until the earliest to occur of (a) three years from the Effective Date of this
Agreement and (b) the later of (i) the termination of the Transition Period and,
(ii) the date on which such Merchant has entered into a New Merchant Agreement,
and (c) the date on which NDPS assigns its interest under the applicable
Assigned Merchant Agreement to a third party other than an Affiliate. NDPS shall
notify the Bank within a reasonable time after experiencing uncollected
Chargebacks and Credit Losses in respect of any such Merchant and to exercise
its Commercially Reasonable Efforts to collect all such amounts. NDPS shall act
diligently and in a commercially reasonable manner in negotiating a New Merchant
Agreement with any of the Merchants listed on SCHEDULE 7.2. As soon as NDPS
becomes aware that it has a right to payment from the Bank under this Section
7.2 in respect of a Merchant, it shall forthwith notify the Bank and the Bank
shall have no obligation to pay any amounts under this Section 7.2 that relate
to the sales transactions with the Merchant occurring 

                                       22

<PAGE>
 
after the date that NDPS could terminate the relevant Merchant Agreement in
accordance with its terms once the Bank has been notified of its indemnification
obligation set out in this Section 7.2 in respect of the Merchant. NDPS and the
Bank agree that: (i) some of the Merchants listed on SCHEDULE 7.2 are Merchants
for whom the applicable Merchant Agreement applies to the Merchant and to
business divisions or Affiliates of the Merchant, (ii) all such divisions and
Affiliates are aggregated (together with the Merchant) for purposes of SCHEDULE
7.2, and (iii) for each such Merchant, no claim by NDPS for payment under this
Section 7.2 may be made unless the total of all unpaid Chargebacks and Credit
Losses for the relevant one-year period referred to above exceeds twice the
value of unpaid Chargebacks and Credit Losses for the one year period ending
October 31, 1999 calculated in respect of the Merchant on an aggregate basis and
not on a division-by-division or Affiliate-by-Affiliate basis.


SECTION 7.3 FOREIGN INTERCHANGE.

     (a) The parties acknowledge that, as part of the Merchant Business, the
         Bank has acquired VISA Credit Card Transactions outside of Canada for
         the payment of goods or services provided by a Merchant that is a party
         to an Existing Merchant Agreement ("FOREIGN Transactions"). If NDPS
         continues to acquire Foreign Transactions from and after the date
         hereof, the Bank shall pay to NDPS in respect of each Foreign
         Transaction an amount (the "FOREIGN INTERCHANGE AMOUNT"), if any, equal
         to the difference between:

         (i)  the Interchange Fee payable on the Foreign Transaction in
              accordance with the applicable VISA Rules; and

         (ii) an amount calculated on the same basis (but applying the
              Interchange Fee in effect at the time of calculation) that the
              Bank was using to calculate the Interchange Fee payable to VISA
              prior to November 1, 2000 for the same Foreign Transaction,

     subject to a maximum payment per Foreign Transaction equal to the payment
     that would be required based on the applicable Interchange Fees in effect
     on the date hereof.

     (b) Any Foreign Interchange Amounts calculated from time to time to be
         payable by the Bank to NDPS under Section 7.3(a) shall be paid (i) only
         for the duration of the current term, excluding renewal terms, of the
         applicable Existing Merchant Agreement, and (ii) only if and to the
         extent the pricing provisions of the applicable Existing Merchant
         Agreement cannot be amended during the current term to eliminate the
         Foreign Interchange Amount.

     (c) NDPS shall deliver a notice (a "FOREIGN INTERCHANGE NOTICE") to the
         Bank on or after the last day of each calendar month specifying the

                                       23

<PAGE>
 
         aggregate Foreign Interchange Amounts payable by the Bank for such
         calendar month and setting forth a calculation thereof. The Bank shall
         have the right to review the relevant books and records of NDPS to
         confirm the accuracy of NDPS's calculation of the Foreign Interchange
         Amounts. The Bank shall pay the Foreign Interchange Amounts within 10
         Business Days of receipt of the Foreign Interchange Notice.

     (d) NDPS agrees to co-operate and render all commercially reasonable
         assistance to the Bank in connection with any proceedings or
         negotiations between the Bank and VISA with respect to the
         interpretation and application of the VISA Association Rules to Foreign
         Transactions.

     (e) If, as a result of the proceedings or negotiations referred to in
         paragraph (c), the Bank is successful in obtaining a reduced
         Interchange Fee for Foreign Transactions and Purchaser receives a
         reimbursement for Foreign Transactions in respect of which the Bank has
         paid Foreign Interchange Amounts, then NDPS shall in turn pay to the
         Bank the amount of the reimbursement (to a maximum equal to the Foreign
         Interchange Amounts paid for such Foreign Transactions).

SECTION 8. MEMBERSHIP IN CREDIT CARD ASSOCIATIONS AND NETWORK ORGANIZATIONS

SECTION 8.1 VISA AND INTERAC MEMBERSHIP BY BANK. During the term of the
Agreement, the Bank shall remain a member of VISA and Interac in Canada and a
member of VISA and MasterCard in the United States through an Affiliate and to
carry out its obligations as a member thereof in the Ordinary Course.

SECTION 8.2 COMPLIANCE WITH VISA AND INTERAC REQUIREMENTS BY NDPS.

During the term of the Agreement, NDPS and/or GPI Canada shall cooperate with
the Bank in connection with NDPS and/or GPI Canada and/or the Bank obtaining and
maintaining any approvals from Credit Card Associations, Network Organizations
and Clearing Systems as are required in connection with the performance by NDPS
and/or GPI Canada of the NDPS Services. After the date that the Bank's BINs and
ICAs have been segregated as described in the Asset Purchase Agreement, NDPS
shall undertake all reporting, audit, compliance and related procedures ("BIN
REPORTING") required by the applicable Association Rules with respect to the use
of BINs and ICAs in Canada and the United States, whether such BIN Reporting is
required to be done on a regular basis or on an ad hoc basis pursuant to a
request by the relevant Card Association or any Governmental Entity. Prior to
the date that the Bank's BINs and ICAs have been segregated as described above,
the Bank shall be responsible for all required BIN Reporting. 

SECTION 8.3 PROCESSING AND CLEARING ARRANGEMENTS.

     (a) During the term of this Agreement, the Bank will maintain distinct VISA
         BIN numbers adequate for use in clearing all of the Credit Card

                                       24

<PAGE>
 
         Transactions of NDPS' Merchant Business in Canada. In consideration for
         the Bank's performance of its obligations in the preceding sentence,
         NDPS will reimburse the Bank for all out-of-pocket costs payable to
         VISA and incurred by the Bank or any of its Affiliates in connection
         with the maintenance and operation of the Canadian BINs for NDPS'
         Merchant Business in Canada.

     (b) Promptly after the date hereof, the Bank and NDPS will in good faith
         negotiate the terms and conditions of an agreement (the "U.S. BINS
         AGREEMENT") pursuant to which, the Bank will cause a U.S. Affiliate of
         the Bank ("AMICUS") to maintain distinct VISA and MasterCard BIN and
         ICA numbers adequate for use in clearing of all the Credit Card
         Transactions of NDPS' Merchant Business in the United States (the
         "BANK'S U.S. ICAS/BINS"). Among other things, the U.S. BINs Agreement
         will contain a provision by which Amicus will agree to be bound by the
         provisions of Section 8.3(j).

     (c) The U.S. BINs Agreement will terminate if: (i) this Marketing Alliance
         Agreement is terminated in accordance with its terms; or (ii) there is
         a change in Laws or Association Rules which would adversely impact the
         Bank's ability to continue to provide the Bank's U.S. ICAs/BINs for use
         by NDPS' Merchant Business; or (iii) the Bank within its sole
         discretion elects to terminate its banking businesses in the United
         States to an extent that would make the Bank no longer eligible to
         maintain the Bank's U.S. ICAs/BINs under the applicable Association
         Rules.

     (d) If the Bank desires to terminate the U.S. BINs Agreement pursuant to
         clause (ii) or (iii) of the preceding Section 8.3(c), the Bank will
         give NDPS 365 days' prior written notice, unless a shorter notice
         period is required in order for the Bank to comply with applicable
         Laws.

     (e) The U.S. BINs Agreement will provide that NDPS will pay to Amicus a
         quarterly fee (the "NDPS USER'S FEE") based on a percentage of the
         dollar amount of all Credit Card Transactions of NDPS' Merchant
         Business in the United States (the "AGGREGATE TRANSACTION VOLUME")
         cleared through the Bank's U.S. ICAs/BINs in such quarter. Amicus and
         NDPS will negotiate annually the NDPS User's Fee in respect of the
         ensuing twelve months and such NDPS User's Fee will be on a basis
         consistent with the rates charged by other United States financial
         institutions for making their ICAs/BINs available to arm's-length
         parties having a credit rating and portfolio quality comparable to
         NDPS's credit rating and the portfolio quality in respect of NDPS'
         Merchant Business in the United States.

     (f) To facilitate the negotiation of the NDPS User's Fee and for monitoring
         purposes, NDPS will provide to Amicus and the Bank, in such reasonable
         detail and frequency as the Bank may from time to time request,

                                       25

<PAGE>
 
         information concerning each Merchant's transaction volume and credit
         worthiness.

     (g) The Bank will reimburse NDPS for each payment of the NDPS User's Fee
         within 30 days of receipt by Amicus of the NDPS User's Fee; provided
         that the obligation of the Bank under this Section 8.3(g) shall
         terminate on the earlier of:

         (i)  the effective date of an assignment by Amicus of the Bank's U.S.
              ICAs/BINs pursuant to Section 8.3(j); and

         (ii) 365 days after the earlier of

              (A)  the date Amicus ceases to be a Subsidiary of the Bank, and

              (B)  the date the Bank gives NDPS notice that Amicus will cease to
                   be a Subsidiary of the Bank, as long as Amicus does in fact
                   cease to be a Subsidiary.

     (h) NDPS will (i) reimburse the Bank and Amicus for all out-of-pocket costs
         payable to VISA and MasterCard incurred by the Bank or any of its
         Affiliates in connection with the maintenance and operation of the U.S.
         ICAs/BINs for use by NDPS, (ii) be responsible for the cost of all
         funding requirements applicable to the Merchant Business being
         processed through the Bank's U.S. ICAs/BINs, (iii) reimburse the Bank
         for any increase in the costs incurred by the Bank or any of its
         Affiliates that are attributable to any incremental capital commitments
         or allocations that are required to be set aside by the Bank or any of
         its Affiliates as a result of maintaining and operating the Bank's U.S.
         ICAs/BINs for NDPS' Merchant Business in the United States (which costs
         will be consistent with any charges or rates charged by the Bank
         internally for the capital allocated by the Bank to its own divisions
         and business units) and (iv) be responsible for the performance of all
         reporting, monitoring and other similar obligations under applicable
         Laws and Association Rules, consistent with market practice and as may
         be reasonably requested by the Bank from time to time, provided that,
         in each case, the amount of the NDPS User's Fee received by Amicus will
         be credited towards the amounts otherwise payable by NDPS pursuant to
         the preceding clauses (i) through (iv) and, notwithstanding clause
         (iii), the Bank will first be required to use Commercially Reasonable
         Efforts to guarantee or provide similar support in respect of the
         obligations of Amicus pursuant to the U.S. BINs Agreement, if the Bank
         is permitted or required to do so by applicable Laws and Association
         Rules, before it will be entitled to reimbursement from NDPS in respect
         of the capital costs incurred in connection with such US BINs and ICAs.

                                       26

<PAGE>
 
     (i) If, at any time during the term of this Agreement, the Bank is
         permitted under the applicable Association Rules to obtain a MasterCard
         BIN number or an ICA number for use in Canada, the Bank will, upon
         notice from NDPS, use Commercially Reasonable Efforts to obtain a
         MasterCard BIN number or ICA number for use by NDPS in the Merchant
         Business in accordance with this Agreement. If, at any time during the
         term of this Agreement, the Bank or any of its Affiliates is permitted
         under the applicable Association Rules to obtain a BIN number or an ICA
         number for use in any other jurisdiction, the Bank will, upon notice
         from NDPS, use Commercially Reasonable Efforts to obtain such BIN
         number or ICA number for use by NDPS in the Merchant Business in
         accordance with all provisions of this Agreement. If, during the term
         of this Agreement, there is a change of Control of NDPS or Global
         Payments, the parties will negotiate in good faith with a view to
         settling the commercial terms upon which NDPS will be permitted to
         continue to use the Bank's BINs and ICAs in connection with the
         Merchant Business. In the event that the parties are unable to reach
         agreement within twelve months from such change of Control, the Bank
         will have the right to terminate the use of the Bank's BINs and ICAs by
         NDPS and its Affiliates upon 120 days notice, which notice can be given
         at any time after such change of Control.

     (j) If NDPS desires the Bank (or the applicable Affiliate) to assign any or
         all of the ICA and/or BIN numbers used in connection with the Merchant
         Business, the Bank will (or will compel the applicable Affiliate),
         subject to applicable Laws and Association Rules and upon reasonable
         notice from NDPS, enter into an assignment agreement, in a form
         acceptable to the Bank acting reasonably, with an assignee designated
         by NDPS within a reasonable time after receipt of such notice, whereby
         such assignee will assume all of the Bank's (or the applicable
         Affiliate's) obligations and liabilities under the Bank's (or the
         applicable Affiliate's) agreement with the Credit Card Association
         issuing the ICA and/or BIN numbers as to transactions with a Credit
         Card Clearing Date occurring after the effective date of such
         assignment. Prior to the effective date of the assignment, the parties
         will in good faith determine the amendments, if any, that are required
         to this Agreement as a result of the assignment.

     (k) Subject to the terms of applicable Association Rules, NDPS may from
         time to time request that the Bank (or the applicable Affiliate) become
         the assignee of any ICA or BIN number that NDPS is then using for
         processing transactions and/or to become a party to the underlying
         merchant agreements whose Credit Card volumes are being processed under
         such ICA/BIN. Upon the request of NDPS, the Bank (or the applicable
         Affiliate) will enter into an assignment agreement, in a form
         acceptable to the Bank acting reasonably, in respect of such numbers
         from the then current owner of such ICA/BIN number and/or agree to
         become a party to the underlying merchant agreements whose Credit Card
         Transactions are being processed under such numbers it being agreed
         that 

                                       27

<PAGE>
 
         neither the Bank nor any Affiliate of the Bank will have any
         liabilities or obligations under the assigned merchant agreements or in
         respect of such assigned BINs or ICAs other than as required to comply
         with applicable Association Rules. Any such assignment will be
         effective only as to transactions with a Credit Card Clearing Date
         occurring after the effective date of such assignment. Upon the
         assignment becoming effective, the assigned merchant agreements will be
         considered to be New Merchant Agreements for purposes of this
         Agreement.

SECTION 8.4 SPONSORSHIP. Upon the request of NDPS and/or GPI Canada, and subject
to the applicable Association Rules, the Bank agrees to use its Commercially
Reasonable Efforts to sponsor NDPS and/or GPI Canada any of its Affiliates and
any of the Independent Sales Organizations NDPS utilizes in connection with the
Merchant Business as required by the Credit Card Associations and Network
Organizations, provided that NDPS and/or GPI Canada shall reimburse the Bank in
respect of any out-of-pocket costs incurred by the Bank in respect of such
sponsorship.

SECTION 9. SERVICE LEVELS AND AMENDMENTS


SECTION 9.1 COMPLAINTS. NDPS and/or GPI Canada shall implement customer
complaint policies and procedures consistent with the Ordinary Course of its
business to deal with complaints concerning the NDPS Services.

SECTION 9.2 CHANGES IN LAW. ETC. The parties shall identify and assess the
impact on the Services of a change in applicable Laws, Association Rules or
Clearing System Rules that relate to the Services (a "LEGAL CHANGE"). If NDPS
and/or GPI Canada or the Bank becomes aware of an impending or actual Legal
Change, it shall notify the other of such Legal Change and provide an assessment
of its impact. The parties shall in good faith attempt to agree upon any
required modifications to the Services required as a result of a Legal Change.
While a party is making any agreed upon modifications resulting from a Legal
Change, it shall use Commercially Reasonable Efforts to continue to provide the
Services to be provided by it at the specified Service Levels. If, however, such
Legal Change prevents the party from meeting the Service Levels, the party shall
use its Commercially Reasonable Efforts to arrange a reasonable solution which
gives effect to the intent of this Agreement as closely as practicable and that
delivers Service in the most commercially reasonable manner in the
circumstances. If such Legal Change materially affects a party's cost of
providing Services, NDPS and/or GPI Canada and the Bank shall in good faith
negotiate an adjustment of the applicable Service Levels in accordance with
Section 9.3.

SECTION 9.3 PROBLEM NOTIFICATION. The Bank or NDPS and/or GPI Canada, shall
notify the other party in the event either the Bank or NDPS and/or GPI Canada as
the case may be becomes aware of an event, occurrence, error, defect or
malfunction materially affecting the ability of NDPS and/or GPI Canada or the
Bank to perform the Services. Failure by any party to give any notice pursuant
to this Section 9.3 relating to a problem relating to the other party shall not
relieve the other party of any liability 

                                       28

<PAGE>
 
hereunder. If more than one problem arises or occurs at one time, the parties
shall mutually agree upon the order of priority in which the problems are to be
addressed and resolved.

SECTION 9.4 ROOT-CAUSE ANALYSIS AND RESOLUTION. Each of NDPS and/or GPI Canada
and the Bank shall, promptly after:

     (a) any material failure of either party to provide any of the Services in
         accordance with this Agreement; or

     (b) a party's repeated failure to provide any of the Services in accordance
         with this Agreement;

and in any event within three (3) days of receipt of a notice from a party to
the other in respect thereof, commence an analysis to identify the cause of such
failure; and as soon as commercially reasonable thereafter provide a report
detailing the cause of, and procedure for correcting, such failure. In addition,
the party responsible for the provision of the Service shall deliver to the
other party within a commercially reasonable time a corrective action plan that
addresses actions to be taken in an effort to try to avoid a recurrence of such
failure.

SECTION 10. SERVICE LOCATIONS AND SECURITY

SECTION 10.1 RIGHTS OF ACCESS TO NDPS SERVICE LOCATIONS. Subject to the
confidentiality requirements in this Agreement or as otherwise agreed to by NDPS
and/or GPI Canada and the Bank, the Bank and its Advisors shall be permitted
access to any NDPS Service Location during the normal operating hours for such
NDPS Service Location and in accordance with any reasonable security procedures
in effect at the time of such access; provided, however, that the Bank and its
Advisors shall, except in emergency situations, make reasonable accommodation
for the need of NDPS and/or GPI Canada to run its business unimpeded,
particularly at busy times of the year.

SECTION 10.2 NDPS SERVICE LOCATIONS. NDPS and/or GPI Canada agree that it shall
not provide any of the NDPS Services from a location outside of Canada or the
United States without obtaining all required approvals from applicable
Governmental Entities.

SECTION 10.3 SECURITY PROCEDURES. As part of the NDPS Services, NDPS and/or GPI
Canada shall implement, maintain and enforce the NDPS Security Policies and
Procedures. As part of the Bank Services, the Bank shall implement, maintain and
enforce the Bank Security Policies and Procedures.

SECTION 10.4 UNAUTHORIZED ACCESS OR COPYING. The Bank shall be given prompt
notice following NDPS and/or GPI Canada becoming aware of any unauthorized
copying of, or access to, the Bank Data, or any part thereof, such notice to be
in the form of a reasonably detailed incident report.

                                       29

<PAGE>
 
SECTION 10.5 DATA SECURITY. To the extent that NDPS and/or GPI Canada has,
pursuant to this Agreement, the right to gain access to or use any computer
system operated by the Bank or by an Affiliate of the Bank (a "CIBC SYSTEM"),
NDPS and/or GPI Canada acknowledges, agrees and covenants that:

     (a) except as expressly otherwise provided in this Agreement or any of the
         other Operative Documents, NDPS and/or GPI Canada shall have no right
         or title to, interest in or ownership of, any CIBC System or any
         component or portion thereof;

     (b) except as expressly otherwise provided in this Agreement or any of the
         other Operative Documents, NDPS and/or GPI Canada shall neither permit
         nor enable anyone other than its employees or Advisors to access or use
         any CIBC System or any component or portion thereof;

     (c) except as expressly otherwise provided in this Agreement or any of the
         other Operative Documents, NDPS and/or GPI Canada shall not, and shall
         not facilitate or assist others to, gain access to or use any CIBC
         System or any component thereof;

     (d) NDPS and/or GPI Canada shall not, and shall not facilitate or assist
         others to, reverse compile or disassemble any object code version of
         any software application or program in the CIBC System;

     (e) NDPS and/or GPI Canada shall not make any untrue or unsubstantiated
         claim or representation as to the ownership of, or act as the owner of,
         any CIBC System or any component or portion thereof;

     (f) NDPS and/or GPI Canada shall not, and shall not facilitate or assist
         others to, gain access to or attempt to gain access through any CIBC
         System in respect of which NDPS and/or GPI Canada has, under this
         Agreement or any other Operative Agreement, a right of access, to any
         other CIBC System or component or portion thereof which NDPS and/or GPI
         Canada do not, under this Agreement or any other Operative Agreement
         have the right to access; and

     (g) except as may otherwise be provided in this Agreement or any of the
         other Operative Documents, NDPS and/or GPI Canada shall not, nor shall
         it facilitate or assist others to, perform any act that is inconsistent
         with or in violation of this Agreement, or that may jeopardize the
         rights of the Bank, its Affiliates or any third party licensors, in the
         CIBC System.

SECTION 10.6 RIGHTS OF ACCESS TO BANK SERVICE LOCATIONS.

     (a) Subject to the confidentiality requirements in this Agreement or as
         otherwise agreed to by the parties, each of NDPS and/or GPI Canada and
         their Advisors shall be permitted access, for purposes of the Merchant
         Business, to any Bank Service Location during the normal operating
         hours 

                                       30

<PAGE>
 
         for such Bank Service Location and in accordance with any reasonable
         security procedures in effect at the time of such access; provided,
         however, that each of NDPS and/or GPI Canada and their Advisors shall,
         except in emergencies, make reasonable accommodation for the need of
         the Bank to run its business unimpeded, particularly at busy times of
         the year.

     (b) The Bank agrees to use its Commercially Reasonable Efforts to assist
         NDPS and to request Intria Items Inc. and Intria-HP Corporation to
         assist in the migration from the Bank's platform (the "BANK PLATFORM")
         using Intria Items Inc. and Intria-HP Corporation, on which Card
         Transactions are processed, to a platform owned and operated by NDPS or
         its Affiliate including, without limitation, granting reasonable access
         to such Bank Platform, and disclosing such information related to the
         configuration, functionality and application programming interfaces of
         the Bank Platform as are reasonably required by NDPS to achieve such
         migration; provided, however, that such assistance, access and
         disclosure is subject to:

         (i)  the Bank's reasonable security and privacy policies and
              procedures;

         (ii) any obligations of confidentiality or like restrictions imposed
              upon the Bank under any agreements to which the Bank is a party.

     (c) If, in connection with such migration, NDPS and/or GPI Canada requests
         Intria Items Inc. or Intria-HP Corporation to perform services NDPS
         and/or GPI Canada shall pay the reasonable costs of Intria Items Inc.
         or Intria-HP Corporation incurred in connection with such assistance,
         access and disclosure, provided that NDPS and/or GPI Canada has agreed
         in advance to pay such costs.

SECTION 10.7 UNAUTHORIZED ACCESS OR COPYING. The Bank shall give NDPS and/or GPI
Canada prompt notice of the Bank becoming aware of any unauthorized copying of,
or access to, the NDPS Data, or any part thereof, such notice to be in the form
of a reasonably detailed incident report.

SECTION 10.8 CO-OPERATION WITH SPECIAL INVESTIGATIONS. NDPS and/or GPI Canada
and the Bank shall each provide reasonable co-operation and assistance to the
other and their respective Advisors with respect to any investigation of a
security breach or alleged breach at an NDPS Service Location or a Bank Service
Location.

SECTION 11. REPORTS AND DATA

SECTION 11.1 NDPS REPORTS. As part of the NDPS Services, NDPS shall provide to
the Bank such reports as the Bank and NDPS and/or GPI Canada may mutually agree
upon from time to time. The reasonable costs of such reports shall be borne by
the Bank 

                                       31

<PAGE>
 
except for reports provided which are generated in the Ordinary Course of NDPS's
and/or GPI Canada's business without additional costs or undue burden.

SECTION 11.2 BANK REPORTS. As part of the Bank Services, the Bank shall provide
to NDPS and/or GPI Canada such reports as the Bank and NDPS and/or GPI Canada
may mutually agree upon from time to time. The reasonable costs of such
reporting shall be borne by NDPS and/or GPI Canada except for reports which are
generated in the Ordinary Course of the Bank's business without additional costs
or undue burden.

SECTION 11.3 OWNERSHIP OF THE BANK DATA. Notwithstanding NDPS' and/or GPI
Canada's use of the Bank Data in connection with providing the NDPS Services,
the Bank Data is and shall remain the property of the Bank or its customers, as
applicable. The Bank Data shall not be:

     (a) used in any way, directly or indirectly, by NDPS and/or GPI Canada or
         their Advisors other than to the extent necessary in connection with
         the Merchant Business and to provide the NDPS Services;

     (b) disclosed (other than pursuant to this Agreement) sold, assigned,
         leased or otherwise provided to third parties; or

     (c) commercially exploited in any way, directly or indirectly, by or on
         behalf of NDPS and/or GPI Canada or their Advisors.

SECTION 11.4 ACCESS TO THE BANK DATA. Notwithstanding NDPS' and/or GPI Canada's
use of the Bank Data in connection with providing the NDPS Services, at all
times during the term of this Agreement, NDPS and/or GPI Canada shall, subject
to Section 10, provide the Bank with unrestricted access to the Bank Data used
in connection with the Services.

SECTION 11.5 RETURN OF BANK DATA. NDPS and/or GPI Canada shall at:


     (a) the request of the Bank, at any time; and

     (b) upon the termination of this Agreement;

promptly return to the Bank the Bank Data in its then current format or formats
or in such format or formats and on the media reasonably requested by the Bank
and mutually agreed upon by the parties, or such portion of it as has been
requested by the Bank. For greater certainty, the parties acknowledge that any
material costs incurred by NDPS in connection with the transfer of the Bank Data
from those existing formats or media to those requested by the Bank shall be
borne by the Bank. For greater certainty, the Bank agrees that it shall not
request a return of the Bank Data in a manner which shall cause a material
change in the Services or request a return of the Bank Data if doing so would
otherwise restrict NDPS' and/or GPI Canada's ability to perform the NDPS
Services under this Agreement or the conduct of the Merchant Business. Following
such return, at the Bank's written direction, and upon payment by the Bank of
the costs thereof, NDPS and/or GPI Canada shall remove from its databases, erase
or destroy any the Bank Data 

                                       32

<PAGE>
 
remaining in NDPS' and/or GPI Canada's possession, or such portion of it as the
Bank may direct. NDPS shall be relieved of its obligations to provide those
Services which require the availability of the Bank Data which have been
returned to the Bank or destroyed by NDPS in accordance with this Section 11.

SECTION 11.6 PRIVACY. The parties agree to comply with all of the requirements
of the Privacy Policies and Procedures in connection with the Assigned Merchant
Agreements and all applicable privacy Laws, Association Rules and Clearing
System Rules in connection with the provision of the Services.

SECTION 11.7 OWNERSHIP OF NDPS DATA. Notwithstanding the Bank's access to the
NDPS Data in connection with providing the Bank Services, the NDPS Data is and
shall remain the property of NDPS and/or GPI Canada or its customers, as
applicable. The NDPS Data shall not be:

     (a) used, in any way, directly or indirectly, by the Bank or its Advisors
         other than to the extent necessary in connection with providing the
         Bank Services;

     (b) disclosed (other than pursuant to this Agreement) sold, assigned,
         leased or otherwise provided to third parties; or

     (c) commercially exploited in any way, directly or indirectly, by or on
         behalf of the Bank or its Advisors.

SECTION 11.8 ACCESS TO NDPS DATA. Notwithstanding the Bank's potential access to
NDPS Data in connection with providing the Bank Services, at all times during
the term of this Agreement the Bank shall, subject to Section 10, provide NDPS
and/or GPI Canada with unrestricted access to NDPS Data used in connection with
the Services.

SECTION 11.9 RETURN OF NDPS DATA. The Bank shall at:

     (a) the request of NDPS and/or GPI Canada, at any time; and

     (b) upon the termination of this Agreement;

promptly return to the Bank the Bank Data in its then current format or formats
or in such format or formats and on the media reasonably requested by NDPS
and/or GPI Canada and mutually agreed upon by the parties, or such portion of it
as has been requested by NDPS. For greater certainty, the parties acknowledge
that any material costs incurred by the Bank in connection with the transfer of
NDPS Data from those existing formats or media to those requested by NDPS and/or
GPI Canada shall be borne by NDPS and/or GPI Canada. For greater certainty, NDPS
agrees that it shall not request a return of NDPS Data in a manner which shall
cause a material change in the Services or return the NDPS Data if doing so
would otherwise materially restrict the Bank's ability to perform the Bank
Services under this Agreement. Following such return, at NDPS' and/or GPI Canada
written direction, and upon payment by NDPS and/or GPI Canada of the costs
thereof, the Bank shall remove from its databases, erase or destroy any NDPS
Data 

                                       33

<PAGE>
 
remaining in the Bank's possession, or such portion of it as NDPS and/or GPI
Canada may direct. The Bank shall be relieved of its obligations to provide
those Services which require the availability of NDPS Data which have been
returned to NDPS and/or GPI Canada or destroyed by the Bank in accordance with
this Section 11.

SECTION 11.10 DATA MINING. The Bank and NDPS and/or GPI Canada agree to work
together in good faith to establish each party's rights to collect, use and
distribute the information contained in payment transactions having regard to

         (i)   all applicable Laws;

         (ii)  all contractual obligations of either the Bank of NDPS and/or GPI
               Canada to any other Persons; and

         (iii) the cost of collecting or gaining access to all such information.

SECTION 12. BUSINESS RECOVERY

SECTION 12.1 BUSINESS RECOVERY PLAN. NDPS and/or GPI Canada and the Bank shall:

     (a) maintain their respective Business Recovery Plans in accordance with
         their terms;

     (b) periodically update and test the operability of their Business Recovery
         Plans;

     (c) provide the other party with written copies of Business Recovery Plan
         promptly following any amendment;

     (d) on a periodic basis, certify to the other party that the certifying
         party's applicable Business Recovery Plan has been successfully tested;

     (e) implement their respective Business Recovery Plans in accordance with
         the applicable terms;

     (f) consult with the other party regarding the priority to be given to the
         Services upon the occurrence of an event that triggers any obligation
         under either party's Business Recovery Plan; and

     (g) not amend their respective Business Recovery Plan that may materially
         affect the Merchant Business without the prior written consent of the
         other party, such consent not to be unreasonably withheld.

SECTION 12.2 FORCE MAJEURE. Neither NDPS and/or GPI Canada nor the Bank shall be
liable for a failure or delay in the performance of its obligations pursuant to
this Agreement, including the failure or delay in respect of providing the
Services if, and to the extent, and only for so long as such failure or delay is
caused, directly or indirectly, 

                                       34

<PAGE>
 
by fire, flood, earthquake, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorders, rebellions, strikes, lock outs or labour or
supply disruptions or revolutions or any other similar causes beyond the
reasonable control of such party (each, a "FORCE MAJEURE EVENT") provided NDPS
and/or GPI Canada or the Bank, as the case may be, continues to use Commercially
Reasonable Efforts to recommence performance whenever and to whatever extent
possible without delay. If a Force Majeure Event occurs, NDPS and/or GPI Canada
or the Bank, as the case may be, shall:

     (a) promptly notify the Bank or NDPS and/or GPI Canada, as the case may be,
         by telephone (to be confirmed in writing within five (5) days of the
         inception of such delay) of the occurrence of a Force Majeure Event;
         and

     (b) describe in reasonable detail the circumstances causing the Force
         Majeure Event.

SECTION 13. AUDITS, REGULATORY EXAMINATIONS AND COMPLIANCE

SECTION 13.1 AUDITS AND INSPECTIONS. Upon notice, each party shall provide such
internal auditors, external auditors, and inspectors, as the inspecting party or
any Governmental Entity having jurisdiction over NDPS and/or GPI Canada or the
Bank, as applicable, may designate, with access, as requested, to the Service
Locations for the purpose of performing audits or inspections of the NDPS
Services or the Bank Services. Each party shall provide such auditors and
inspectors any assistance that they may reasonably require, at the expense of
the requesting party. If any audit by an auditor designated by a party or a
Governmental Entity or Credit Card Association, or Network Organization having
jurisdiction over the Bank or NDPS and/or GPI Canada, as applicable, results in
a party being notified that it is not in compliance with applicable Laws,
Association Rules or Clearing System Rules the party shall, within the period of
time specified by such auditor or regulatory authority, use Commercially
Reasonable Efforts to comply with such audit or regulatory authority.

SECTION 14. TERM AND TERMINATION OF AGREEMENT

SECTION 14.1 TERM OF AGREEMENT. Unless otherwise terminated by mutual agreement
of the parties or by operation of the provisions set out herein, this Agreement
shall remain in full force and effect for an initial term of ten (10) years from
the date hereof and shall be automatically extended for successive one (1) year
periods on the same terms and conditions expressed herein, or as may be amended,
unless either party gives the other party written notice of termination at least
two hundred and seventy (270) days prior to the expiration of the initial term
or any extensions or renewals thereof. In the event the Bank and NDPS and/or GPI
Canada are unable to reach agreement on a renewal hereof or in the event of
termination in accordance with this Section, the Bank and NDPS and/or GPI Canada
agree to work together to accomplish an orderly disengagement and termination of
their relationship. Except as specifically set forth above, this Agreement may
only be terminated as a result of a Bank Default as set forth 

                                       35

<PAGE>
 
in Section 14.2 or as a result of an NDPS Default set forth in Section 14.3 and
then only in accordance with the provisions of Section 14.4.

SECTION 14.2 BANK'S DEFAULT. In the event that:

     (a) the Bank defaults in the performance of any of the Bank Services
         hereunder where the same Service Level is not achieved in a material
         way for two consecutive months under this Agreement and a corrective
         action plan has not been developed during the 30-day period after
         written notice and demand for cure has been given by NDPS and/or GPI
         Canada to the Bank (except that such period shall be extended to the
         extent there shall be in effect any event which shall be deemed a Force
         Majeure Event);

     (b) notwithstanding any Force Majeure Event, the Bank fails to debit or
         credit the Merchant Depository Accounts in accordance with Sections
         4.1(c) or (d), 4.2(b) or 4.3(b) for three (3) Business Days, fails to
         transmit the file to the applicable Clearing System as required by
         Section 4.1(e) or 4.2(c) for three (3) consecutive Business Days, fails
         to debit the Merchant Deposit Accounts in accordance with Section 5.2
         within three (3) Business Days of the required date or fails to settle
         with Interac in accordance with Section 4.2(d) for three (3) Business
         Days or fails to ensure that the Issuing Account is adequately funded
         to meet the obligations set forth in Section 4.1(c), and such default
         is not cured within three (3) Business Days after written notice and
         demand for cure has been given by NDPS to the Bank (unless such failure
         is the result of a breach by NDPS and/or GPI Canada of its obligations
         under this Agreement); or the Bank is adjudged or declared bankrupt or
         insolvent or makes an assignment for the benefit of creditors, or
         petitions or applies to any tribunal for the appointment of a receiver,
         custodian, trustee, or similar officer for it or for any part of its
         property, or commences any proceedings relating to it under any
         reorganization, arrangement, readjustment of debt, dissolution or
         liquidation Law or statute of any jurisdiction whether now or hereafter
         in effect, or by any act indicates its consent to, approval of, or
         acquiescence in, any such proceeding for it or for any part of its
         property, or a receiver, liquidator, assignee, custodian, trustee or
         similar official is appointed for the Bank, or any of the Bank's
         property,

     (c) then, in any such case the Bank shall be considered to have committed a
         Bank Default under this Agreement.

SECTION 14.3 NDPS' AND/OR GPI CANADA'S DEFAULT. In the event that:

     (a) NDPS and/or GPI Canada defaults in the performance of any of the NDPS
         Services hereunder where the relevant Service Level is not achieved in
         a material way for two consecutive months under this Agreement and a
         corrective action plan has not been developed during the 30-day period

                                       36

<PAGE>
 
         after written notice and demand for cure has been given by the Bank to
         NDPS and/or GPI Canada committed a Bank Default (except that such
         period shall be extended to the extent there shall be in effect any
         event which shall be deemed a Force Majeure Event);

     (b) notwithstanding any Force Majeure Event, NDPS and/or GPI Canada fails
         to process and transmit or cease to be processed and transmitted
         information to the Bank in accordance with Sections 4.1(a), 4.2(a) and
         4.3(a) for three (3) consecutive Business Days and such default is not
         cured within three (3) Business Days after written notice and demand
         for cure has been given by the Bank to NDPS and/or GPI Canada (unless
         such failure is due to a breach of the Bank's obligations under this
         Agreement); or

     (c) NDPS and/or GPI Canada is adjudged or declared bankrupt or insolvent or
         makes an assignment for the benefit of creditors, or petitions or
         applies to any tribunal for the appointment of a receiver, custodian,
         trustee, or similar officer for it or for any part of its property, or
         commences any proceedings relating to it under any reorganization,
         arrangement, readjustment of debt, dissolution or liquidation Law or
         statute of any jurisdiction whether now or hereafter in effect, or by
         any act indicates its consent to, approval of, or acquiescence in, any
         such proceeding for it or for any part of its property, or a receiver,
         liquidator, assignee, custodian, trustee or similar official is
         appointed for NDPS and/or GPI Canada, or any of NDPS' and/or GPI
         Canada's property,

     then, in any such case, NDPS and/or GPI Canada shall be considered to have
     committed an NDPS Default under this Agreement.

SECTION 14.4 TERMINATION PERIOD. In the event this Agreement is to be terminated
as a result of a Bank Default under Section 14.2 or a NDPS Default under Section
14.3 of this Agreement, the parties agree that the term of this Agreement shall
automatically extend on the same terms and conditions as expressed herein for a
transition period of up to two hundred and seventy (270) days during which the
parties shall work together and use their Commercially Reasonable Efforts to
cause an orderly transition of the Merchant Business.

SECTION 14.5 TERMINATION OF USE OF BANK MARKS. NDPS and/or GPI Canada shall, in
accordance with Section 8.1 of the Trademark Licence Agreement, cease to use the
Bank Marks upon commencement of the 270-day period in Section 14.4 and shall
comply with the provisions of the Trademark Licence Agreement.

SECTION 15. DESIGNATION OF RESPONSIBLE PERSONNEL

SECTION 15.1 CLIENT RELATIONS REPRESENTATIVE. Each of the Bank and NDPS and/or
GPI Canada agree that it will from time to time designate one or more officers
or employees (the "CLIENT RELATIONS REPRESENTATIVE") who will be responsible for
all 

                                       37

<PAGE>
 
communications with the other party relating to the subject matter of this
Agreement. The initial Client Relations Representatives of the Bank and NDPS
and/or GPI Canada are set forth in SCHEDULE 15 hereto.

SECTION 16.  CHANGE OF CONTROL/ASSIGNMENT

SECTION 16.1 CHANGE OF CONTROL/ASSIGNMENT.

     (a) The obligations of the Bank under Sections 6.1 and 6.3 of this
         Agreement shall terminate at the Bank's sole discretion, upon (A) an
         assignment of this Agreement by NDPS to any Person other than an
         Affiliate thereof without the written consent of the Bank; or (B) a
         change of Control of NDPS or Global Payments; or (C) an assignment by
         NDPS or an Affiliate thereof of Merchant Agreements representing all or
         substantially all of the volume of Card Transactions of the Merchant
         Business at that time.

     (b) The rights of NDPS and its Affiliates to use the Bank's BINs and ICAs
         in accordance with the provisions of this Agreement shall terminate, at
         the Bank's sole discretion, upon (A) an assignment of this Agreement by
         NDPS to any Person other than an Affiliate thereof without the written
         consent of the Bank; (B) a change of Control of NDPS or Global
         Payments; or (C) an assignment by NDPS or an Affiliate thereof of
         Merchant Agreements representing all or substantially all of the volume
         of Card Transactions of the Merchant Business at that time, such that
         NDPS, Global Payments or the Merchant Business, as the case may be, is
         Controlled by a Canadian Financial Institution.

SECTION 17.  MARKETING

SECTION 17.1 ANNUAL MARKETING PLAN. The parties agree to enter into a mutually
agreeable marketing plan and to review such plan on an annual basis.

SECTION 18. CREDIT POLICY

SECTION 18.1 APPROVAL OF MERCHANT QUALIFICATION CRITERIA. The Bank has approved
NDPS' current policies with respect to merchant qualification criteria. NDPS
agrees to adhere to such merchant qualification criteria. If NDPS makes a change
to such criteria, it shall notify the Bank and the Bank shall have five (5)
Business Days to object to such new criteria. If the Bank does not object in
writing within such time period, such new criteria shall be deemed to be
accepted by the Bank. Any objections by the Bank shall be dealt with in
accordance with Section 22.

SECTION 19. TERMINALS

SECTION 19.1 INVENTORY LEVELS. GPI Canada will use Commercially Reasonable
Efforts to maintain the inventory levels of terminals for use in the Merchant
Business at levels sufficient for the continuation of the Merchant Business in
the Ordinary Course.

                                       38

<PAGE>
 
SECTION 20.  INDEMNIFICATION/LIMITATION OF LIABILITY AND PROCEDURES FOR CLAIMS

SECTION 20.1 INDEMNIFICATION.
 
     (a) Subject to the terms of this Agreement, the Bank shall indemnify NDPS
         and/or GPI Canada and hold NDPS and/or GPI Canada harmless from any
         liability, loss, cost or expense, including reasonable attorneys' fees
         and expenses ("LOSSES") suffered by it or its Affiliates that shall
         result from or arise out of (i) the breach by the Bank of this
         Agreement, or (ii) the Bank's violation of applicable Laws, Association
         Rules and Clearing System Rules, or (iii) the negligence or intentional
         wrongdoing of the Bank; provided further that if both the Bank and NDPS
         and/or GPI Canada are jointly sued by a third party and both are deemed
         to be liable as joint tortfeasors, then the allocation of loss between
         NDPS and/or GPI Canada and the Bank shall be determined by the court.

     (b) Subject to the terms of this Agreement, NDPS and/or GPI Canada shall
         indemnify the Bank and hold the Bank harmless from any Losses suffered
         by it or its Affiliates that shall result from or arise out of (i) the
         breach by NDPS and/or GPI Canada of this Agreement, or (ii) NDPS'
         and/or GPI Canada's violation of applicable Laws, Association Rules and
         Clearing System Rules, or (iii) the negligence or intentional
         wrongdoing of NDPS and/or GPI Canada; provided further that if both the
         Bank and NDPS and/or GPI Canada are jointly sued by a third party and
         both are deemed to be liable as joint tortfeasors, then the allocation
         of loss between NDPS and/or GPI Canada and the Bank shall be as
         determined by the court.

     (c) In case any claim is made or any suit or action is commenced against
         either party by a third party in respect of which indemnification may
         be sought under this Section 20.1, the party to be indemnified
         ("INDEMNITEE") shall promptly give the indemnifying party
         ("INDEMNITOR") notice thereof and the Indemnitor shall be entitled to
         conduct the defense thereof with counsel reasonably acceptable to the
         Indemnitee or to participate in the defense thereof, at the
         Indemnitor's expense. If the Indemnitor elects to conduct any such
         defense, the Indemnitee shall be entitled to participate in such
         defense at the Indemnitee's expense. The Indemnitor may (but need not)
         conduct or participate in the defense of any such claim, suit or
         action, but the Indemnitor shall promptly notify the Indemnitee if the
         Indemnitor shall not desire to conduct or participate in the defense of
         any such claim, suit or action. The Indemnitee may at any time notify
         the Indemnitor of its intention to settle or compromise any claim, suit
         or action against the Indemnitee in respect of which payments may be
         sought by the Indemnitee hereunder (and the defense of which the
         Indemnitor has not previously elected to conduct or participate in),
         and the Indemnitee may settle or compromise any such claim, suit or
         action unless the Indemnitor 

                                       39

<PAGE>
 
         notifies the Indemnitee in writing (within ten days after the
         Indemnitee has given the Indemnitor written notice of its intention to
         settle or compromise) that the Indemnitor reasonably objects to such
         settlement or compromise or intends to conduct the defense of such
         claim, suit or action. Any such settlement or compromise of or any
         final judgment or decree entered on or in any claim, suit or action
         that the Indemnitee has agreed to or defended or participated in the
         defense of in accordance herewith shall be deemed to have been
         consented to by, and shall be binding upon, the Indemnitor as fully as
         if the Indemnitor had assumed the defense thereof and a final judgment
         or decree had been entered in such suit or action, or with regard to
         such claim, by a court of competent jurisdiction for the amount of such
         settlement, compromise, judgment or decree.

     (d) In case any direct claim in made in respect of which indemnification
         may be sought under this Section 20.1, the Indemnitee shall promptly
         give notice to the Indemnitor, which shall specify the factual basis
         for the claim and the amount of such claim. The Indemnitor shall have
         sixty (60) days from receipt of notice of the claim within which to
         make such investigation of the claim as the Indemnitor considers
         necessary or desirable. For the purpose of such investigation, the
         Indemnitee shall make available to the Indemnitor reasonable
         documentation to substantiate the claim, together with all such other
         information as the Indemnitor may reasonably request. If both parties
         agree at or before the expiration of such time period (or any mutually
         agreed upon extension thereof) to the validity and amount of such
         claim, the Indemnitor shall immediately pay to the Indemnitee the full
         agreed upon amount of the claim, but failing such agreement the matter
         shall be referred to the dispute resolution procedures set out in this
         Agreement.

SECTION 20.2 LIMITATION OF LIABILITY.

     (a) Neither NDPS (and/or GPI Canada) nor the Bank shall be liable for
         failure to provide the NDPS Services or the Bank Services,
         respectively, if such failure is due to any Force Majeure Event
         affecting the party not performing, or affecting one of their
         subcontractors provided that the party hereto affected by such Force
         Majeure Event cause or condition uses Commercially Reasonable Efforts
         to resume performing its obligations hereunder as soon as practicable.
         Neither NDPS and/or GPI Canada nor the Bank shall have any liability
         for losses, expenses or damages, ordinary, special or consequential of
         the other party resulting directly or indirectly from such causes or
         conditions.

     (b) NDPS and/or GPI Canada agrees to provide the NDPS Services in a prompt
         and efficient manner and to use Commercially Reasonable Efforts to
         comply with the Service Levels set forth on Schedule 3; however,
         failure to comply with the Service Levels shall not be considered a
         default condition unless the provisions of Section 14.3(a) regarding
         the default 

                                       40

<PAGE>
 
         conditions have been satisfied. NDPS and/or GPI Canada make no
         warranties or representations regarding the NDPS Services except as
         specifically stated in this Agreement. NDPS and/or GPI Canada shall use
         due care in performing all NDPS Services hereunder and in complying
         with all Association Rules, Network Organization rules or Clearing
         System Rules, including, but not limited to, those concerning the
         processing of Chargebacks and Credit Losses, dispute resolutions, and
         arbitration. NDPS and/or GPI Canada shall not be responsible in any
         manner for errors or failures of any Person other than those of NDPS
         and/or GPI Canada, any Affiliate of NDPS and/or GPI Canada or any
         Merchant Accounting Processor or Independent Sales Organization
         designated by NDPS. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL
         OTHER WARRANTIES, AND THE BANK HEREBY WAIVES ALL OTHER WARRANTIES,
         EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY
         WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR
         PURPOSE. Should there be any failure in performance or errors or
         omissions, NDPS and/or GPI Canada shall use Commercially Reasonable
         Efforts to correct such failure in performance or errors or omissions.
         Except as the result of a third party claim subject to Section 20.1(a),
         in no event shall NDPS and/or GPI Canada be liable to the Bank or other
         third parties for special, indirect, or consequential damages, even if
         NDPS and/or GPI Canada has been advised of the possibility of such
         damage.

     (c) The Bank agrees to provide the Bank Services in a prompt and efficient
         manner and to use Commercially Reasonable Efforts to comply with the
         Service Levels set forth on SCHEDULE 3; however, failure to comply with
         the Service Levels shall not be considered a default condition unless
         the provisions of Section 14.2(a) regarding the default conditions have
         been satisfied. The Bank makes no warranties or representations
         regarding the Bank Services except as specifically stated in this
         Agreement. The Bank shall use due care in performing all the Bank
         Services hereunder and in complying with all Association Rules, Network
         Organization rules or Clearing System Rules, including but not limited
         to those concerning membership and its sponsorship of NDPS and/or GPI
         Canada. The Bank shall not be responsible in any manner for errors or
         failures of any Person other than those of the Bank or any Affiliate of
         the Bank. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER
         WARRANTIES, AND NDPS HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS,
         IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
         MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. Should
         there be any failure in performance or errors or omissions, the Bank
         shall use Commercially Reasonable Efforts to correct such failure in
         performance or errors or omissions. Except as the result of a third
         party claim subject to Section 20.1(b), in no event shall Bank be

                                       41

<PAGE>
 
         liable to NDPS and/or GPI Canada or any third parties for any special,
         indirect, or consequential damages, even if the Bank has been advised
         of the possibility of such damage.

SECTION 20.3 RECOVERY. If, at any time, either the Bank or NDPS and/or GPI
Canada has received damages from the other party and recovers funds, payments,
or costs from a third party relating to the liability in respect of which such
damages were paid, the amounts so recovered (less the costs of recovery and
amounts previously paid to the other party in respect of the Loss) shall be
remitted to such other party up to the amounts previously paid by such party.

SECTION 20.4 NOTICE OF DEFAULT. Each party all promptly notify the other party
if a default or event of default with respect to it has occurred hereunder.

SECTION 20.5 NOTICE OF LITIGATION. Each party shall promptly give notice to the
other party of any material claims, proceedings, disputes (including labour
disputes), changes or litigation likely or impending which may have a material
effect on the fulfilment of any of the terms hereof by it (whether or not any
such claim, change, proceeding, dispute or litigation is covered by insurance)
of which it is aware. It shall provide the other party with all information
reasonably requested, from time to time, concerning the status of such claims,
proceedings, changes, disputes, litigation or developments.

SECTION 21. REMEDIES

SECTION 21.1 REMEDIES OF THE BANK. Upon the occurrence of an NDPS Default under
this Agreement, after attempting to resolve the matter pursuant to the dispute
resolution provisions set out in this Agreement, the Bank may do any or all of
the following as the Bank, in its sole and absolute discretion, shall determine:

     (a) the Bank may terminate this Agreement in accordance with the provisions
         hereof, in which case all of the Bank's rights and obligations under
         the Merchant Agreements shall automatically be assigned and assumed
         absolutely by NDPS and/or GPI Canada at the commencement of the 270-day
         period in Section 14.4 and NDPS and/or GPI Canada shall notify
         Merchants that the Bank is no longer engaged in the provision of
         services in connection with the Merchant Business;

     (b) the Bank may bring any proceedings in the nature of specific
         performance, injunction, or other equitable remedy in any instance, it
         being acknowledged that damages at Law may be an inadequate remedy for
         a default of the confidentiality provisions of this Agreement
         applicable to NDPS and/or GPI Canada under this Agreement;

     (c) subject to the limitations contained herein, the Bank may bring any
         action at Law as may be necessary or advisable in order to recover
         damages and costs; and/or

                                       42

<PAGE>
 
     (d) the Bank may exercise any of its other rights and remedies provided for
         hereunder or otherwise available to it, including a waiver of any NDPS
         Default;

SECTION 21.2 REMEDIES OF NDPS AND/OR GPI CANADA. Upon the occurrence of a Bank
Default under this Agreement, after attempting to resolve the matter pursuant to
the dispute resolution provisions set out in this Agreement, NDPS may do any or
all of the following as NDPS, in its sole and absolute discretion, shall
determine:

     (a) NDPS may terminate this Agreement in accordance with the provisions
         hereof, in which case all of the rights and obligations under the
         Merchant Agreements shall automatically be assigned and assumed by NDPS
         and/or GPI Canada at the commencement of the 270-day period in Section
         14.4 and NDPS and/or GPI Canada shall notify Merchants that the Bank is
         no longer engaged in the provision of services in connection with the
         Merchant Business;

     (b) NDPS may bring any proceedings in the nature of specific performance,
         injunction or other equitable remedy, it being acknowledged that
         damages at Law may be an inadequate remedy for a default of the
         confidentiality provisions of this Agreement applicable to the Bank
         under this Agreement;

     (c) subject to the limitations contained herein, NDPS and/or GPI Canada may
         bring any action at Law as may be necessary or advisable in order to
         recover damages and costs; and/or

     (d) NDPS may exercise any of its other rights and remedies provided for
         hereunder or otherwise available to it, including a waiver of any Bank
         Default.

SECTION 21.3 NON-EXCLUSIVE REMEDIES. The non-defaulting party may, in its sole
discretion, exercise any right or recourse and/or proceed by any action, suit,
remedy or proceeding against the defaulting party authorized hereunder or
permitted by Law and may proceed to exercise any and all rights hereunder and no
remedy for the enforcement of the rights of the non-defaulting party shall be
exclusive of any other rights or remedies provided hereunder or at Law or in
equity or be dependent upon any such right or remedy and any one or more of such
rights or remedies may from time to time be exercised independently or in
combination. All such rights shall be subject to the limitation of liability
contained herein.

SECTION 21.4 EQUITABLE REMEDIES. The defaulting party agrees that the
non-defaulting party's entitlement to seek equitable relief includes such
injunction or injunctions as may be required to prevent breaches or further
breaches of any of the provisions hereof, and specific enforcement of such
provisions by an action instituted in any court having jurisdiction.

                                       43

<PAGE>
 
SECTION 22. DISPUTE RESOLUTION

SECTION 22.1 INITIAL DISPUTE RESOLUTION. If any dispute, claim, question or
difference (a "DISPUTE") arises out of or in relation to this Agreement, the
Bank or NDPS and/or GPI Canada shall contact the other party's Client Relations
Representative. The parties' respective Client Relations Representatives shall
meet and use their Commercially Reasonable Efforts to negotiate with each other
in good faith and understanding of their mutual interests, to reach a just and
equitable resolution to the Dispute within ten (10) Business Days of such
referral.

SECTION 22.2 RESOLUTION BY COMMITTEE. If the Dispute cannot be resolved through
the process set out in Section 22.1, the Dispute shall be referred by the party
who initially raised the complaint (the "INITIATING PARTY") to a committee
comprised the Chief Executive Officer of NDPS, and a senior officer designated
by the Bank. Such committee members shall use their Commercially Reasonable
Efforts and negotiate in good faith and understanding of the parties' mutual
interests, to reach a just and equitable resolution to the Dispute within ten
(10) Business Days of such referral.

SECTION 22.3 RESOLUTION BY JOINT DIRECTOR COMMITTEE. If the Dispute cannot be
resolved through the process set out in Section 22.2, the Dispute shall be
referred by the Initiating Party to the Joint Director Committee. The Joint
Director Committee shall meet and use its best efforts and negotiate with each
other in good faith and understanding of the Parties mutual interests to reach a
just and equitable resolution to the Dispute within ten (10) Business Days of
such referral.

SECTION 22.4 ARBITRATION. If a Dispute is not resolved pursuant to Section 22.3,
NDPS and/or GPI Canada and the Bank agree, but shall not be obligated, within
sixty (60) days after the completion of the procedures set forth in Section
22.3, as appropriate, upon notice, to submit the Dispute to formal binding
Arbitration in accordance with Section 22.5. If at any time a party commences
litigation regarding such Dispute, no Arbitration may subsequently be commenced
by the other Party regarding such Dispute without the consent of the parties
involved in the litigation.

SECTION 22.5 ARBITRATION PROCESS. If the parties agree to formal binding
Arbitration the following procedures shall apply.

     (a) The Arbitration shall be held before a panel of three (3) arbitrators
         (the "ARBITRATION"). Any party may serve a notice on the other party
         setting out a statement of dispute, controversy or claim and the facts
         relating or giving rise thereto, in reasonable detail (the "STATEMENT
         OF DISPUTE"), and the name of the arbitrator selected by it.

     (b) Within thirty (30) days after receipt of such notice, the receiving
         party shall respond to the notice by agreeing or commenting on the
         Statement of Dispute, as the case may be, and by naming its arbitrator.

                                       44

<PAGE>
 
     (c) The two arbitrators named by the parties shall select the third
         arbitrator within ten (10) days after agreeing on or commenting on the
         Statement of Dispute.

     (d) The third arbitrator will chair the Arbitration panel (the "Chair").
         The Chair may, upon agreement of each of the members of the Arbitration
         panel, act as sole arbitrator in respect of procedural matters
         including scheduling, production of documents and giving directions.

     (e) Save as otherwise provided by this Section 22.5, the Arbitration shall
         be governed by the provisions of the Arbitration Act, S.O. 1991, C.17
         (the "ARBITRATION ACT"); provided, however, that the Arbitration may be
         administered by any organization agreed upon by the parties and that
         the parties by agreement, may choose to be governed by the rules of
         such administering organization. The parties expressly agree that the
         provisions of the International Commercial Arbitration Act (Ontario)
         shall not apply to any Arbitration between them. The arbitrators may
         not amend or disregard any provision of this Section 22.5 without the
         consent of the parties.

     (f) The arbitrators selected to act hereunder shall be qualified by
         profession or occupation to decide the matter in dispute.

     (g) Submission of Written Statements.

         (i)  Within fifteen (15) days of notice to the parties of the
              appointment of the third arbitrator, each of the parties shall
              submit written statements to the Chair setting out in sufficient
              detail the facts and any contentions of Law on which it relies, or
              the facts and any contentions of Law on which the other party
              relies that it disputes, and the relief such party claims, if any.
              Each party shall have ten (10) days from the date on which the
              written statements were received to reply to the written statement
              submitted by the other party.

         (ii) After submission of all the statements, the arbitrators may
              give directions for documentary production and
              disclosure/discovery of each party's case, and for further conduct
              of the Arbitration bearing in mind the desirability of having cost
              effective and expeditious dispute resolution on the merits of the
              case. In the absence of agreement between the parties on
              production and discovery procedures within thirty (30) days of the
              last day for delivery of the written statements and replies
              described in Section 8.05(g)(i), Rules 30, 31, 32, 34 and 35 of
              the Ontario Rules of Civil Procedure regarding production and
              discovery will apply to the Arbitration, excepting that the
              arbitrators shall exercise any powers or fulfil any duties set out
              in those Rules that 

                                       45

<PAGE>
 
               would otherwise (in an action) be exercised or fulfilled by the
               court or a judge.

         (iii) The arbitrators may, upon application by any party, modify or
               extend any time limit contained in this Section 22.5, including
               any time limit in the above rules.

     (h) Confidentiality. Save and except as may be necessary in the course of
         the enforcement of an Arbitration award, the Arbitration process and
         all Persons participating therein shall be subject to the
         confidentiality provisions as set out in this Agreement. The
         arbitrators and all other Persons (not already bound by the
         confidentiality provisions of this Agreement) participating in the
         Arbitration shall execute an undertaking to be bound by the
         confidentiality provisions set out in this Agreement. For greater
         certainty, the parties agree that the Arbitration shall proceed in the
         event that any other Person refuses to sign a confidentiality
         undertaking or agreement.

     (i) Meetings and Hearings.

         (i)   Meetings and hearings of the Arbitration shall take place in
               Toronto or in such other place as the parties shall agree upon in
               writing and such meetings and hearings shall be conducted in the
               English language unless otherwise agreed by such parties and the
               arbitrators. Subject to the foregoing, the arbitrators may at any
               time fix the date, time and place of meetings and hearings in the
               Arbitration, and will give all the Parties adequate notice
               thereof. Subject to any adjournments which the arbitrators allow,
               the final hearing will be continued on successive Business Days
               until it is concluded.

         (ii)  All meetings and hearings will be in private unless the parties
               otherwise agree.

         (iii) Any party may be represented at any meetings or hearings by legal
               counsel.

         (iv)  At the Arbitration, each party may examine and re-examine its own
               witnesses and may cross-examine the other party's witness.
 
     (j) The Decision.

         (i)  The arbitrators will make and send a decision in writing to the
              parties within thirty (30) Business Days after the conclusion of
              all hearings referred to in Section 22.5(i) unless that time
              period is extended for a fixed period by the arbitrators on
              written notice to each party because of illness or other cause
              beyond the arbitrators' 

                                       46

<PAGE>
 
               control and, unless the parties otherwise agree, will set out
               reasons for decision in the decision.

         (ii)  The decision of the majority of the arbitrators shall be deemed
               to be the decision of the Arbitration panel. Where there is no
               majority decision, the decision of the Chair shall be the
               decision of the Arbitration panel.

         (iii) Except as provided in the Arbitration Act and as otherwise
               required by Law, the decision of the arbitrators shall be final
               and binding on the parties and shall not be subject to any appeal
               or review procedure, provided that the arbitrators have followed
               the rules and procedures provided herein in good faith and have
               proceeded in accordance with the principles of natural justice.

SECTION 23. MISCELLANEOUS

SECTION 23.1 AMENDMENTS, ETC. No amendment or waiver of any provision of this
agreement, and no consent to any departure by the Bank or NDPS and/or GPI Canada
herefrom, shall be effective unless the same shall be in writing and signed by
each party sought to be bound thereby, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

SECTION 23.2 NOTICES. All notices required hereunder shall be delivered to the
following names and addresses:

     (a) If to the Bank, to:    Canadian Imperial Bank of Commerce 
                                c/o CIBC World Markets Inc. 
                                161 Bay Street, BCE Place,7th Floor 
                                Toronto, Ontario M5J 2J8 
                                Attn: Executive Vice President, Card Products, 
                                Collections and Merchant Card Services 
                                Facsimile: (416) 784-6868 
         with a copy to:
                                Canadian Imperial Bank of Commerce 
                                Legal and Compliance Division 
                                199 Bay Street, 15th Floor 
                                Commerce Court West 
                                Toronto, Ontario M5L 1A2
                                Attn: General Counsel 
                                Facsimile: (416) 304-2860 

         and to:                Blakes, Cassels & Graydon LLP 
                                199 Bay Street, 28th Floor 
                                Commerce Court West 
                                Toronto, Ontario M5L 1A9 

                                       47

<PAGE>
 
                                Attn: Managing Partner 
                                Facsimile: (416) 863-2653

     (b) If to NDPS, Global Payments 
         or GPI Canada to:      Global Payments Inc. 
                                #4 Corporate Square 
                                Atlanta, Georgia 30329-2010 
                                Attn.: Office of the Corporate Secretary 
                                Facsimile: (404) 728-2990

The persons or addresses to which mailings or deliveries shall be made may be
changed from time to time by notice given pursuant to the provisions of this
Section 23.2. Any notice, demand or other communication given pursuant to the
provisions of this Section 23.2. shall be deemed to have been given on the date
actually delivered or five days following the date deposited in the mail,
properly addressed, postage prepaid, as the case may be.

SECTION 23.3 NO WAIVER; REMEDIES. No failure by the Bank or NDPS and/or GPI
Canada to exercise, and no delay in exercising, any right under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under this Agreement preclude any other or further exercise thereof or
the exercise of any other right. The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by Law.

SECTION 23.4 THIRD-PARTY BENEFICIARIES. Neither party to this Agreement intends
this Agreement to benefit or create any right or cause of action in or on behalf
of any Person other than the Bank and NDPS and/or GPI Canada and permitted
successors and assigns.

SECTION 23.5 ASSIGNMENT.

     (a) This Agreement shall be binding upon and inure to the successors and
         permitted assigns. This Agreement and all rights, privileges, duties
         and obligations of the parties hereto may not be assigned by any party
         without the prior written consent of the other party; provided,
         however, that no such consent shall be required (i) for the assignment
         by any party of its rights and privileges hereunder to an Affiliate of
         either party or (ii) for the assignment and delegation by any party of
         its rights, privileges, duties and obligations hereunder to any Person
         into or with which the assigning party shall merge or consolidate or to
         which the assigning party shall sell all or substantially all its
         assets.

     (b) The consent of a party to any assignment by the other party shall not
         (i) relieve that party of any of its obligations under this Agreement;
         or (ii) constitute the other party's consent to further assignment.

                                       48

<PAGE>
 
SECTION 23.6 GOVERNING LAW, ATTORNMENT This Agreement shall be governed by, and
construed in accordance with, the laws of the Province of Ontario and the laws
of Canada applicable therein.

SECTION 23.7 ENTIRE AGREEMENT. This Agreement embodies the entire understanding
of the parties with respect to the subject matter hereof, and there are no
further or other agreements or understandings, written or oral, in effect
between the parties relating to the subject matter of this Agreement.

SECTION 23.8 INDEPENDENT CONTRACTOR. Except as expressly provided herein,
nothing herein contained shall be construed as constituting a partnership or
joint venture between NDPS and/or GPI Canada and the Bank and each party
specifically disclaims any liability for the conduct, performance of services or
failure to act of the other party. Except as specifically described in this
Agreement, each party intends that it shall be considered an independent
contractor of the other for the services performed by it under this Agreement.

SECTION 23.9 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
Law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable Law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. In such an event
the parties shall use good faith efforts to re-negotiate any such provision in
an effort to retain the spirit and intent of the original provision.

SECTION 23.10 EXECUTION IN COUNTERPARTS. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 23.11 CONFIDENTIALITY. During the term of this Agreement and for a
period of five (5) years thereafter, the Bank, its Affiliates, and their
employees, agents and representatives shall treat the NDPS Data as confidential
and will not use or disclose such information to third parties except as
required by Law, as needed in connection with any lawsuit, claim, litigation or
other proceeding or in connection with tax or regulatory matters, and except to
the extent that such information (other than information relating to the
Merchant Business or the Assets Sold as defined in the Asset Purchase Agreement)
was otherwise known to the Bank prior to disclosure by NDPS and/or GPI Canada or
already in the public domain (or subsequently entering the public domain other
than as a result of the breach of the Bank's obligations under this Section).
During the term of this Agreement and for a period of five (5) years thereafter,
NDPS, its Affiliates, and their employees, agents and representatives shall
treat the Bank Data as confidential and will not disclose such information to
third parties except as required by Law, as needed in connection with any
lawsuit, claim, litigation or other proceeding or in connection with tax or
regulatory matters, and except to the extent that such information was otherwise
known to NDPS and/or GPI Canada prior to disclosure by the Bank or already in
the 

                                       49

<PAGE>
 
public domain (or subsequently entering the public domain other than as a
result of the breach of NDPS' and/or GPI Canada's obligations under this
Section).

SECTION 23.12 JOINT ANNOUNCEMENT; CONFIDENTIALITY. The Bank and NDPS agree not
to publicly disclose the transactions contemplated by this Agreement, provided,
however, that promptly after the date hereof, after prior consultation with each
other as to the substance and form of the public disclosure, the Bank and NDPS
and/or GPI Canada shall make individual announcements or a joint announcement
concerning the execution of this Agreement. Any subsequent press releases or
public announcements regarding this Agreement and the processing relationship
created thereby shall be approved by both parties prior to such public
disclosure or announcement.

SECTION 23.13 WAIVER OF JURY TRIAL. The Bank and NDPS and/or GPI Canada agree
that any suit, action, or proceedings, brought or instituted by either party
hereto which in any way relates, directly or indirectly, to this Agreement or
any event, transaction, or occurrence arising out of or in any way connected
with this Agreement or the dealings of the parties with respect thereto, shall
be tried only by a court and not by a jury. THE BANK AND NDPS HEREBY EXPRESSLY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. The
Bank and NDPS and/or GPI Canada acknowledge and agree that this provision is a
specific and material aspect of this Agreement between the parties and that
neither party would enter into this Agreement if this provision were not part
thereof.

                                       50

<PAGE>
 
SECTION 23.14 TIME OF ESSENCE. Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.


                            CANADIAN IMPERIAL BANK OF COMMERCE


                              By: /s/ Christine Croucher
                                 ---------------------------------------
                                     Name: Christine Croucher
                                     Title: 


                              By: /s/ David A. Caldwell
                                 ---------------------------------------
                                     Name: David A. Caldwell
                                     Title:


                            NATIONAL DATA PAYMENT SYSTEMS, INC., ON ITS OWN
                            BEHALF AND AS GUARANTOR OF THE OBLIGATIONS OF
                            GLOBAL CANADA


                              By: /s/ Suellyn P. Tornay
                                 ---------------------------------------
                                    Name:  Suellyn P. Tornay
                                    Title: General Counsel


                            GLOBAL PAYMENTS CANADA INC.


                              By: /s/ Suellyn P. Tornay
                                 ---------------------------------------
                                     Name: Suellyn P. Tornay
                                     Title: General Counsel

The obligations of National Data Payment Systems, Inc. and Global Payments
Canada Inc. hereunder are hereby guaranteed by GLOBAL PAYMENTS INC.


                              GLOBAL PAYMENTS INC.


                              By: /s/ Suellyn P. Tornay
                                 ---------------------------------------
                                     Name: Suellyn P. Tornay
                                     Title: General Counsel


                                       51

<PAGE>
 
                                  SCHEDULE 2.5

                             NEW MERCHANT AGREEMENTS



                  To be mutually agreed upon by the parties.








                                       52

<PAGE>
 
                                  SCHEDULE 2.7

                                  KEY ACCOUNTS



                  To be mutually agreed upon by the parties.



                                       53

<PAGE>
 
                                   SCHEDULE 3

                                 SERVICE LEVELS



                  To be mutually agreed upon by the parties.




                                       54

<PAGE>
 
                                  SCHEDULE 7.2

              CHARGEBACKS AND CREDIT LOSSES ON CERTAIN ACCOUNTS



                  To be mutually agreed upon by the parties.




                                       55

<PAGE>
 
                                SCHEDULE 10.3(A)

                      NDPS SECURITY POLICIES AND PROCEDURES



                  To be mutually agreed upon by the parties.




                                       56

<PAGE>
 
                               SCHEDULE 10.3(B)

                      BANK SECURITY POLICIES AND PROCEDURES



                  To be mutually agreed upon by the parties.




                                       57

<PAGE>
 
                                SCHEDULE 11.6

                      BANK PRIVACY POLICIES AND PROCEDURES



                  To be mutually agreed upon by the parties.




                                       58

<PAGE>
 
                                 SCHEDULE 15

                   INITIAL CLIENT RELATIONS REPRESENTATIVE



                  To be mutually agreed upon by the parties.







                                       59

<PAGE>
 
SECTION 1.  DEFINITIONS AND INTREPRETATION...................................1

SECTION 1.1 Certain Defined Terms............................................1

SECTION 1.2 Headings and Table of Contents...................................9

SECTION 1.3 Number and Gender................................................9

SECTION 1.4 Performance on Business Days.....................................9

SECTION 1.5 References......................................................10

SECTION 1.6 Section and Schedule References.................................10

SECTION 1.7 Parties.........................................................10

SECTION 2.  MERCHANT AGREEMENTS.............................................10

SECTION 2.1 Assigned Merchant Agreements....................................10

SECTION 2.2 Further Assignment of Rights Under Merchant Agreements
            During the Term.................................................11

SECTION 2.3 Further Assignment of Rights Under Assigned Merchant
            Agreements Upon the Expiry of the Term..........................12

SECTION 2.4 Termination, Modification of Assigned Merchant Agreements.......12

SECTION 2.5 New Three Party Merchant Agreements.............................12

SECTION 2.6 Power of Attorney...............................................14

SECTION 2.7 Key Accounts....................................................14

SECTION 3.  SERVICES........................................................15

SECTION 3.1 NDPS Services...................................................15

SECTION 3.2 Bank Services...................................................15

SECTION 3.3 Licences and Permits............................................15

SECTION 4.  DEPOSIT AND SETTLEMENT PROCEDURES...............................15

SECTION 4.1 Acceptance, Delivery, and Settlement of Credit Card
            Transaction Records.............................................15

SECTION 4.2 Acceptance, Delivery, and Settlement of  Debit Card
            Transaction Records.............................................18

SECTION 4.3 Acceptance, Delivery and Settlement of Merchant's Edge Card
            Transactions....................................................19

SECTION 4.4 Amendments......................................................19

section 5.  PAYMENTS AND ACCOUNTS; CLEARING ARRANGEMENTS....................19

SECTION 5.1 General.........................................................19

SECTION 5.2 Withdrawal of Account Fees from Merchant Depository Accounts....20

SECTION 5.3 Settlement Accounts.............................................20

SECTION 6.  EXCLUSIVITY AND MARKETING.......................................20

<PAGE>
 
SECTION 6.1 Referral of Potential Merchants.................................20

SECTION 6.2 Merchant Depository Accounts....................................21

SECTION 6.3 New Products and Services.......................................21

SECTION 7.  CHARGE-BACKS, CREDIT LOSSES AND RISK MANAGEMENT.................21

SECTION 7.1 Chargebacks and Credit Losses...................................21

SECTION 7.2 Payment for Chargebacks and Credit Losses.......................22

SECTION 7.3 Foreign Interchange.............................................23

SECTION 8.  MEMBERSHIP IN CREDIT CARD ASSOCIATIONS AND NETWORK
            ORGANIZATIONS...................................................24

SECTION 8.1 VISA and Interac Membership by Bank.............................24

SECTION 8.2 Compliance with VISA and Interac Requirements by NDPS...........24

SECTION 8.3 Processing and Clearing Arrangements............................24

SECTION 8.4 Sponsorship.....................................................28

SECTION 9.  SERVICE LEVELS AND AMENDMENTS...................................28

SECTION 9.1 Complaints......................................................28

SECTION 9.2 Changes in Law. etc.............................................28

SECTION 9.3 Problem Notification............................................28

SECTION 9.4 Root-Cause Analysis and Resolution..............................29

SECTION 10. SERVICE LOCATIONS AND SECURITY..................................29

SECTION 10.1  Rights of Access to NDPS Service Locations....................29

SECTION 10.2  NDPS Service Locations........................................29

SECTION 10.3  Security Procedures...........................................29

SECTION 10.4  Unauthorized Access or Copying................................29

SECTION 10.5  Data Security.................................................30

SECTION 10.6  Rights of Access to Bank Service Locations....................30

SECTION 10.7  Unauthorized Access or Copying................................31

SECTION 10.8  Co-operation with Special Investigations......................31

SECTION 11. REPORTS AND DATA................................................31

SECTION 11.1  NDPS Reports..................................................31

SECTION 11.2  Bank Reports..................................................32

SECTION 11.3  Ownership of the Bank Data....................................32

SECTION 11.4  Access to the Bank Data.......................................32

SECTION 11.5  Return of Bank Data...........................................32

<PAGE>
 
SECTION 11.6  Privacy.......................................................33

SECTION 11.7  Ownership of NDPS Data........................................33

SECTION 11.8  Access to NDPS Data...........................................33

SECTION 11.9  Return of NDPS Data...........................................33

SECTION 11.10 Data Mining...................................................34

SECTION 12. BUSINESS RECOVERY...............................................34

SECTION 12.1  Business Recovery Plan........................................34

SECTION 12.2  Force Majeure.................................................34

section 13. AUDITS, REGULATORY EXAMINATIONS AND COMPLIANCE..................35

SECTION 13.1  Audits and Inspections........................................35

SECTION 14. TERM AND TERMINATION OF AGREEMENT...............................35

SECTION 14.1  Term of Agreement.............................................35

SECTION 14.2  Bank's Default................................................36

SECTION 14.3  NDPS' and/or GPI Canada's Default.............................36

SECTION 14.4  Termination Period............................................37

SECTION 14.5  Termination of Use of Bank Marks..............................37

SECTION 15. DESIGNATION OF RESPONSIBLE PERSONNEL............................37

SECTION 15.1  Client Relations Representative...............................37

SECTION 16. Change of control/assignment....................................38

SECTION 16.1  Change of Control/Assignment..................................38

SECTION 17. MARKETING.......................................................38

SECTION 17.1  Annual Marketing Plan.........................................38

SECTION 18. CREDIT POLICY...................................................38

SECTION 18.1  Approval of Merchant Qualification Criteria...................38

SECTION 19. TERMINALS.......................................................38

SECTION 19.1  Inventory Levels..............................................38

SECTION 20. INDEMNIFICATION/LIMITATION OF LIABILITY AND PROCEDURES FOR
            CLAIMS..........................................................39

SECTION 20.1  Indemnification...............................................39

SECTION 20.2  Limitation of Liability.......................................40

SECTION 20.3  Recovery......................................................42

SECTION 20.4  Notice of Default.............................................42

SECTION 20.5  Notice of Litigation..........................................42

<PAGE>
 
SECTION 21. REMEDIES........................................................42

SECTION 21.1  Remedies of the Bank..........................................42

SECTION 21.2  Remedies of NDPS and/or GPI Canada............................43

SECTION 21.3  Non-Exclusive Remedies........................................43

SECTION 21.4  Equitable Remedies............................................43

SECTION 22. DISPUTE RESOLUTION..............................................44

SECTION 22.1  Initial Dispute Resolution....................................44

SECTION 22.2  Resolution by Committee.......................................44

SECTION 22.3  Resolution by Joint Director Committee........................44

SECTION 22.4  Arbitration...................................................44

SECTION 22.5  Arbitration Process...........................................44

SECTION 23. MISCELLANEOUS...................................................47

SECTION 23.1  Amendments, Etc...............................................47

SECTION 23.2  Notices.......................................................47

SECTION 23.3  No Waiver; Remedies...........................................48

SECTION 23.4  Third-Party Beneficiaries.....................................48

SECTION 23.5  Assignment....................................................48

SECTION 23.6  Governing Law, Attornment.....................................49

SECTION 23.7  Entire Agreement..............................................49

SECTION 23.8  Independent Contractor........................................49

SECTION 23.9  Severability..................................................49

SECTION 23.10 Execution in Counterparts.....................................49

SECTION 23.11 Confidentiality...............................................49

SECTION 23.12 Joint Announcement; Confidentiality...........................50

SECTION 23.13 Waiver of Jury Trial..........................................50

SECTION 23.14 Time of Essence...............................................51



<PAGE>
 
                                                                    EXHIBIT 10.4

                       CANADIAN IMPERIAL BANK OF COMMERCE

                                     - and -

                       NATIONAL DATA PAYMENT SYSTEMS, INC.

                                     - and -

                              GLOBAL PAYMENTS INC.

                                     - and -

                           GLOBAL PAYMENTS CANADA INC.




--------------------------------------------------------------------------------
                              TRANSITION AGREEMENT

--------------------------------------------------------------------------------

<PAGE>
 
                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1    INTERPRETATION..................................................1

1.1          Definitions.....................................................1

1.2          Headings and References.........................................3

1.3          Number and Gender...............................................3

1.4          Business Days...................................................3

1.5          Currency and Payment Obligations................................3

1.6          Statute References..............................................3

1.7          Section and Schedule References.................................4

1.8          Parties.........................................................4

ARTICLE 2    SERVICES........................................................4

2.1          Scope of Services...............................................4

2.2          Billing Services................................................4

2.3          Performance of Services.........................................4

2.4          Compliance with Directions......................................5

2.5          Subcontracting of Transition Services...........................5

2.6          Use of Software.................................................5

2.7          Changes to Procedures...........................................6

2.8          Changes in Law, etc.............................................6

2.9          Problem Notification............................................6

2.10         Root-Cause Analysis and Resolution..............................6

ARTICLE 3    PAYMENT FOR SERVICES............................................7

3.1          Fees for Services...............................................7

3.2          Reimbursement of Fees and Expenses..............................7

3.3          Credit for Aggregate Employee Retention Award...................7

3.4          Invoices........................................................7

3.5          Payment.........................................................7

3.6          Applicable Taxes................................................7

3.7          Withholding Taxes...............................................8

3.8          Disputed Fees...................................................8

ARTICLE 4    RELATIONSHIP BETWEEN THE PARTIES................................8

4.1          Transition Representatives......................................8

                                      -i-

<PAGE>
 
                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

4.2          Communications..................................................8

4.3          Bank Reports....................................................8

4.4          Confidentiality and Ownership of Data...........................9

4.5          Bank Service Locations..........................................9

ARTICLE 5    TRANSITION......................................................9


5.1          Transition......................................................9

5.2          Transition Plan.................................................9

ARTICLE 6    EMPLOYEES.......................................................9

6.1          Supervision of Employees........................................9

6.2          Terms of Employment of Transition Employees....................10

ARTICLE 7    DISCLAIMER OF WARRANTY.........................................10

7.1          No Warranty....................................................10

ARTICLE 8    LIMITATION OF LIABILITY AND INDEMNIFICATION....................10

8.1          Limitation of Liability........................................10

8.2          Force Majeure..................................................10

8.3          Indemnification................................................11

8.4          Recovery.......................................................11

8.5          Reimbursement for Unrecovered Chargebacks and Credit Losses....11

ARTICLE 9    TERM AND TERMINATION...........................................13

9.1          Term of Agreement..............................................13

9.2          Termination of a Transition Service............................13

9.3          Business Recovery Plan.........................................13

9.4          Bank Default...................................................13

9.5          NDPS/GPI Canada Default........................................14

9.6          Notice of Default..............................................14

9.7          Remedies of NDPS and GPI Canada................................14

9.8          Remedies of the Bank...........................................15

9.9          Non-Exclusive Remedies.........................................15

9.10         Equitable Remedies.............................................15

9.11         Assignment of Three Party Agreements...........................15

9.12         Consequences of Failure to Implement Transition Plan...........16

                                      -ii-

<PAGE>
 
                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

ARTICLE 10   SOFTWARE RIGHTS ON TERMINATION.................................16

10.1         Software.......................................................16

ARTICLE 11   GENERAL........................................................17

11.1         PeriPheron Thermal Printers....................................17

11.2         Dispute Resolution.............................................17

11.3         Contracts and Invoicing........................................17

11.4         Independent Contractor.........................................17

11.5         Entire Agreement; Amendment....................................18

11.6         Severability...................................................18

11.7         Further Assurances.............................................18

11.8         Successors and Assigns.........................................18

11.9         Modification and Waiver........................................18

11.10        Notices........................................................19

11.11        Governing Law; Interpretation..................................20

11.12        Consent to Jurisdiction........................................20

11.13        Third-Party Beneficiaries......................................21

11.14        Time of Essence................................................21

11.15        Counterparts...................................................21

                                     -iii-

<PAGE>
 
                              TRANSITION AGREEMENT

                  This TRANSITION AGREEMENT, dated as of the 20 day of March,
2001, between CANADIAN IMPERIAL BANK OF COMMERCE, a bank chartered under the
laws of Canada (the "BANK"), NATIONAL DATA PAYMENT SYSTEMS, INC., a New York
corporation ("NDPS"), GLOBAL PAYMENTS CANADA INC., an Ontario corporation ("GPI
CANADA") and GLOBAL PAYMENTS INC. ("GLOBAL PAYMENTS") as the guarantor of the
obligations of NDPS and GPI Canada hereunder, as described on the last page of
this Agreement.

                  WHEREAS the Bank and NDPS (and National Data Corporation and
Global Payments as guarantors of NDPS' obligations) entered into an asset
purchase agreement dated November 9, 2000 (the "ASSET PURCHASE Agreement"),
pursuant to which the Bank agreed to sell to NDPS, or an Affiliate of NDPS, the
Assets Sold (as defined in the Asset Purchase Agreement);

                  AND WHEREAS the Bank, GPI Canada and NDPS (and Global Payments
as the guarantor of the obligations of GPI Canada and NDPS) have entered into a
marketing alliance agreement dated the date hereof (the "MARKETING ALLIANCE
AGREEMENT") which sets out their respective rights and obligations in connection
with the Merchant Business (as defined in the Asset Purchase Agreement) from and
after the Closing Date;

                  AND WHEREAS, prior to the Closing Date, the Bank provided
various support services to the Merchant Business, which the Bank intends to
provide to NDPS and GPI Canada on a transitional basis pursuant to the terms of
this Agreement to assist NDPS and GPI Canada in performing the NDPS Services
which include certain services to be provided by the Bank to Merchants;

                  AND WHEREAS the execution and delivery of this Transition
Agreement by the Bank and NDPS is a condition precedent to the completion of the
transactions contemplated in the Asset Purchase Agreement;

                  NOW, THEREFORE, in consideration of the closing of the
transactions contemplated by the Asset Purchase Agreement and the mutual
covenants and agreements set forth herein, the Bank, GPI Canada and NDPS agree
as follows:

                                    ARTICLE I
                                 INTERPRETATION

1.1                DEFINITIONS. In this Agreement and in any Schedules hereto,
unless the context otherwise requires, the following terms shall have the
meanings set forth below. Capitalized terms used in this Agreement without
definition shall have the meaning ascribed thereto in the Marketing Alliance
Agreement.

                  "ADDITIONAL COSTS" has the meaning set forth in Section 3.3;

<PAGE>
 
                                      -2-

                  "AGREEMENT" means this agreement and the schedules attached
hereto as it or they may be amended or supplemented from time to time, and the
expressions "hereof", "herein", "hereto", "hereunder", or "hereby" and similar
expressions refer to this Agreement and not to any particular section or other
portion of this Agreement;

                  "ASSET PURCHASE AGREEMENT" has the meaning set forth in the
recitals;

                  "ASSETS SOLD" has the meaning set forth in the Asset Purchase
Agreement;

                  "BANK DEFAULT" has the meaning set forth in Section 9.4;

                  "BUSINESS RECOVERY PLAN" has the meaning set forth in Section
9.3;

                  "CLIENT RELATIONS REPRESENTATIVE" has the meaning set forth in
Section 4.1;

                  "CLOSING" has the meaning set forth in the Asset Purchase
Agreement;

                  "CLOSING DATE" has the meaning set forth in the Asset Purchase
Agreement;

                  "DIRECTION" means a direction by NDPS and/or GPI Canada to the
Bank with respect to the manner in which a Transition Service is performed;

                  "EFFECTIVE TIME" has the meaning set forth in the Asset
Purchase Agreement;

                  "EMPLOYEE NOTICE" has the meaning set forth in Section 9.2;

                  "EMPLOYMENT-RELATED CLAIMS" has the meaning set forth in
Section 6.3;

                  "INTRIA TRANSITION SERVICES" has the meaning set forth in
Schedule 2.1;

                  "LEGAL CHANGE" has the meaning set forth is Section 2.8;

                  "NDPS DEFAULT" has the meaning set forth in Section 9.5;

                  "NDPS DESIGNATE" has the meaning set forth in Section 9.11;

                  "OSFI" has the meaning set forth in Section 9.3;

                  "PAYROLL SERVICES" has the meaning set forth in Section 6.3;

                  "PERIPHERON" has the meaning set forth in Section 11.1;

                  "PRIME RATE" means the commercial lending rate of interest
which the Canadian Imperial Bank of Commerce quotes in Toronto as the reference
rate of interest (commonly known as "prime") for purposes of determining the
rate of interest that it charges to its commercial customers for loans in
Canadian funds;

                  "SERVICE LEVELS" has the meaning set forth in Section 2.3;

<PAGE>
 
                                      -3-

                  "STANDARD OF CARE" has the meaning set forth in Section 2.3;

                  "TERM" means, in respect of a Transition Service, the
twenty-four (24) month period commencing on the Closing Date and ending on the
second anniversary of the Closing Date;

                  "TERMINATION NOTICE" has the meaning set forth in Section 9.2;

                  "THREE PARTY AGREEMENTS" has the meaning set forth in the
Asset Purchase Agreement;

                  "TRANSFERRED EMPLOYEES" has the meaning set forth in the Asset
Purchase Agreement;

                  "TRANSITION DATE" means, in respect of a Transition Service,
the date on which such Transition Service is terminated in accordance with this
Agreement;

                  "TRANSITION EMPLOYEES" has the meaning set forth in the Asset
Purchase Agreement;

                  "TRANSITION PERIOD" has the meaning set forth in Section 2.1;

                  "TRANSITION PLAN" has the meaning set forth in Section 5.2;

                  "TRANSITION SERVICE" and "TRANSITION SERVICES" have the
meanings set forth in Section 2.1; and

                  "TRANSITION SUPPORT SERVICE" and "TRANSITION SUPPORT SERVICES"
have the meanings set forth in Schedule 3.1.

1.2               HEADINGS AND REFERENCES. The division of this Agreement into
Articles and Sections, the insertion of headings, and the provision of any table
of contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

1.3               NUMBER AND GENDER. Unless the context requires otherwise,
words importing the singular include the plural and vice versa and words
importing gender include all genders.

1.4               BUSINESS DAYS. If any payment is required to be made or other
action is required to be taken pursuant to this Agreement on a day which is not
a Business Day, then such payment or action shall be made or taken on the next
Business Day.

1.5               CURRENCY AND PAYMENT OBLIGATIONS. Except as otherwise
expressly provided in this Agreement, all statements of or references to dollar
amounts in this Agreement are to lawful money of Canada.

1.6               STATUTE REFERENCES. Any reference in this Agreement to any
statute or any section thereof shall, unless otherwise expressly stated, be
deemed to be a reference to such statute or section as amended, restated or
re-enacted from time to time.

<PAGE>
 
                                      -4-

1.7              SECTION AND SCHEDULE REFERENCES. Unless the context requires
otherwise, references in this Agreement to Sections or Schedules are to
Sections, or Schedules of this Agreement. The Schedules to this Agreement form
part of this Agreement and are as follows:

SCHEDULES

Schedule 2.1      -     Transition Services
Schedule 2.2      -     Service Levels
Schedule 3.1      -     Fees
Schedule 4.1      -     Client Relations Representatives
Schedule 9.11     -     Three Party Agreements

1.8               PARTIES. GPI Canada is a party to this Agreement for the
purposes of exercising such rights and fulfilling such obligations that relate
to the performance of the business of acquiring and leasing point-of-sale
terminals to Merchants and acting as an independent sales organization to the
extent that such activities relate to the conduct of the Merchant Business, and
all references to "NDPS and/or GPI Canada" herein shall be interpreted to mean
the relevant party as the context requires, provided that NDPS guarantees the
obligations of GPI Canada in accordance with the provisions of the last page of
this Agreement.

                                    ARTICLE 2
                                    SERVICES

2.1               SCOPE OF SERVICES. Upon the terms and subject to the
conditions of this Agreement, the Bank, to the extent requested by NDPS and/or
GPI Canada, shall provide to NDPS and/or GPI Canada the services relating to the
Merchant Business described in SCHEDULE 2.1 hereto (each, individually, a
"TRANSITION SERVICE" and collectively, the "TRANSITION SERVICES"), each such
Transition Service to be provided during the Term for such Transition Service,
unless the Term for such Transition Service is otherwise terminated in
accordance with Article 9. For greater certainty, without limiting the
foregoing, in no circumstances shall the Term during which the Bank is to
provide a Transition Service under this Agreement extend for a period longer
than twenty-four (24) months following the Closing Date (the "TRANSITION
PERIOD"), except as otherwise agreed in writing by the Bank, NDPS and/or GPI
Canada.

2.2               BILLING SERVICES. NDPS and GPI Canada hereby direct the Bank
to act as its billing intermediary and issue invoices directly to Merchants in
respect of the supply of services by NDPS and GPI Canada pursuant to the
Merchant Agreements. All amounts payable under any invoices issued to Merchants
under this Section 2.2, including all applicable taxes, shall be paid by the
Merchants directly to NDPS and NDPS and/or GPI Canada shall remit all applicable
taxes to the appropriate taxing authority.

2.3               PERFORMANCE OF SERVICES. The Bank agrees to: (a) provide the
Transition Services in a prompt, and efficient manner; (b) use due care in
performing all Transition Services hereunder in the ordinary course of the
Merchant Business and in accordance with good business practices and management
techniques; and (c) use Commercially Reasonable Efforts to comply

<PAGE>
 
                                      -5-

with the service levels set forth on SCHEDULE 2.3 (the "SERVICE Levels"), as
applicable ((a), (b) and (c) collectively, the "STANDARD OF CARE"). NDPS and GPI
Canada agree that the Bank shall be deemed to have provided the Transition
Services in accordance with the Standard of Care if the Bank performs such
Transition Services in substantially the same manner as such services were
performed during the twelve (12) month period immediately preceding the Closing
Date. Within 60 days of the Closing Date, the Bank shall, with input and
assistance from NDPS and/or GPI Canada, provide NDPS and/or GPI Canada with a
schedule of the primary service levels achieved by the Bank during the twelve
(12) month period immediately preceding the Closing Date, such service levels
shall serve as the basis for the deemed performance in accordance with the
Standard of Care as described in the preceding sentence. The Bank agrees to: (a)
comply with all applicable Laws, Association Rules and Clearing System Rules,
including, but not limited to, those concerning the processing of Chargebacks
and Credit Losses, dispute resolution and arbitration; and (b) use Commercially
Reasonable Efforts to ensure that Transferred Employees have access to e-mail.

2.4                COMPLIANCE WITH DIRECTIONS. The Bank acknowledges that NDPS
and GPI Canada have an interest in the manner in which the Bank performs the
Transition Services and operates the division responsible for performing such
Transition Services as such performance and operations has a direct impact on
the profitability of the Merchant Business. The Bank agrees that it shall in
good faith give due and timely consideration to all Directions that are provided
to the Bank by the Client Relations Representative of NDPS and GPI Canada, or a
designate of such Person, and to meet regularly with such Client Relations
Representative to discuss such Directions. In the event that the Bank follows a
Direction and, as a result of following such Direction, fails to perform the
Transition Services in substantially the same manner as such services were
performed during the twelve (12) month period immediately preceding the Closing
Date, NDPS and GPI Canada acknowledge and agree that such failure to meet the
Standard of Care shall not be considered a Bank Default, notwithstanding
anything to the contrary in this Agreement.

2.5               SUBCONTRACTING OF TRANSITION SERVICES. The Bank shall have the
right to subcontract any of the Transition Services that, prior to the Closing
Date, were performed by Intria-HP Corporation and Intria Items Inc. The Bank
acknowledges and agrees that it shall not subcontract any other Transition
Services without the prior written approval of NDPS and/or GPI Canada, such
approval not to be unreasonably withheld. NDPS and GPI Canada acknowledge and
agree that they shall not have a direct contractual relationship with any of the
subcontractors hired by the Bank to perform the Transition Services. The Bank
shall use Commercially Reasonable Efforts to give NDPS and/or GPI Canada the
benefit of any cost reductions or savings the Bank receives from any
subcontractors, including Intria-HP Corporation and Intria Items Inc.

2.6               USE OF SOFTWARE. Each of NDPS and GPI Canada, as the owners of
any and all software included in the Assets Sold, consents to the execution,
use, access and copying of such software by the Bank and its Affiliates,
provided that any such execution, use, access or copying by the Bank or its
Affiliates is done solely for the purposes, and in accordance with the terms, of
this Agreement.

<PAGE>
 
                                      -6-

2.7               CHANGES TO PROCEDURES. The Bank shall have the right to change
the procedures it uses in performing the Transition Services from time to time
upon the mutual agreement of the parties.

2.8               CHANGES IN LAW, ETC. The Bank shall, with the co-operation and
assistance of NDPS and/or GPI Canada, identify and assess the impact on the
Transition Services of a change in applicable Laws, Association Rules or
Clearing System Rules that relate to the Transition Services (a "LEGAL CHANGE").
If NDPS, GPI Canada or the Bank becomes aware of an impending or actual Legal
Change, it shall notify the other parties of such Legal Change and provide an
assessment of its impact. The parties shall in good faith attempt to agree upon
any required modifications to the Transition Services required as a result of a
Legal Change. While the Bank is making any agreed upon modifications resulting
from a Legal Change, the Bank shall use Commercially Reasonable Efforts to
continue to provide the Transition Services at the specified Service Levels. If,
however, such Legal Change prevents the Bank from meeting the Service Levels,
the Bank shall use its Commercially Reasonable Efforts to arrange a reasonable
solution that gives effect to the intent of this Agreement as closely as
practicable and that delivers the Transition Services in the most commercially
reasonable manner in the circumstances. If such Legal Change materially affects
the Bank's cost of providing the Transition Services, the Bank, NDPS and/or GPI
Canada shall in good faith negotiate an adjustment of the applicable Service
Levels.

2.9               PROBLEM NOTIFICATION. The Bank shall notify NDPS and GPI
Canada in the event that the Bank becomes aware of an event, occurrence, error,
defect or malfunction materially affecting the ability of the Bank to perform
the Transition Services. NDPS and/or GPI Canada shall notify the Bank in the
event that either GPI Canada or NDPS, as the case may be, becomes aware of an
event, occurrence, error, defect or malfunction materially affecting the ability
of the Bank to perform the Transition Services. Failure by NDPS or GPI Canada to
give any notice pursuant to this Section 2.9 relating to a problem affecting the
Bank shall not relieve the Bank of any liability hereunder. If more than one
problem arises or occurs at one time, the parties shall mutually agree upon the
order of priority in which the problems are to be addressed and resolved.

2.10              ROOT-CAUSE ANALYSIS AND RESOLUTION. The Bank shall, promptly
after:

                  (a)   any material failure of the Bank to provide any of the
                        Transition Services in accordance with this Agreement;
                        or

                  (b)   the Bank's repeated failure to provide any of the
                        Transition Services in accordance with this Agreement,

and in any event within three (3) days of receipt of a notice from NDPS and/or
GPI Canada in respect thereof, commence an analysis to identify the cause of
such failure; and as soon as commercially reasonable thereafter provide a report
detailing the cause of, and procedure for correcting, such failure. In addition,
the Bank shall deliver to NDPS and/or GPI Canada within a commercially
reasonable time a corrective action plan that addresses actions to be taken in
an effort to try to avoid a recurrence of such failure.

<PAGE>
 
                                      -7-

                                    ARTICLE 3
                              PAYMENT FOR SERVICES

3.1               FEES FOR SERVICES. NDPS and/or GPI Canada shall pay to the
Bank the amounts set forth and calculated in accordance with Schedule 3.1 in
consideration for the Transition Services.

3.2               REIMBURSEMENT OF FEES AND EXPENSES. The parties hereto
acknowledge and agree that in connection with the provision of the Transition
Services in accordance with the terms of this Agreement, the Bank may incur
costs in modifying the physical facilities (for example, new locks and doors)
and technology infrastructure (for example, network security and isolating the
e-mail environment) used by the Merchant Business and setting up adequate
systems and protections (the "ADDITIONAL COSTS"). NDPS and/or GPI Canada agree
that they shall, in addition to their other payment obligations pursuant to this
Article 3, reimburse the Bank for fifty percent (50%) of the Additional Costs
reasonably incurred by the Bank, provided that the Bank has provided NDPS and/or
GPI Canada with 60 days' notice of its need to incur such Additional Costs, such
notice to include an estimate of the Additional Costs to the extent practicable.
For greater certainty, such Additional Costs shall not include any costs
relating to the migration of the technology platform for the Merchant Business
by NDPS and/or GPI Canada.

3.3               CREDIT FOR AGGREGATE EMPLOYEE RETENTION AWARD. The amount
payable to the Bank by NDPS and/or GPI Canada as compensation for the Transition
Services shall be reduced by a one-time credit of $17,183.00.

3.4               INVOICES. The Bank shall deliver, within twenty-one days after
the end of each calendar month, an invoice to NDPS for all amounts payable by
NDPS and/or GPI Canada to the Bank as compensation for Transition Services
performed in the preceding calendar month and any Additional Costs incurred in
the preceding calendar month.

3.5               PAYMENT. Payment of the amounts specified on an invoice
delivered in accordance with Section 3.4 shall be due on the 60th day after the
end of the calendar month to which the invoice relates. The Bank reserves the
right to charge interest on all amounts not paid when due at the Prime Rate or
the maximum rate allowed by law, if less. If amounts specified on an invoice are
disputed and withheld by NDPS and/or GPI Canada, and it is later determined that
such amounts were accurately charged, NDPS and/or GPI Canada will pay such
amount together with the interest thereon determined in accordance with this
Section 3.5 from the date on which payment under such invoice was otherwise due.

3.6               APPLICABLE TAXES. The parties understand that the Transition
Services are not subject to tax under Part IX of the Excise Tax Act (Canada) and
the Act Respecting the Quebec Sales Tax (Quebec) pursuant to Schedule VI, Part
V, Section 7 to the Excise Tax Act (Canada). The parties covenant and agree
that, in any event, they shall cooperate to contest any assessment of goods and
services taxes and to minimize the amount of goods and services tax payable. In
the event that goods and services taxes, or any other taxes, are payable in
connection with the Transition Services and this Agreement, NDPS and/or GPI
Canada shall pay to the Bank all

<PAGE>
 
                                      -8-

applicable sales, value added, use and other taxes (other than income and any
withholding taxes) required under applicable Laws to be paid to the Bank in
respect of the fees payable for Transition Services, including, without
limitation, provincial sales taxes and goods and services taxes.

3.7               WITHHOLDING TAXES. In the event that NDPS does not obtain a
waiver from the Canadian Customs and Revenue Authority ("CCRA") or such other
applicable taxing authority of both: (a) the requirement for the Bank to
withhold and remit applicable withholding tax under Regulation 105 of the Income
Tax Act (Canada); and (b) if applicable, the equivalent requirement under
applicable Quebec tax legislation with respect to any amounts to be transferred
by the Bank to NDPS and/or GPI Canada in connection with the Transition
Services, the Bank shall make such withholdings and remit such amounts to the
CCRA or such other applicable taxing authority as are required under the
legislative requirements that the CCRA or such other applicable taxing authority
has not so waived.

3.8               DISPUTED FEES. NDPS and/or GPI Canada shall notify the Bank
within 120 days of receipt of an invoice of any disputed amounts or the Bank,
and, subject to any adjustments described in Schedule 3.1, NDPS and GPI Canada
shall be deemed to have agreed with the invoice. In the event of any dispute
with respect to the matters set forth in this Article 3, the parties agree that
such dispute shall be settled in accordance with the dispute resolution
mechanism set out in Section 22 of the Marketing Alliance Agreement.

                                   ARTICLE 4
                        RELATIONSHIP BETWEEN THE PARTIES

4.1               TRANSITION REPRESENTATIVES. Each of the Bank, individually,
and NDPS and GPI Canada, collectively, shall designate, from time to time, a
representative responsible for implementing the provisions of this Agreement and
all communications with the other parties relating to the subject matter of this
Agreement. Until such time as the Bank, or NDPS and GPI Canada, may change their
Client Relations Representative by written notice, the initial Client Relations
Representatives for the Bank, individually, and NDPS and GPI Canada,
collectively, are those individuals set forth in SCHEDULE 4.1.

4.2               COMMUNICATIONS. NDPS, GPI Canada and the Bank agree to provide
all reasonable technical or other information required by the other parties in
connection with the performance of the Transition Services, and the assumption
of responsibility for the performance of the Transition Services by NDPS and/or
GPI Canada and their designated third party providers. The Client Relations
Representatives, or their designates, shall communicate on a regular basis with
respect to the performance of the Transition Services and the implementation of
the Transition Plan and shall act as a liaison between the parties hereto. The
Client Relations Representative of each party hereto, or their designates, shall
be responsible for answering or addressing inquiries or concerns of the other
parties, such inquiries or concerns to be addressed within a reasonable period
of time.

<PAGE>
 
                                      -9-

4.3               BANK REPORTS. The Bank shall provide to NDPS and/or GPI Canada
such reports as the parties shall mutually agree upon from time to time. The
reasonable costs of such reporting shall be borne by NDPS and/or GPI Canada,
except for the costs associated with any reports that are generated in the
Ordinary Course of the Bank's business without additional cost or undue burden
to the Bank.

4.4               CONFIDENTIALITY AND OWNERSHIP OF DATA. The parties agree that
the terms and conditions of the Marketing Alliance Agreement relating to NDPS
Data, Bank Data and Confidentiality, including but not limited to, Sections
10.4, 10.5, 10.7, 11 and 23.11, shall apply to any NDPS Data or Bank Data
obtained or accessed by another party during the Transition Period.

4.5               BANK SERVICE LOCATIONS. The parties acknowledge and agree that
terms and conditions of the Marketing Alliance Agreement relating to Bank
Service Locations, including, but not limited to, Sections 10.6 and 10.8, shall
apply during the Transition Period and NDPS and/or GPI Canada shall be entitled
to exercise of the rights granted thereunder.

                                    ARTICLE 5
                                   TRANSITION

5.1               TRANSITION. NDPS, GPI Canada and the Bank agree to use their
Commercially Reasonable Efforts to effect an orderly operation or transition of
the relevant functions of the Merchant Business during the Transition Period.
The Bank agrees to offer NDPS and GPI Canada reasonable conversion assistance
and consultation in effecting this transition.

5.2               TRANSITION PLAN. NDPS and/or GPI Canada shall develop a
tentative plan (the "TRANSITION PLAN") and shall use Commercially Reasonable
Efforts to deliver to the Bank a copy of such Transition Plan, by the date that
is 120 days following the Closing Date, such Transition Plan to provide for an
orderly method under which NDPS and/or GPI Canada or a third party provider
shall assume responsibility for the performance of the Transition Services. The
Bank shall provide information and assistance to NDPS and/or GPI Canada in the
formulation of the Transition Plan, to the extent reasonably requested by NDPS
and/or GPI Canada. NDPS and GPI Canada shall use Commercially Reasonable Efforts
to implement the Transition Plan and to ensure that such implementation does not
adversely affect the Bank or its ability to provide any of the Transition
Services. In the event that NDPS and/or GPI Canada make any changes to the
Transition Plan, NDPS and/or GPI Canada agree to notify the Bank in writing of
such changes.

                                    ARTICLE 6
                                    EMPLOYEES

6.1               SUPERVISION OF EMPLOYEES. The Bank, NDPS and/or GPI Canada
agree to work together, in good faith, to develop reporting, supervision and
communication arrangements between the employees of the Bank who are responsible
for performing the Transition Services and NDPS and/or GPI Canada to facilitate
the performance of the obligations of the parties under this Agreement and the
Marketing Alliance Agreement.

<PAGE>
 
                                      -10-

6.2               TERMS OF EMPLOYMENT OF TRANSITION EMPLOYEES. The parties
acknowledge that the terms and conditions relating to offers of employment to,
and terms of employment of, Transition Employees and the obligations of GPI
Canada in respect thereof are set out in Section 4.3 of the Asset Purchase
Agreement.

                                   ARTICLE 7
                             DISCLAIMER OF WARRANTY

7.1               NO WARRANTY. Other than those expressly provided in this
Agreement, there are no representations, warranties or conditions express,
implied or statutory, including but not limited to, any implied warranties or
conditions of merchantable quality or fitness for a particular purpose, made by
the Bank with respect to any and all services, equipment, goods or items,
including without limitation software, provided in the course of performing its
obligations and the Transition Services.

                                   ARTICLE 8
                   LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1               LIMITATION OF LIABILITY. Should there be any failure in
performance or errors or omissions, the Bank shall use Commercially Reasonable
Efforts to correct such failure in performance or errors or omissions. Except as
the result of a third party claim subject to Section 8.3, in no event shall a
party hereto be liable to another party or any third parties for any special,
indirect or consequential damages, even if such party has been advised of the
possibility of such damage. The Bank shall not be responsible in any manner for
errors or failures of any Person other than those of the Bank, any Affiliate of
the Bank, Intria-HP Corporation, and Intria Items Inc. NDPS and/or GPI Canada
shall not be responsible in any manner for errors or failures of any Person
other than those of NDPS, and/or GPI Canada or any Affiliate of NDPS and/or GPI
Canada or any Merchant Accounting Processor or Independent Sales Organization
designated by NDPS.

8.2               FORCE MAJEURE. None of the parties hereto shall be liable for
a failure or delay in the performance of their obligations under the terms of
this Agreement, including, but not limited to, a failure or delay in providing
the Transition Services, if such failure is due to any Force Majeure Event
affecting the party not performing its obligations, or affecting one of its
subcontractors, provided that such party uses Commercially Reasonable Efforts to
resume performing its obligations hereunder as soon as practicable. If a Force
Majeure Event occurs, the party affected by such Force Majeure Event shall
promptly notify such party by telephone (to be confirmed in writing within 5
days of the inception of such delay) of the occurrence of a Force Majeure Event
and describe in reasonable detail in such notice the circumstances causing the
Force Majeure Event. The parties hereto shall not have any liability for losses,
expenses or damages, ordinary, special or consequential resulting directly or
indirectly from such causes or conditions.

<PAGE>
 
                                      -11-

8.3                   INDEMNIFICATION.

                      (a)  INDEMNIFICATION BY THE BANK. Subject to the terms of
                           this Agreement, the Bank shall indemnify each of NDPS
                           and GPI Canada and hold each of NDPS and GPI Canada
                           harmless from any liability, loss, cost or expense,
                           including reasonable attorneys' fees and expenses
                           ("LOSSES") suffered it or its Affiliates that shall
                           result from or arise out of (i) the breach by the
                           Bank of this Agreement; (ii) the Bank's violation of
                           applicable Laws, Association Rules and Clearing
                           System Rules; or (iii) the negligence or intentional
                           wrongdoing of the Bank; provided that if the Bank and
                           NDPS and/or GPI Canada are jointly sued by a third
                           party and they are deemed to be liable as joint
                           tortfeasors, then the allocation of loss between NDPS
                           and GPI Canada, on the one hand, and the Bank, on the
                           other hand, shall be determined by the court.

                      (b)  INDEMNIFICATION BY NDPS AND GPI CANADA. Subject to
                           the terms of this Agreement, each of NDPS and GPI
                           Canada shall indemnify the Bank and hold the Bank
                           harmless from any Losses suffered by it or its
                           Affiliates that shall result from or arise out of (i)
                           the breach by NDPS or GPI Canada of this Agreement;
                           (ii) NDPS's or GPI Canada's violation of applicable
                           Laws, Association Rules and Clearing System Rules; or
                           (iii) the negligence or intentional wrongdoing of
                           NDPS or GPI Canada; provided that if the Bank and
                           NDPS and/or GPI Canada are jointly sued by a third
                           party and they are deemed to be liable as joint
                           tortfeasors, then the allocation of loss between NDPS
                           and/or GPI Canada, on the one hand, and the Bank, on
                           the other, shall be determined by the court.

                      (c)  PROCEDURES. NDPS, GPI Canada and the Bank agree that
                           the procedure for making a claim under the indemnity
                           provisions of this Section 8.3 shall be governed by,
                           and conducted in accordance with, Section 20 of the
                           Marketing Alliance Agreement.

8.4                        RECOVERY. If, at any time, either the Bank, on the
one hand, or NDPS and/or GPI Canada, on the other, has received damages from the
other and recovers funds, payments, or costs from a third party relating to the
liability in respect of which such damages were paid, the amounts so recovered
(less the costs of recovery and amounts previously paid to the other party in
respect of the Loss) shall be remitted to such other party up to the amounts
previously paid by such party.

8.5                        REIMBURSEMENT FOR UNRECOVERED CHARGEBACKS AND CREDIT
LOSSES.

                      (a)  The Bank shall reimburse NDPS within 60 days for the
                           amount of any unrecovered Chargebacks and Credit
                           Losses (calculated on an aggregate basis for the
                           entire portfolio of Merchants that are parties to
                           Existing Merchant Agreements, and not on a
                           Merchant-by-Merchant basis) that: (i) are incurred by
                           NDPS and/or GPI Canada in respect of Merchants that
                           are 

<PAGE>
 
                                      -12-

                           parties to Existing Merchant Agreements; (ii) arise
                           out of sales transactions which occur between the
                           Effective Time and the date on which this Agreement
                           is terminated in accordance with Article 9 hereof;
                           and (iii) are in excess of twice the aggregate amount
                           of unrecovered Chargebacks and Credit Losses
                           (calculated on an aggregate basis for the entire
                           portfolio of Merchants that are parties to Existing
                           Merchant Agreements, and not on a
                           Merchant-by-Merchant basis) that the Bank incurred in
                           respect of sales transactions which occurred during
                           the period of time immediately preceding the
                           Effective Time that is equal in duration to the
                           period of time during which the Bank performed the
                           Transition Services under this Agreement;

                      (b)  From time to time, NDPS and/or GPI Canada shall
                           deliver an invoice to the Bank for amounts payable by
                           the Bank to NDPS and/or GPI Canada under the terms
                           and conditions of paragraph (a). Payment of the
                           amounts specified on an invoice delivered in
                           accordance with this paragraph (b) shall be due on
                           the 60th day after the date of the invoice. NDPS
                           and/or GPI Canada reserve the right to charge
                           interest on all amounts not paid when due at the
                           Prime Rate or the maximum rate allowed by law, if
                           less;

                      (c)  Upon request, NDPS and/or GPI Canada shall provide
                           reasonable supporting information for any invoice
                           submitted under this Section 8.5. The Bank shall have
                           the right to conduct a review of the books and
                           records of NDPS and GPI Canada relating solely to the
                           unrecovered Chargebacks and Credit Losses described
                           in paragraph (a) upon written notice to NDPS at a
                           mutually agreeable time and place. Upon receipt of a
                           review notice, NDPS and GPI Canada will make
                           available for the Bank's inspection (including
                           inspection by any agent, representative, or
                           professional advisor of the Bank) all relevant
                           records and books related to the unrecovered
                           Chargebacks and Credit Losses described in paragraph
                           (a). Any such review shall be at the expense of the
                           Bank, unless such review reveals that NDPS and/or GPI
                           Canada has overcharged the Bank, in which case, the
                           Bank shall be reimbursed for the costs and expenses
                           it incurred in connection with such review; and

                      (d)  The Bank shall notify NDPS within 120 days of receipt
                           of an invoice delivered under this Section 8.5 of any
                           disputed amounts or the Bank, NDPS and GPI Canada
                           shall be deemed to have agreed with the invoice. In
                           the event of any dispute with respect to the matters
                           set forth in this Section 8.5, the parties agree that
                           such dispute shall be settled in accordance with the
                           dispute resolution mechanism set out in Section 22 of
                           the Marketing Alliance Agreement.

<PAGE>
 
                                      -13-

                                   ARTICLE 9
                              TERM AND TERMINATION

9.1               TERM OF AGREEMENT. This Agreement shall remain in full force
and effect from the Closing Date to the earliest of: (a) the date that is the
second anniversary of the Closing Date; (b) the date on which this Agreement is
terminated in accordance with Sections 9.7 or 9.8; and (c) the date on which the
Bank is no longer obligated to perform any of the Transition Services under the
terms of this Agreement.

9.2               TERMINATION OF A TRANSITION SERVICE. The obligation of the
Bank to provide a particular Transition Service may be terminated by NDPS and/or
GPI Canada at the end of any calendar month prior to end of the Term for which
such Transition Service was to be provided, upon 120 days' prior written notice
(the "TERMINATION NOTICE") to the Bank. NDPS and GPI Canada agree that each of
the Transition Services shall be terminated in an orderly manner in accordance
with the Transition Plan. Notwithstanding that the Bank shall receive 120 days'
prior written notice of the intention of NDPS and GPI Canada to terminate the
Bank's obligation to provide a Transition Service, the Bank agrees that it shall
not provide its employees that are responsible for performing such Transition
Service with more than 60 days' prior written notice (the "EMPLOYEE NOTICE") of
NDPS's and GPI Canada's intention to terminate such Transition Service. Prior to
the delivery of the Employee Notice, NDPS and/or GPI Canada shall have the right
to cancel the Termination Notice, in which event the Bank shall continue to
provide the applicable Transition Service in accordance with the terms and
conditions of this Agreement. After the Employee Notice has been delivered, the
Bank is not obligated to: (a) extend the period during which it is obligated to
perform the Transition Service beyond the date specified in the Termination
Notice for termination of such Transition Service; or (b) resume performing such
Transition Service at a later date during the Transition Period.

9.3               BUSINESS RECOVERY PLAN. Notwithstanding anything to the
contrary in this Agreement, NDPS and GPI Canada shall not be entitled to
terminate the Bank's obligation to provide all or any part of the authorization
and draft capture services until such time as the operator of the platform has
in place a business recovery plan (the "BUSINESS RECOVERY PLAN") that is in
compliance with any conditions imposed by the Office of the Superintendent of
Financial Institutions ("OSFI") and is acceptable to the Bank, such acceptance
not to be unreasonably withheld. Despite the foregoing and subject to compliance
with any conditions imposed by OSFI, the Bank agrees that the Business Recovery
Plan of Intria-HP Corporation and Intria Items Inc. existing on the date hereof
is acceptable to the Bank.

9.4               BANK DEFAULT. The occurrence of any one of more of the
following events shall constitute a default by the Bank under the terms of this
Agreement (a "BANK DEFAULT"):

             (1)  If the Bank defaults in the performance of any of the
                  Transition Services in accordance with Section 2.3 for two
                  consecutive months under this Agreement and a corrective
                  action plan has not been developed during the 30-day period
                  after written notice and demand for cure has been given by
                  NDPS and/or GPI Canada to the Bank (except that such period
                  shall be extended to the extent there shall be in effect any
                  event which shall be deemed a Force Majeure Event); or

<PAGE>
 
                                      -14-

             (2)  The Bank is adjudged or declared bankrupt or insolvent or
                  makes an assignment for the benefit of its creditors, or
                  petitions or applies to any tribunal for the appointment of a
                  receiver, custodian, trustee, or similar officer for it or for
                  any part of its property, or commences any proceedings
                  relating to it under any reorganization, arrangement,
                  readjustment of debt, dissolution or liquidation Law or
                  statute of any jurisdiction whether now or hereafter in
                  effect, or by any act indicates its consent to, approval of,
                  or acquiescence in, any such proceeding for it or for any part
                  of its property, or a receiver, liquidator, assignee,
                  custodian, trustee or similar official is appointed for the
                  party, or any of the party's property.

9.5               NDPS/GPI CANADA DEFAULT. The occurrence of any one or more of
the following events shall constitute a default by NDPS or GPI Canada under the
terms of this Agreement (an "NDPS DEFAULT"):

             (1)  If NDPS or GPI Canada defaults in the payment of any amounts
                  due and owing to the Bank under this Agreement and such
                  default is not cured for sixty (60) days after written notice
                  and demand for cure has been given by the Bank to NDPS and GPI
                  Canada;

             (2)  If NDPS or GPI Canada is adjudged or declared bankrupt or
                  insolvent or makes an assignment for the benefit of its
                  creditors, or petitions or applies to any tribunal for the
                  appointment of a receiver, custodian, trustee, or similar
                  officer for it or for any part of its property, or commences
                  any proceedings relating to it under any reorganization,
                  arrangement, readjustment of debt, dissolution or liquidation
                  Law or statute of any jurisdiction whether now or hereafter in
                  effect, or by any act indicates its consent to, approval of,
                  or acquiescence in, any such proceeding for it or for any part
                  of its property, or a receiver, liquidator, assignee,
                  custodian, trustee or similar official is appointed for the
                  party, or any of the party's property.

9.6               NOTICE OF DEFAULT. Each party to this Agreement shall promptly
notify the other parties if a Default or Event of Default with respect to it has
occurred hereunder.

9.7               REMEDIES OF NDPS AND GPI CANADA. Upon the occurrence of a Bank
Default, after attempting to resolve the matter pursuant to the dispute
resolution provisions set out in the Marketing Alliance Agreement, NDPS and/or
GPI Canada may do any or all of the following as NDPS and/or GPI Canada, in
their sole and absolute discretion, shall determine:

             (1)  terminate this Agreement in accordance with the provisions
                  hereof;

             (2)  bring any proceedings in the nature of specific performance,
                  injunction, or other equitable remedy in any instance, it
                  being acknowledged that damages at Law may be an inadequate
                  remedy for a Bank Default under this Agreement;

             (3)  bring any action at Law as may be necessary or advisable in
                  order to recover damages and costs; and/or

<PAGE>
 
                                      -15-

             (4)  exercise any of its other rights and remedies provided for
                  hereunder or otherwise available to it, including a waiver of
                  any Bank Default.

9.8               REMEDIES OF THE BANK. Upon the occurrence of an NDPS Default,
after attempting to resolve the matter pursuant to the dispute resolution
provisions set out in the Marketing Alliance Agreement, the Bank may do any or
all of the following as the Bank, in its sole and absolute discretion, shall
determine:

             (1)  terminate this Agreement in accordance with the provisions
                  hereof;

             (2)  bring any proceedings in the nature of specific performance,
                  injunction, or other equitable remedy in any instance, it
                  being acknowledged that damages at Law may be an inadequate
                  remedy for an NDPS Default under this Agreement;

             (3)  bring any action at Law as may be necessary or advisable in
                  order to recover damages and costs; and/or

             (4)  exercise any of its other rights and remedies provided for
                  hereunder or otherwise available to it, including a waiver of
                  any NDPS Default.

9.9               NON-EXCLUSIVE REMEDIES. The non-defaulting party may, in its
sole discretion, exercise any right or recourse and/or proceed by any action,
suit, remedy or proceeding against the defaulting party authorized hereunder or
permitted by Law and may proceed to exercise any and all rights hereunder and no
remedy for the enforcement of the rights of the non-defaulting party shall be
exclusive of any other rights or remedies provided hereunder or at Law or in
equity or be dependent upon any such right or remedy and any one or more of such
rights or remedies may from time to time be exercised independently or in
combination. All such rights shall be subject to the limitation of liability
contained herein.

9.10              EQUITABLE REMEDIES. The defaulting party agrees that the
non-defaulting party's entitlement to seek equitable relief includes such
injunction or injunctions as may be required to prevent breaches or further
breaches of any of the provisions hereof, and specific enforcement of such
provisions by an action instituted in any court having jurisdiction.

9.11              ASSIGNMENT OF THREE PARTY AGREEMENTS. As contemplated in and
pursuant to the Asset Purchase Agreement, upon termination of the Bank's
obligation to perform a Transition Service, the Bank agrees to assign to NDPS or
GPI Canada or such Affiliate of NDPS or GPI Canada as NDPS or GPI Canada shall
designate (the "NDPS DESIGNATE") and NDPS and GPI Canada agree to accept, or
cause their NDPS Designate to accept, from the Bank all right, title and
interest of the Bank in and to any Three Party Agreements set forth in SCHEDULE
9.10 that enabled the Bank to perform to such Transition Service and NDPS and
GPI Canada agree to assume, or cause their NDPS Designate to assume, any and all
of the Bank's obligations under such Three Party Agreements. The parties hereto
acknowledge that such Three Party Agreements are agreements that are to be
assigned to NDPS under the terms of the Asset Purchase Agreement and that the
Bank needed to retain the right to receive some or all of the rights or services
provided thereunder solely for purposes of providing the Transition Services to
NDPS and/or GPI Canada. Upon termination of the Bank's obligation to perform a
Transition

<PAGE>
 
                                      -16-

Service in accordance with Section 9.2, the Bank shall no longer require the
rights or services provided under any Three Party Agreements applicable to such
Transition Service and as contemplated, and in return for the consideration
provided, under the Asset Purchase Agreement the assignment of such Three Party
Agreements shall be effective.

9.12              CONSEQUENCES OF FAILURE TO IMPLEMENT TRANSITION PLAN. In the
event that NDPS, GPI Canada or a third party service provider has not assumed
responsibility for the performance of all of the Transition Services by the end
of the Transition Period, the Bank shall have the option to continue performing
the Transition Services in return for compensation equivalent to the market
rates charged by independent service providers for substantially similar
services, such option to be exercised in the sole and absolute discretion of the
Bank and subject to any regulatory approvals required and all applicable laws.

                                   ARTICLE 10
                         SOFTWARE RIGHTS ON TERMINATION

10.1              SOFTWARE. The parties agree that if, during the term of this
Agreement, it is determined that NDPS, GPI Canada or any of their Affiliates
shall need access to certain software to conduct the Merchant Business (the
"SOFTWARE") following the Transition Period, and such Software is:

                  (a)      owned by the Bank or an Affiliate of the Bank and
                           will be used by the Bank following the Transition
                           Period, at NDPS' or GPI Canada's option, the Bank
                           shall, or shall cause its Affiliate to, enter into,
                           on commercially reasonable terms, a non-exclusive,
                           non-assignable, royalty-free, fully paid-up licence
                           with NDPS, GPI Canada or their NDPS Designate in
                           respect of any such Software;

                  (b)      owned by the Bank or an Affiliate of the Bank and
                           will not be used by the Bank following the Transition
                           Period, at NDPS' or GPI Canada's option, the Bank
                           shall, or shall cause its Affiliate to, transfer such
                           software to NDPS, GPI Canada or their NDPS Designate;

                  (c)      licensed by the Bank or an Affiliate of the Bank and
                           will be used by the Bank following the Transition
                           Period, at NDPS' or GPI Canada's option, the Bank
                           shall, or shall cause its Affiliate to, use
                           Commercially Reasonable Efforts to: (i) negotiate an
                           arrangement with NDPS, GPI Canada or their NDPS
                           Designate and the licensor of such Software whereby
                           both NDPS, GPI Canada or their NDPS Designate, and
                           the Bank, or its Affiliate, as applicable, could
                           continue using such Software under the same licence;
                           or (ii) obtain a separate licence for NDPS, GPI
                           Canada or their NDPS Designate; or

                  (d)      licensed by the Bank or an Affiliate of the Bank and
                           will not be used by the Bank following the Transition
                           Period, at NDPS' or GPI Canada's option, the Bank
                           shall, or shall cause its Affiliate to use
                           Commercially 

<PAGE>
 
                                      -17-

                           Reasonable Efforts to, assign its licence to NDPS,
                           GPI Canada, or their NDPS Designate.

Notwithstanding anything to the contrary, any additional licenses resulting from
the foregoing are considered, as between the Bank, NDPS and GPI Canada, to be a
part of, a result of, and in return for, the consideration provided under the
Asset Purchase Agreement


                                  ARTICLE 11
                                    GENERAL

11.1              PERIPHERON THERMAL PRINTERS The Bank shall reimburse NDPS for
the cost incurred by NDPS and/or GPI Canada for shipping the RM2000 Thermal
Printers manufactured by PeriPheron Technologies Ltd. ("PERIPHERON") to
PeriPheron's facilities at #148-1538 Cliveden Avenue, Delta, British Columbia in
connection with the "TCO Upgrade Project" (as described in the letters from
PeriPheron to CIBC dated January 22, 2001 and February 19, 2001 included in the
Assets Sold) to be implemented by PeriPheron, NDPS and/or GPI Canada after the
Closing Date, provided that the maximum amount payable by the Bank for such
shipping costs shall be $100,000. NDPS and GPI Canada shall use Commercially
Reasonable Efforts to cause the TCO Upgrade Project to be completed as soon as
practicable and, if possible, within a eighteen (18) month period.

11.2              DISPUTE RESOLUTION. NDPS, GPI Canada and the Bank acknowledge
and agree that any and all disputes that arise from, or relate in any way to,
the Transition Services, the Transition Plan, or any other matter set forth in
this Agreement, shall be settled in accordance with the dispute resolution
provisions set out in the Marketing Alliance Agreement.

11.3              CONTRACTS AND INVOICING. Upon request, the Bank shall provide
reasonable supporting information for any invoice submitted hereunder. NDPS
and/or GPI Canada shall have the right to conduct a review of the books and
records of the Bank relating solely to the Transition Services to be provided
hereunder upon written notice to the Bank at a mutually agreeable time and
place. Upon receipt of a review notice, the Bank will make available for NDPS'
or GPI Canada's inspection (including inspection by any agent, representative,
or professional advisor of NDPS or GPI Canada) all relevant records and books
related solely to the Transition Services provided hereunder. Any such review
shall be at the expense of NDPS and/or GPI Canada, unless such review reveals
that the Bank has overcharged NDPS or GPI Canada, in which case, NDPS and/or GPI
Canada shall be reimbursed for the costs and expenses they incurred in
connection with such review.

11.4              INDEPENDENT CONTRACTOR. Each party to this Agreement intends
that the Bank shall operate as, and be considered, an independent contractor in
providing the Transition Services. All personnel performing Transition Services
for or on behalf of the Bank shall be agents or employees of the Bank, and shall
not for any purpose be considered agents or employees of NDPS or GPI Canada and
shall not be entitled to any benefit or payment directly from NDPS or GPI Canada
on account of such Transition Service. Nothing contained in this Agreement shall
be construed as constituting a partnership or joint venture between NDPS, GPI

<PAGE>
 
                                      -18-

Canada and the Bank and each party hereto specifically disclaims any liability
for the conduct, performance of services or failure to act of the other parties
hereto. None of the parties to this Agreement shall represent or hold itself out
as a partner, joint venturer, or agent of another party hereto for any purpose
whatsoever and nor shall any party to this Agreement have the right to bind
another party hereto to any agreement with a third party or to incur any
obligation or liability on behalf of another party.

11.5              ENTIRE AGREEMENT; AMENDMENT. This Agreement including the
Schedules hereto, contains the entire agreement among the parties to this
Agreement pertaining to the matters contemplated in this Agreement and there are
no further or other agreements or understandings, written or oral, in effect
between the parties relating to the subject matter of this Agreement, except as
may be specifically provided in one of the Operative Documents. No amendment,
modification or alteration of the terms or provisions of this Agreement shall be
binding unless the same shall be in writing and duly executed by the authorized
representatives of each of the parties hereto.

11.6              SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. In such an event, the parties shall use good faith efforts to
re-negotiate any such provision in an effort to retain the spirit and intent of
the original provision.

11.7              FURTHER ASSURANCES. The parties hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as the other parties to this Agreement may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement.

11.8              SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall enure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement and all rights, privileges,
duties and obligations of the parties hereto may not be assigned by any party
without the prior written consent of the other parties; provided, however, that
no such consent shall be required (i) for the assignment by any party of its
rights and privileges hereunder to an Affiliate of a party, or (ii) for the
assignment by any party of its rights, privileges, duties and obligations
hereunder to any Person into or with which the assigning party shall merge or
consolidate or to which the assigning party shall sell all or substantially all
of its assets. The consent of a party to an assignment by the other parties
shall not (i) relieve that party of any of its obligations under this Agreement;
or (ii) constitute the other parties' consent to further assignment.

11.9              MODIFICATION AND WAIVER. No failure by the Bank, GPI Canada or
NDPS to exercise, and no delay in exercising any right under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under this Agreement preclude any other or further exercise thereof or
the exercise of any other right. No waiver of any provision of

<PAGE>
 
                                      -19-

this Agreement, and no consent to any departure by the Bank, GPI Canada or
NDPS herefrom, shall be effective unless the same shall be in writing and signed
by each party to this Agreement sought to be bound thereby, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which it was given.

11.10             NOTICES. Any notice, request, instruction or other document to
be given hereunder by any party to this Agreement to any other party hereto
shall be in writing and delivered to the following names and addresses:

                  if to the Bank, to:

                  Canadian Imperial Bank of Commerce
                  c/o CIBC World Markets Inc.
                  161 Bay Street
                  BCE Place, 7th Floor
                  Toronto, Ontario  M5J 2J8

                  Attention:        Executive Vice President,
                                    Card Products, Collections and Merchant Card
                                    Services
                  Facsimile No.:    (416) 784-6868

                  with a copy to:

                  Canadian Imperial Bank of Commerce
                  Legal and Compliance Division
                  199 Bay Street, 15th Floor
                  Commerce Court West
                  Toronto, Ontario  M5L 1A2

                  Attention:        General Counsel
                  Facsimile No.:    (416) 304-2860

                  and to:

                  Blake, Cassels & Graydon LLP
                  199 Bay Street, 28th Floor
                  Commerce Court West
                  Toronto, Ontario  M5L 1A9

                  Attention:        Managing Partner
                  Facsimile No:     (416) 863-2653

                  If to NDPS, Global Payments or GPI Canada, to:

                  Global Payments Inc.
                  Four Corporate Square

<PAGE>
 
                                      -20-

                  Atlanta, Georgia 30329-2010
                  Attention:  Office of the Corporate Secretary

The persons or addresses to which mailings or deliveries shall be made may be
changed from time to time by notice given pursuant to the provisions of this
Section 11.10. Any notice, demand or other communication given pursuant to the
provisions of this Section 11.10 shall be deemed to have been duly given on the
date actually delivered or five days following the date deposited in the mail,
properly addressed, postage prepaid, as the case may be.

11.11             GOVERNING LAW; INTERPRETATION.

           (1)    This Agreement shall be governed by, and construed in
                  accordance with, the laws of the Province of Ontario and the
                  laws of Canada applicable therein without giving effect to the
                  principles of conflicts of law thereof.

           (2)    Each party hereto represents that, in the negotiation and
                  drafting of this Agreement, such party has been represented by
                  and relied upon the advice of counsel of such party's choice.
                  Each such party affirms that such party's counsel has had a
                  substantial role in the drafting and negotiation of this
                  Agreement. Therefore, each such party agrees that the rule of
                  construction to the effect that any ambiguities are to be
                  resolved against the drafting party shall not be employed in
                  the interpretation of this Agreement or any related document.

11.12             CONSENT TO JURISDICTION. Except as otherwise specifically
provided in this Agreement:

           (1)    Each of the parties hereto hereby submits to the exclusive
                  jurisdiction of the courts of the Province of Ontario and the
                  federal courts of Canada, in the case of any action, suit or
                  proceeding commenced with respect to a dispute by any of them
                  or any Affiliate or shareholder of any of them. Waiving the
                  right to any other jurisdiction by reason of their present or
                  future domicile.

           (2)    The parties hereto agree that, after any dispute is before a
                  court as specified in paragraph (1) of this Section 11.12 and
                  during the pendency of such dispute before such court, all
                  actions, suits or proceedings with respect to such dispute or
                  any other dispute, including without limitation, any
                  counterclaim, cross-claim or interpleader, shall be subject to
                  the exclusive jurisdiction of such court.

           (3)    Each of the parties hereto hereby waives, and agrees not to
                  assert, as a defense in any action, suit or proceeding
                  referred to in paragraph (1) or (2) of this Section 11.12,
                  that it is not subject thereto or that such action, suit or
                  proceeding may not be brought or is no maintainable in such
                  court (for lack of personal jurisdiction or otherwise) or that
                  its property is exempt or immune from execution, that the
                  action, suit or proceeding is brought in an inconvenient forum
                  or that the venue of the action, suit or proceeding is
                  improper. Each of the parties hereto agrees that service of
                  process in any such action, suit or proceeding shall be deemed
                  in every 

<PAGE>
 
                                      -21-

                  respect effective service of process upon it if personally
                  served upon the applicable party at the address for notice
                  purposes designated pursuant to Section 11.10.

11.13             THIRD-PARTY BENEFICIARIES. None of the parties to this
Agreement intends this Agreement to benefit or create any right or cause of
action in or on behalf of any Person other than the Bank, GPI Canada and NDPS
and permitted successors and assigns.

11.14             TIME OF ESSENCE. Time shall be of the essence in this
Agreement in all respects.

11.15             COUNTERPARTS. This Agreement may be executed by the parties
hereto in any number of counterparts, each of which, when executed, shall be
deemed to be an original and all of which together shall constitute one and the
same document.

<PAGE>
 
                                      -22-

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered on the day and year first above
written.



                                          CANADIAN IMPERIAL BANK OF COMMERCE

                                       By: /s/ Christine Croucher
                                          --------------------------------------
                                          Name: Christine Croucher
                                          Title:


                                       By: /s/ David A. Caldwell
                                          --------------------------------------
                                          Name: David A. Caldwell
                                          Title:

National Data Payment Systems, Inc. hereby executes this Agreement as a party
hereto and hereby guarantees the obligations of Global Payments Canada Inc.
hereunder.

                                          NATIONAL DATA PAYMENT SYSTEMS, INC.

                                       By: /s/ Suellyn P. Tornay
                                          --------------------------------------
                                          Name:    Suellyn P. Tornay
                                          Title:   General Counsel

                                          GLOBAL PAYMENTS CANADA INC.

                                       By: /s/ Suellyn P. Tornay
                                          --------------------------------------
                                          Name:    Suellyn P. Tornay
                                          Title:   General Counsel

<PAGE>
 
                                      -23-


The obligations of National Data Payment Systems, Inc. and/or Global Payments
Canada Inc. hereunder are hereby guaranteed by GLOBAL PAYMENTS INC.

                                           GLOBAL PAYMENTS INC.

                                       By: /s/ Paul R. Garcia
                                           -------------------------------------
                                           Name:    Paul R. Garcia
                                           Title:   Chief Executive Officer

<PAGE>
 
                                  SCHEDULE 2.1

                               TRANSITION SERVICES

TRANSITION SERVICE

1.     Merchant Loss Prevention

2.     Dispatch Services

3.     Help Desk Services

4.     Merchant Debit Operations

5.     Management Information Systems

6.     Point of Sale System Support

7.     Project Installation

8.     Merchant Training

9.     Operations Administration

10.    MOPD

11.    PERC

12.    Voice Authorization Services

13.    Chargebacks/Retrievals

14.    Settlement Accounting

15.    INTENTIONALLY DELETED

16.    INTENTIONALLY DELETED

17.    Support for AS400

18.    Such services ("INTRIA TRANSITION SERVICES") as are provided to the Bank
immediately prior to Closing by Intria-HP Corporation and Intria Items Inc. in
connection with the Merchant Business.

<PAGE>
 
                                  SCHEDULE 2.2

                                 SERVICE LEVELS

See attached.

<PAGE>
 

<TABLE>
<CAPTION>

* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
---------------------------------------------------------------------------------------------------------------------
  FUNCTIONAL   RESPONSIBILITY        FUNCTION                   PEACH                                 RESPONSIBILITY 
     AREA
---------------------------------------------------------------------------------------------------------------------
<S>             <C>                                  <C>                        <C>                 <C>              
               PARTY                                 PERFORMANCE GOAL             COMMENTS/          PARTY           
                                                                                  CONDITIONS
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Demand Deposit        N/A                                             CIBC            
                               Account Set-Up                                                                        
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Deposit Account                                                       CIBC            
                               Rejects                                                                               
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Merchant Deposits     a)  Post on-us transactions                     CIBC            
                                                     next day 95% of time
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Merchant Deposits     b)  Present foregoing DDA                       CIBC            
                                                     deposits to CPA for                                             
                                                     clearing on day of receipt                                      
                                                     95% of time                                                     
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Returned Items (NSF)  N/A                                             CIBC            
                                                                                                                     
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Settlement Account    N/A                                             CIBC            
                               Statement Copies                                                                      
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Unposted deposit      N/A                                             CIBC            
                               transactions                                                                          
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            DDA Debits            N/A                                             CIBC            
                                                                                                                     
                                                                                                                     
                                                                                                                     
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Account Processing    New applications including   Requires complete  CIBC            
                                                     credit review completed      and correct                        
                                                     within 3 business days of    application                        
                                                     receipt on average           packages                           
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Chargebacks           NDPS will resolve 96% of                        CIBC            
                                                     chargebacks within time                                         
                                                     limits determined by card
                                                     associations
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Chargebacks           Fax server items indexed                        CIBC            
                                                     within 48 hours
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Chargebacks           CB's resolved within 35 days                    CIBC            
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Chargebacks           Rebuttals resolved within                       CIBC            
                                                     10 days
</TABLE>



* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
--------------------------------------------------------------------------
  FUNCTIONAL                MCS
     AREA
--------------------------------------------------------------------------
                      PERFORMANCE GOAL            COMMENTS/CONDITIONS
             
--------------------------------------------------------------------------

--------------------------------------------------------------------------
Settlement    Merchant deals directly with CIBC branch CIBC to set-up
              within 48 hours 90% of time
--------------------------------------------------------------------------
Settlement    VISA centre to notify MCS or NDPS within 2 business days
              95% of time
--------------------------------------------------------------------------
Settlement    a)  Post on-us transactions next day 95% of time
             
--------------------------------------------------------------------------
Settlement    b)  Present foregoing DDA        All merchant deposits to
              deposits to CPA for clearing on  CIBC DDA's same day /
              day of receipt 95% of time       Push Funds to other FI's
                                               next day.
--------------------------------------------------------------------------
Settlement    VISA centre to notify MCS or NDPS within 2 business days
              95% of time
--------------------------------------------------------------------------
Settlement    CIBC Branch function with 95% of rejects sent to MCS or
              NDPS within 5 business days
--------------------------------------------------------------------------
Settlement    VISA centre to notify MCS or NDPS within 2 business days
              95% of time
--------------------------------------------------------------------------
Settlement    Support documentation will be    Proof and verification
              sent to merchant by 3rd          required on Letter
              business day of debit to DDA     Adjustments
              account to be performed by CIBC
--------------------------------------------------------------------------
Operations    New applications including       Requires complete and
              credit review completed within   correct application
              3 business days of receipt on    packages
              average
--------------------------------------------------------------------------
Operations    CIBC will resolve 96% of chargebacks within time limits
              determined by card associations
             
             
--------------------------------------------------------------------------
Operations    Fax server items indexed within 48 hours
             
--------------------------------------------------------------------------
Operations    CB's resolved within 35 days
--------------------------------------------------------------------------
Operations    Rebuttals resolved within 10 days

<PAGE>
 
                                      -2-

<TABLE>
<CAPTION>

* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
---------------------------------------------------------------------------------------------------------------------
  FUNCTIONAL   RESPONSIBILITY        FUNCTION                   PEACH                                 RESPONSIBILITY 
     AREA
---------------------------------------------------------------------------------------------------------------------
<S>             <C>                                  <C>                        <C>                 <C>              
               PARTY                                 PERFORMANCE GOAL             COMMENTS/          PARTY           
                                                                                  CONDITIONS
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Chargebacks           95% Escalated calls                             CIBC            
                                                     returned within 48 hours                                        
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Contact Centres       Telephone Service Factor                        CIBC            
                               (Technical /          (TSF) 80%                                                       
                               Customer service)**                                                                   
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Contact Centres       Average Speed of Answer                         CIBC            
                               (Technical /          (ASA) 25 seconds                                                
                               Customer service)**                                                                   
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Contact Centres       Abandonment Rate - 5%                           CIBC            
                               (Technical /                                                                          
                               Customer service)**                                                                   
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Contact Centres       Telephone Blockage - less                       CIBC            
                               (Technical/Customer   than 1%                                                         
                               service)**                                                                            
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Decline Letters       Will be mailed to designee                      CIBC            
                                                     at Bank within 3 business                                       
                                                     days of credit decision.
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Direct Payment        95% Double Debits corrected                     CIBC            
                                                     within 48 hours
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Direct Payment        95% 'Reversals posted                           CIBC            
                                                     within 48 hours
---------------------------------------------------------------------------------------------------------------------
Operations     NDSP & GPI                            90% of merchants to be       Assumes
               Canada                                setup on Masterfile and      availability of                    
                                                     kits mailed within 7         POS hardware from                  
                                                     business days of credit      vendors                            
                                                     decision
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS and GPI    Merchant Statement    Mailed within 8 business                        CIBC            
               Canada                                days after month-end                                            
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS and GPI    Merchant Supplies     95% sent within 1 business                      CIBC            
               Canada                                day of receipt of request
---------------------------------------------------------------------------------------------------------------------
Operations     NDPS and GPI    Merchant Training     New merchants contacted                         CIBC            
               Canada                                within 48 hours for                                             
                                                     scheduled training after
                                                     kit mailed.
</TABLE>


* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
------------------------------------------------------------------------------
  FUNCTIONAL                    MCS
     AREA
------------------------------------------------------------------------------
                          PERFORMANCE GOAL            COMMENTS/CONDITIONS
------------------------------------------------------------------------------
Operations        95% Escalated calls returned    This is for All Departments
                  within 48 hours
------------------------------------------------------------------------------
Operations        Telephone Service Factor (TSF)  This is the current CIBC
                  80%                             target (Rolling 12 month
                                                  actual to be provided)
------------------------------------------------------------------------------
Operations        Average Speed of Answer (ASA)   This is the current CIBC
                  25 seconds                      target (Rolling 12 month
                                                  actual to be provided)
------------------------------------------------------------------------------
Operations        Abandonment Rate - 5%           This is the current CIBC
                                                  target (Rolling 12 month
                                                  actual to be provided)
------------------------------------------------------------------------------
Operations        Telephone Blockage - less than  This is the current CIBC
                  1%                              target (rolling 12 month
                                                  actual to be provided)
------------------------------------------------------------------------------
Operations        Will be mailed to designee at Bank Branch or MCS
                  Representative within 3 business days of credit decision.
             
------------------------------------------------------------------------------
Operations        95% Double Debits corrected within 48 hours
             
------------------------------------------------------------------------------
Operations        95% 'Reversals posted within 48 hours
             
------------------------------------------------------------------------------
Operations        90% of merchants to be set up    Assumes availability of
                  on Masterfile and kits mailed    POS hardware from vendors
                  within 4 business days of
                  credit decision
             
------------------------------------------------------------------------------
Operations        Mailed 4th business day after    Schedule can be provided.
                  month end.
------------------------------------------------------------------------------
Operations        95% sent within 1 business day of receipt of request
             
------------------------------------------------------------------------------
Operations        New merchants contacted within 48 hours for scheduled
                  training after kit mailed.
------------------------------------------------------------------------------

<PAGE>
 

<TABLE>
<CAPTION>
                                      -3-

* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
---------------------------------------------------------------------------------------------------------------------
  FUNCTIONAL   RESPONSIBILITY        FUNCTION                   PEACH                                 RESPONSIBILITY 
     AREA
--------------------------------------------------------------------------------------------------------------------
<S>             <C>                                  <C>                        <C>                 <C>              
               PARTY                                 PERFORMANCE GOAL             COMMENTS/          PARTY           
                                                                                  CONDITIONS
--------------------------------------------------------------------------------------------------------------------
Operations     GPI Canada      Replacement POS       Various response levels (Is                     CIBC           
                               Terminals             this the same as "EQUIPMENT                                    
                                                     REPLACEMENT".                                                  
--------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Research              Initial response, but not                       CIBC           
                                                     necessarily resolution,                                        
                                                     completed 95% within 7                                         
                                                     business days or per agreed
                                                     upon completion date
--------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Retrieval Processing  a)  Copy requests will be                       CIBC           
                                                     mailed to merchants within                                     
                                                     5 days of receipt
--------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Retrieval Processing  b)  Retrievals fulfilled by                     CIBC           
                                                     merchants will be forwarded                                    
                                                     to card issuers within 3
                                                     business days of receipt
--------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Voice                 Telephone Service Factor                        CIBC           
                               Authorizations**      (TSF) 80%                                                      
                                                                                                                    
                                                                                                                    
                                                                                                                    
--------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Voice                 Average Speed of Answer                         CIBC           
                               Authorizations**      (ASA) 18 seconds                                               
                                                                                                                    
                                                                                                                    
                                                                                                                    
--------------------------------------------------------------------------------------------------------------------
Operations     NDPS            Voice                 Abandonment Rate - 4.5%                         CIBC           
                               Authorizations**                                                                     
                                                                                                                    
                                                                                                                    
                                                                                                                    
--------------------------------------------------------------------------------------------------------------------
Sales          NDPS            Referrals             Attempt to contact merchant                     CIBC           
                                                     will be within 48 hours of                                     
                                                     NDPS notification
--------------------------------------------------------------------------------------------------------------------
</TABLE>



* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
------------------------------------------------------------------------------
  FUNCTIONAL                    MCS
     AREA
------------------------------------------------------------------------------
                          PERFORMANCE GOAL            COMMENTS/CONDITIONS
------------------------------------------------------------------------------
Operations        Various response levels (Is      Various zones are
                  this the same as "EQUIPMENT      available dependent on
                  REPLACEMENT".                    location and relationship.
------------------------------------------------------------------------------
Operations        Initial response, but not necessarily resolution,
                  completed 95% within 7 business days or per agreed upon
                  completion date
              
              
------------------------------------------------------------------------------
Operations        a)  Copy requests will be mailed to merchants within 5
                  days of receipt
              
------------------------------------------------------------------------------
Operations        b)  Retrievals fulfilled by merchants will be forwarded to
                  card issuers within 3 business days of receipt
              
              
------------------------------------------------------------------------------
Operations        Telephone Service Factor (TSF)   This is the current CIBC
                  80%                              target.  The dept. is
                                                   working towards 90 / 10.
                                                   (Rolling 12 month actual
                                                   to be provided)
------------------------------------------------------------------------------
Operations        Average Speed of Answer (ASA)    This is the current CIBC
                  20 seconds                       target.  The dept. is
                                                   working towards 90 / 10.
                                                   (Rolling 12 month actual
                                                   to be provided)
------------------------------------------------------------------------------
Operations        Abandonment Rate - 5%            This is the current CIBC
                                                   target.  The dept. is
                                                   working towards 90 / 10.
                                                   (Rolling 12 month actual
                                                   to be provided)
------------------------------------------------------------------------------
Sales             Attempt to contact merchant will be within 48 hours of
                  CIBC or MCA notification
              
------------------------------------------------------------------------------

<PAGE>
 
                                      -4-

<TABLE>
<CAPTION>
* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
---------------------------------------------------------------------------------------------------------------------
  FUNCTIONAL   RESPONSIBILITY        FUNCTION        PEACH                                           RESPONSIBILITY 
     AREA
---------------------------------------------------------------------------------------------------------------------
<S>             <C>                                  <C>                        <C>                 <C>              
               PARTY                                 PERFORMANCE GOAL             COMMENTS/          PARTY           
                                                                                  CONDITIONS
---------------------------------------------------------------------------------------------------------------------
Technology/    NDPS            EDC                   100% availability on the     Excludes funding   CIBC       
Intria                                               2nd business day             delays caused by              
                                                                                  third parties.                
---------------------------------------------------------------------------------------------------------------------
Technology/    NDPS            Network Services      Circuits with dial back      92.50%             CIBC       
Intria                                               capabilities should be
                                                     restored within 5 minutes
---------------------------------------------------------------------------------------------------------------------
Technology/    NDPS            Network Services      Circuits without dial back   92.50%             CIBC       
Intria                                               up should be restored
                                                     within four hours
---------------------------------------------------------------------------------------------------------------------
Technology/    NDPS            Network Services      Dial 950                     92.50%             CIBC       
Intria
---------------------------------------------------------------------------------------------------------------------
Technology/    NDPS            Network Services      Lease (private)              99.20%             CIBC       
Intria
---------------------------------------------------------------------------------------------------------------------
Settlement     NDPS            Account Processing    N/A                          Excludes funding   CIBC       
                                                                                  delays caused by              
                                                                                  third parties.
---------------------------------------------------------------------------------------------------------------------
Technology /   NDPS            Tandem / Unisys /     98.8% availability (this     Excludes downtime  CIBC       
Intria                         Stratus               includes scheduled           at card                       
                                                     maintenance                  associations
---------------------------------------------------------------------------------------------------------------------
Various departments at NDPS    Reports               For standard monthly                            CIBC       
                                                     reports, NDPS will provide                                 
                                                     to Bank within ten (15)                                    
                                                     days of the date such                                      
                                                     reports are issued by                                      
                                                     NDPS.  With respect to                                     
                                                     non-standard reports which                                 
                                                     NDPS has agreed to provide,                                
                                                     then NDPS will provide such                                
                                                     report on the mutually
                                                     agreed upon date
---------------------------------------------------------------------------------------------------------------------
Various departments at NDPS    Research              Completed research 90% of                       CIBC       
                                                     time within 7 days; 99.8%                                  
                                                     within 20 days
---------------------------------------------------------------------------------------------------------------------
</TABLE>


* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
------------------------------------------------------------------------------
  FUNCTIONAL                    MCS
     AREA
------------------------------------------------------------------------------
                          PERFORMANCE GOAL            COMMENTS/CONDITIONS
------------------------------------------------------------------------------
Technology/        Same day value                   Funds are deposited next
Intria                                              day and back dated to
                                                    same day value
-------------------------------------------------------------------------------
Technology/        Local hunt groups are
Intria             forwarded to 800 service
-------------------------------------------------------------------------------
Technology/        Not Applicable
Intria        
-------------------------------------------------------------------------------
Technology/        Not Applicable
Intria
-------------------------------------------------------------------------------
Technology/        25.00%
Intria
-------------------------------------------------------------------------------
Settlement         100% availability day of Bank    Funds are available upon
                   receipt                          deposit.
-------------------------------------------------------------------------------
Technology /       98.8% availability (this         Excludes downtime of card
Intria             includes scheduled maintenance   associations.
-------------------------------------------------------------------------------
Various            For standard monthly reports,    THIS SHOULD BE CONFIRMED
departments at     CIBC will provide to NDPS        AS OTHER DEPARTMENTS MAY
NDPS               within 15 days of the date such  BE INCLUDED (FINANCE ETC.)
                   reports are issued by CIBC.
                   With respect to non-standard
                   reports which CIBC has agreed
                   to provide, then CIBC will
                   provide such report on the
                   mutually agreed upon date
-------------------------------------------------------------------------------
Various            Completed research 90% of time within 7 days; 99.8% within
departments at     20 days
NDPS
-------------------------------------------------------------------------------

<PAGE>
 
                                      -5-

<TABLE>
<CAPTION>
* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
--------------------------------------------------------------------------------------------------------------------
  FUNCTIONAL   RESPONSIBILITY        FUNCTION        PEACH                                           RESPONSIBILITY 
     AREA
--------------------------------------------------------------------------------------------------------------------
<S>             <C>                                  <C>                        <C>                 <C>              
               PARTY                                 PERFORMANCE GOAL             COMMENTS/          PARTY           
                                                                                  CONDITIONS
--------------------------------------------------------------------------------------------------------------------
Various departments at NDPS    Standard Monthly      Twelve days from date of                        CIBC           
                               Reports               issue by NDPS                                                  
--------------------------------------------------------------------------------------------------------------------
DEPOSIT & SETTLEMENT PROCESS   Note:  Should the                                                     CIBC           
                               platform or billing                                                                  
                               systems change then                                                                  
                               the process will
                               need to be adjusted
                               accordingly to
                               enhance these time
                               requirements are met.
--------------------------------------------------------------------------------------------------------------------
               NDPS            Credit                NDPS shall accept Credit     (Day 1) Before     CIBC           
                                                     Card Transactions from       12am local / 11pm                 
                                                     Merchants in electronic      B.C.                              
                                                     form and shall transmit to
                                                     the bank summary
                                                     information of the amounts
                                                     to be posted to merchant
                                                     depository accounts.
--------------------------------------------------------------------------------------------------------------------
               NDPS            Credit                                                                CIBC           
--------------------------------------------------------------------------------------------------------------------
               NDPS            Debit                 NDPS shall accept Debit      (Day 1) Before     CIBC           
                                                     Card Transactions from       12am local / 11pm                 
                                                     Merchants in electronic      B.C.                              
                                                     form and shall transmit to
                                                     the bank summary
                                                     information of the amounts
                                                     to be posted to merchant
                                                     depository accounts.
--------------------------------------------------------------------------------------------------------------------
               NDPS            Debit                                                                 CIBC           
--------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
-------------------------------------------------------------------------------------------------
  FUNCTIONAL                                      MCS
     AREA
-------------------------------------------------------------------------------------------------
                                              PERFORMANCE GOAL            COMMENTS/CONDITIONS
-------------------------------------------------------------------------------------------------
<S>                                  <C>                              <C>                       
Various departments at NDPS          Twelve days from date of issue   THIS SHOULD BE CONFIRMED
                                     by CIBC                          AS OTHER DEPARTMENTS MAY
                                                                      BE INCLUDED (FINANCE ETC.)
-------------------------------------------------------------------------------------------------
DEPOSIT & SETTLEMENT PROCESS         THIS IS A HIGH LEVEL ACCOUNT OF THE DEPOSIT & SETTLEMENT
                                     TIMELINES.  THERE IS CONSIDERABLY MORE DETAIL INVOLVED IN
                                     THE ACTUAL PROCESS TO ACHIEVE THESE TIMELINES.
-------------------------------------------------------------------------------------------------
               NDPS                  The Bank agrees to credit the    (Day 2)  Deposited by 7am
                                     Merchant Depository Accounts     following business day
                                     maintained with it.
-------------------------------------------------------------------------------------------------
               NDPS                  Upon receipt of information the  (Day 3)  VISA Base 2
                                     bank shall originate and         settlement 23:30 Monday -
                                     transmit to the applicable       Friday (business day)
                                     Association Clearing System
-------------------------------------------------------------------------------------------------
               NDPS                  The Bank agrees to credit the    (Day 2)  Deposited by 7am
                                     Merchant Depository Accounts     following business day
                                     maintained with it.
-------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
 
                                      -6-

<TABLE>
<CAPTION>
* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
--------------------------------------------------------------------------------------------------------------------
  FUNCTIONAL   RESPONSIBILITY        FUNCTION        PEACH                                           RESPONSIBILITY 
     AREA
--------------------------------------------------------------------------------------------------------------------
<S>             <C>                                  <C>                        <C>                 <C>              
               PARTY                                 PERFORMANCE GOAL             COMMENTS/          PARTY           
                                                                                  CONDITIONS
--------------------------------------------------------------------------------------------------------------------
               NDPS               Debit                                                              CIBC
--------------------------------------------------------------------------------------------------------------------
                                  Merchant's EDGE    NDPS shall accept Credit     (Day 1) Before     CIBC
                                                     Card Transactions from       12am local/
                                                     Merchants in electronic      11 pm B.C.
                                                     form and shall transmit to
                                                     the bank summary 
                                                     information of the amounts
                                                     to be posted to merchant
                                                     depository accounts.

--------------------------------------------------------------------------------------------------------------------
                                  Merchant's EDGE                                                    CIBC
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
* ALL PERFORMANCE STANDARDS SHALL BE MEASURED ON A MONTHLY AVERAGE.
-----------------------------------------------------------------------------------------------------
<S>                                     <C>                             <C>
  FUNCTIONAL                                      MCS
     AREA
-----------------------------------------------------------------------------------------------------
                                              PERFORMANCE GOAL            COMMENTS/CONDITIONS
-----------------------------------------------------------------------------------------------------
                                        Upon receipt of information       (Day 2) Association cut-
                                        the bank shall originate and      off for transactions - 9:30
                                        transmit to the applicable        pm Eastern Monday - Friday
                                        Association Clearing System       Association settlement -
                                                                          12:00am (via ACSS)
                                                                          Monday - Friday
-----------------------------------------------------------------------------------------------------
                                        The Bank agrees to credit the     (Day 2) Deposited by
                                        Merchant Depository Accounts      7am following business
                                        maintained with it.               day.
-----------------------------------------------------------------------------------------------------
                                        Upon receipt of information the   (Day 2) Files are
                                        bank shall originate and          forwarded by 10:00am
                                        to the appropriate EDGE
                                        partner for settlement.
-----------------------------------------------------------------------------------------------------
</TABLE>


OTHER ITEMS:

1) CIBC STAFFS ALL CALL CENTRES TO MEET CANADIAN LANGUAGE REQUIREMENTS - ENGLISH
/ FRENCH & CANTONESE (CANTONESE LESS CRITICAL). OPERATIONS CALL CENTRE AND VOICE
AUTHORIZATIONS TARGETS ARE ESTABLISHED AS PUBLISHED ABOVE FOR BOTH FRENCH AND 
ENGLISH.
2) BUSINESS RECOVERY
3) NATIONAL COVERAGE OF CIBC BRANCH NETWORK OR SERVICE AREA

<PAGE>
 
                                  SCHEDULE 3.1

                                      FEES

                  The parties agree that the Transition Services shall be
calculated and paid for on a service-by-service basis, in accordance with the
terms and conditions of this Schedule. In addition, certain other charges and
expenses payable by NDPS shall be calculated and paid in accordance with this
Schedule. The parties acknowledge that the provisions of Article 3 of the
Transition Agreement shall apply to all amounts payable by NDPS pursuant to this
Schedule and that the rights of NDPS under section 11.3 of the Transition
Agreement extend to the calculation of all such amounts. Notwithstanding
anything to the contrary, the parties acknowledge and agree that, other than in
respect of the Intria Transition Services, the Bank shall not pass through any
depreciation charges to NDPS.

        1, 2   MERCHANT LOSS PREVENTION, DISPATCH, DEBIT OPERATIONS,
        AND    MANAGEMENT INFORMATION SYSTEMS, POS SYSTEM  SUPPORT, PROJECT
        4-10   INSTALLATION, MERCHANT TRAINING, OPERATIONS ADMINISTRATION AND 
               MOPD SERVICES.

                  (a)      For each month that the Bank provides Merchant Loss
                           Prevention services, Dispatch services, Debit
                           Operations services, Management Information Systems
                           services, POS System Support services, Project
                           Installation services, Merchant Training services,
                           Operations Administration services or MOPD services
                           (collectively, the "TRANSITION SUPPORT SERVICES" and
                           individually, a "TRANSITION SUPPORT SERVICE") to
                           NDPS, the Bank shall calculate the actual expenses
                           incurred and subtract such amount from the "cap" for
                           such month, If:

                           (i)      the difference is positive,

                                    (1)     the amount payable by NDPS shall be
                                            the actual expenses for such month,
                                            and

                                    (2)     the cap for the immediately
                                            following month shall be increased
                                            by the amount of the difference;

                           (ii)     if the difference is zero, the amount
                                    payable by NDPS shall be actual expenses for
                                    such month; and

                           (iii)    if the difference is negative, the amount
                                    payable by NDPS shall, subject to paragraph
                                    (c), be the cap for such month and the
                                    absolute amount of the difference shall be
                                    added to the actual expenses incurred in the
                                    immediately following month.

                  (b)      For purposes of this section,

<PAGE>
 
                           (i)      references to the "cap" for any month shall
                                    be to the aggregate of the caps for such
                                    month for each Transition Support Service
                                    that the Bank provided to NDPS during such
                                    month as specified in Schedules 3.1(1),
                                    3.1(2), 3.1(4), 3.1(5), 3.1(6), 3.1(7),
                                    3.1(8), 3.1(9) and 3.1(10), as the same may
                                    be adjusted in accordance with this section,
                                    and

                           (ii)     references to the actual expenses incurred
                                    in a month shall be to the actual expenses
                                    incurred by the Bank in providing the
                                    Transition Support Services in such month
                                    determined and charged in accordance with
                                    past practice of the Bank, as the same may
                                    be adjusted in accordance with this section.

                  (c)      Despite clause (a)(iii), any of the following third
                           party costs shall be paid by NDPS and/or GPI Canada:

                           (i)      computer costs resulting from agreements
                                    with third parties in existence immediately
                                    prior to the commencement of the Transition
                                    Period (other than additional costs that,
                                    but for the entering into of the Marketing
                                    Alliance Agreement and the Transition
                                    Agreement, would not have been incurred) and
                                    any computer costs arising under any other
                                    agreements the execution of which has been
                                    approved by NDPS and/or GPI Canada;

                           (ii)     telephone charges that are incurred directly
                                    by the Bank in the performance of the
                                    Transition Support Services; and

                           (iii)    "outside services" resulting from agreements
                                    with third parties in existence immediately
                                    prior to the commencement of the Transition
                                    Period (other than additional costs that,
                                    but for the entering into of the Marketing
                                    Alliance Agreement and the Transition
                                    Agreement, would not have been incurred) and
                                    from any other agreements the execution of
                                    which has been approved by NDPS and/or GPI
                                    Canada.

                  (d)      Upon termination of the provision of the last
                           remaining Transition Support Service at the end of
                           any month, the amount payable for such month shall be
                           calculated in the same manner as for any other month
                           and no further adjustment or payment shall be made or
                           payable for the amount, if any, by which the actual
                           expenses for such month exceed the cap for such
                           month.

                  (e)      Within 60 days of the end of each fiscal year of the
                           Bank, the total amount payable under paragraph (a) in
                           such year shall be adjusted to reflect any year-end
                           changes to the general expense allocations charged to
                           the Transition Support Services and paid by NDPS in
                           such year, such 

<PAGE>
 
                           adjustment to also incorporate appropriate changes to
                           reflect the termination of any Transition Support
                           Services in such year.

         3.       HELP DESK. In each month, NDPS shall pay an amount for Help
                  Desk services calculated as follows:

                  Amount payable = $50,345  x   THTx2  + C
                                               -------
                                               7.5 x B

                  where

                           THT  =   AHT  x  total number calls answered in the
                                    ----    month
                                    3600

                           B  =  the number of days in the month

                           AHT = the average "handle time" (duration) of a call
                           in the month, calculated in accordance with past
                           practice of the Bank.

                           C  =  The aggregate of the following expenses
                                 incurred by the Bank in providing the Help Desk
                                 Services:

                           (i)      computer costs resulting from agreements
                                    with third parties in existence immediately
                                    prior to the commencement of the Transition
                                    Period (other than additional costs that,
                                    but for the entering into of the Marketing
                                    Alliance Agreement and the Transition
                                    Agreement, would not have been incurred) and
                                    any computer costs arising under any other
                                    agreements the execution of which has been
                                    approved by NDPS and/or GPI Canada;

                           (ii)     telephone charges that are incurred directly
                                    by the Bank in the performance of the Help
                                    Desk Services; and

                           (iii)    "outside services" resulting from agreements
                                    with third parties in existence immediately
                                    prior to the commencement of the Transition
                                    Period (other than additional costs that,
                                    but for the entering into of the Marketing
                                    Alliance Agreement and the Transition
                                    Agreement, would not have been incurred) and
                                    from any other agreements the execution of
                                    which has been approved by NDPS and/or GPI
                                    Canada.

         11.      PERC.

                  (a)      In each month, NDPS shall pay an amount for "PERC"
                           services provided to NDPS equal to the cost to the
                           Bank of the full-time employees of the Bank dedicated
                           to the provision of such services.

<PAGE>
 
                  (b)      The Bank shall use Commercially Reasonable Efforts to
                           ensure the PERC services provided are commensurate
                           with the requirements of the Merchant Business. In
                           the event the Bank believes it is necessary to
                           increase the number of employees dedicated to PERC
                           services as a result of any request by an employee of
                           NDPS for services and that such increase will in turn
                           result in higher PERC Service costs to NDPS, the Bank
                           shall so notify the Client Representative of NDPS and
                           shall not increase the number of employees dedicated
                           to PERC services or have any obligation to provide
                           the requested services until such time as the Client
                           Representative of NDPS, or his or her designate, has
                           provided the Bank with written instructions to do so.

                  (c)      The Bank agrees to follow Directions relating to the
                           number of PERC employees that are dedicated to
                           developing products that are not in existence as of
                           the date hereof or described in the annual plan of
                           the Merchant Business, and increase or decrease the
                           number of such employees accordingly.

                  (d)      NDPS (including its agents, representatives, or
                           professional advisors) shall have the right to
                           conduct a review on a monthly basis of the books and
                           records of the Bank relating to the PERC expense
                           allocation. In the event that NDPS believes that the
                           PERC expense allocation is inaccurate, CIBC shall
                           have an obligation to substantiate the PERC expense
                           allocation for the relevant month(s).

         12.      VOICE AUTHORIZATION. In each month, NDPS shall pay an amount
                  for Voice Authorization services calculated as follows:

                  Amount payable = $44,600  x   THTx2
                                               -------
                                               7.5 x B

                  where

                           THT  =   AHT  x  total number calls answered in
                                    ----    the month
                                    3600

                           B  =  the number of days in the month

                           AHT = the average "handle time" (duration) of a call
                           in the month, calculated in accordance with past
                           practices of the Bank

         13.      CHARGEBACK AND RETRIEVALS. In each month NDPS shall pay an
                  amount for Chargeback and Retrieval services provided to NDPS
                  equal to the cost to the Bank of the full-time employees of
                  the Bank dedicated to the provision of such services, provided
                  that for purposes of this section, NDPS agrees that it has
                  issued 

<PAGE>
 
                  a Direction to the Bank within the meaning of section 2.4 of
                  the Transition Agreement that the number of employees may not
                  exceed 28 without the prior approval of NDPS.

         14.      SETTLEMENT ACCOUNTING. In each month NDPS shall pay an amount
                  for Settlement Accounting services provided to NDPS equal to
                  the cost to the Bank of the full-time employees of the Bank
                  dedicated to the provision of such services, provided that for
                  purposes of this section, NDPS agrees that it has issued a
                  Direction to the Bank within the meaning of section 2.4 of the
                  Transition Agreement that the number of employees may not
                  exceed four without the prior approval of NDPS.

         15.      DC RENT

                  (a)      In each month NDPS shall pay an amount to compensate
                           the Bank for the occupancy costs for the space used
                           by the Transition Employees at 750 Lawrence Avenue
                           not to exceed the monthly costs allocated to the
                           Merchant Card Services division for such space in the
                           fiscal year ended October 31, 2000.

                  (b)      If a Transition Service is terminated in accordance
                           with the terms of the Transition Agreement, the
                           amount payable under paragraph (a) shall be reduced
                           in the same proportion that the number of full-time
                           Transition Employees employed in providing the
                           terminated service in the immediately preceding month
                           is of the total number of full-time Transition
                           Employees in such month.

         16.      DIRECT OVERHEAD.

                  (a)      Subject to paragraph (b), the Bank shall deliver an
                           invoice to NDPS for the amounts payable by NDPS to
                           the Bank in each month as compensation for Direct
                           Overhead Charges incurred in providing the Transition
                           Services equal to 1/12 of the annual amount set forth
                           in paragraph (b)(i);

                  (b)      Within 60 days of the end of each fiscal year of the
                           Bank, the total amount payable under paragraph (a) in
                           such year shall be determined and adjusted to reflect
                           any adjustments to the amounts allocated to the
                           Transition Services and paid by NDPS in such year,
                           provided that:

                           (i)      in no event shall the total amount payable
                                    by NDPS for Direct Overhead charges exceed
                                    $2.2 million on an annualized basis, and

                           (ii)     appropriate adjustments shall be made to
                                    reflect the termination of any Transition
                                    Services in such year, such adjustments to
                                    be effected in a manner consistent with the
                                    past practice of the Bank.

<PAGE>
 
         17.      SUPPORT FOR AS400.

                  (a)      Subject to paragraph (b), the Bank shall deliver an
                           invoice to NDPS for the amounts payable by NDPS to
                           the Bank in each month as compensation for AS400
                           Support services equal to 1/12 of the annual amount
                           set forth in paragraph (b);

                  (b)      The total amount payable by NDPS for AS400 Support
                           services under paragraph (a) shall not exceed
                           $165,000 in each 12-month period; provided that if
                           this service is terminated prior to the end of a
                           complete 12-month period, the $165,000 cap shall be
                           adjusted downward in the same proportion that the
                           period such service is provided is of 12 months, and
                           the parties shall make any required adjustments
                           within two months of the date of termination.

         18.      INTRIA SERVICES.

         The costs incurred and the amounts allocated in respect of the
         following Intria Transition Services shall be calculated in accordance
         with past practice of the Bank:

                  (a)      Systems Processing Variable Charges. In each month,
                           NDPS shall pay an amount to compensate the Bank for
                           the variable systems processing charges incurred in
                           providing the Intria Transition Services equal to the
                           costs actually incurred by the Bank.

                  (b)      Flat Charges

                           (i)      Subject to clause (ii), in each month NDPS
                                    shall pay an amount for the "flat charges"
                                    incurred by the Bank in providing the Intria
                                    Transition Services (including charges for
                                    circuits, land boards and routers) equal to
                                    the amounts charged to the Bank by Intria.

                           (ii)     The monthly amount payable under clause (i)
                                    shall not exceed $37,855 unless the costs
                                    resulting in such excess have been approved
                                    in advance by NDPS.

                  (c)      Tandem

                           (i)      Subject to clause (ii), in each month, NDPS
                                    shall pay an amount for the Tandem-related
                                    costs incurred by the Bank in providing the
                                    Intria Transition Services equal to the sum
                                    of the variable third party costs for the
                                    support of, and services associated with,
                                    the Tandem computers, including, but not
                                    limited to, hardware maintenance, software
                                    support and utilities, that are incurred by
                                    the Bank in such month plus the costs
                                    associated with hardware usage that are
                                    incurred by the Bank in such month.

<PAGE>
 
                           (ii)     In the event that the Tandem-related costs
                                    incurred by the Bank exceed $11.7 million on
                                    an annualized basis, the Bank shall provide
                                    NDPS with supporting evidence that such
                                    excess is as a result of an increase in the
                                    variable third party costs.

                  (d)      Letter Shop. In each month, NDPS shall pay an amount
                           for Letter Shop services equal to the costs incurred
                           by the Bank in providing such services.

                  (e)      Sales Drafts. In each month, NDPS shall pay an amount
                           for Sales Draft services equal to the costs incurred
                           by the Bank in providing such services.

                  (f)      Host Testing & Other. In each month, NDPS shall pay
                           an amount for Host Testing & Other services equal to
                           the costs incurred by the Bank in providing such
                           services.

                  (g)      Direct Overhead

                           (i)      Subject to clause (ii), the Bank shall
                                    deliver an invoice to NDPS for the amounts
                                    payable by NDPS to the Bank in each month as
                                    compensation for Direct Overhead Charges
                                    incurred in providing the Intria Transition
                                    Services equal to 1/12 of the annual amount
                                    set forth in paragraph (g)(ii)(1);

                           (ii)     Within 60 days of the end of each fiscal
                                    year of the Bank, the total amount payable
                                    under clause (i) in such year shall be
                                    determined and adjusted to reflect any
                                    adjustments to the amounts allocated to the
                                    Transition Services and paid by NDPS in such
                                    year, provided that

                                    (1)     in no event shall the total amount
                                            payable by NDPS for Direct Overhead
                                            charges exceed $1.2 million on an
                                            annualized basis, and

                                    (2)     appropriate adjustments shall be
                                            made to reflect the termination of
                                            any Transition Services in such
                                            year, such adjustments to be
                                            effected in a manner consistent with
                                            the past practice of the Bank.

<PAGE>
 
                                  SCHEDULE 4.1

                        CLIENT RELATIONS REPRESENTATIVES

Client Relations Representative of the Bank:  Donna Price

Client Relations Representative of NDPS and GPI Canada:  Jim Kelly

<PAGE>
 
                                  SCHEDULE 9.11

                           NEW THREE PARTY AGREEMENTS

1.       Agreement between First Data Merchant Services, Canadian Imperial Bank
         of Commerce and the Purchaser regarding the processing of certain key
         accounts.

2.       Agreement between Discover Financial Services, Inc., Canadian Imperial
         Bank of Commerce and the Purchaser in respect of terminal sharing
         services provided to mutual clients of Discover Financial Services,
         Inc., Canadian Imperial Bank of Commerce and the Purchaser.

3.       Agreement between JCB International Co., Ltd., Canadian Imperial Bank
         of Commerce and the Purchaser in respect of terminal sharing,
         authorization and draft capture services provided to mutual clients of
         JCB International Co., Ltd., Canadian Imperial Bank of Commerce and the
         Purchaser.

4.       Agreement between Eigen Development Limited, Canadian Imperial Bank of
         Commerce and the Purchaser regarding the provision of customized
         merchant processing solutions to certain Merchants.

5.       Agreement between Canadian Imperial Bank of Commerce, Nobil IT Canada
         Corp. and the Purchaser regarding the provision of payment gateway and
         data processing services to Merchants.

6.       Agreement between BCE Emergis Inc., Canadian Imperial Bank of Commerce
         and the Purchaser regarding the provision of processing services for
         certain credit cards, non-bank cards and other transactions to
         Merchants.

7.       Agreement between NCR Canada Ltd., Canadian Imperial Bank of Commerce
         and the Purchaser regarding the provision of credit authorization,
         draft capture and other processing services to certain Merchants.

8.       Agreement between First Tennessee Bank National Association, Canadian
         Imperial Bank of Commerce and the Purchaser regarding the provision of
         customized merchant processing solutions to certain Merchants.

9.       Agreement between Global Payment Systems Inc., National Data
         Corporation, Canadian Imperial Bank of Commerce and the Purchaser
         regarding the provision of customized merchant processing solutions to
         certain Merchants.

10.      All oral agreements with secondary acquirors to exchange information
         and to accept and switch the following cards or services for selected
         Merchants:

--------------------------------------------------------------------------------
CARD NAME/SERVICES NAME                           PAN          BIN
--------------------------------------------------------------------------------
Province of Nova Scotia                            10         001100
--------------------------------------------------------------------------------
New Brunswick Power                                10         001390
--------------------------------------------------------------------------------

<PAGE>
 
--------------------------------------------------------------------------------
CARD NAME/SERVICES NAME                           PAN          BIN
--------------------------------------------------------------------------------
Quebec Government                                  10         001400
--------------------------------------------------------------------------------
Ontario Government                                 10         001500
--------------------------------------------------------------------------------
Natural Resources                                  10         001504
--------------------------------------------------------------------------------
Soquip                                             10         005400
--------------------------------------------------------------------------------
Husky Oil                                          14         200000
--------------------------------------------------------------------------------
Husky Oil                                          14         210710
--------------------------------------------------------------------------------
Husky Oil                                          14         271760
--------------------------------------------------------------------------------
Husky Oil                                          14         280370
--------------------------------------------------------------------------------
Husky Oil                                          14         294340
--------------------------------------------------------------------------------
Nova Scotia Government                             10         300749
--------------------------------------------------------------------------------
Canadian National                                  16         308138
--------------------------------------------------------------------------------
Carte Capitale (Fleet Card)                        16         600502
--------------------------------------------------------------------------------
Corp Rate (Fleet Card)                             16         600504
--------------------------------------------------------------------------------
Hamilton Discount (Sunys Fuels)                    18       600525110
--------------------------------------------------------------------------------
Hamilton Discount (Wilson Fuels)                   18       600525135
--------------------------------------------------------------------------------
Province of Nova Scotia                            16         600749
--------------------------------------------------------------------------------
Triton Construction                                16         600801
--------------------------------------------------------------------------------
Alberta Government                                 16         600837
--------------------------------------------------------------------------------
Saskatchewan Power                                 16         600934
--------------------------------------------------------------------------------
Quebec Government                                  16         600938
--------------------------------------------------------------------------------
Ontario Hydro                                      16         600946
--------------------------------------------------------------------------------
Ontario Government (Issued by ARI)                 16         601021
--------------------------------------------------------------------------------
BC Hydro                                           16         601051
--------------------------------------------------------------------------------
Manitoba Fleet                                     16         601310
--------------------------------------------------------------------------------
Manitoba Hydro                                     16         601491
--------------------------------------------------------------------------------
ARI RCMP (Issued by ARI)                           16         601548
--------------------------------------------------------------------------------
CAA                                                17         601655
--------------------------------------------------------------------------------
Government of the Yukon                            16         603183
--------------------------------------------------------------------------------
Federal Government (Issued by ARI)                 16         608000
--------------------------------------------------------------------------------
CAA                                                16         620272
--------------------------------------------------------------------------------
CAA                                                16         620273
--------------------------------------------------------------------------------
CAA                                                16         620275
--------------------------------------------------------------------------------
CAA                                                16         620277
--------------------------------------------------------------------------------
CAA                                                16         620279
--------------------------------------------------------------------------------
CAA                                                16         620282
--------------------------------------------------------------------------------
CAA                                                16         620285
--------------------------------------------------------------------------------
CAA                                                16         620286
--------------------------------------------------------------------------------
CAA                                                16         620287
--------------------------------------------------------------------------------
CAA                                                16         620288
--------------------------------------------------------------------------------
CAA                                                16         620299
--------------------------------------------------------------------------------
Province of New Brunswick                          16         636017
--------------------------------------------------------------------------------
GE Capital                                         16         690000
--------------------------------------------------------------------------------
Ultracar (Ultramar)                                16         701880
--------------------------------------------------------------------------------
Ultramar Commercial                                16        70716733
--------------------------------------------------------------------------------
Mohawk (Husky Oil)                                 14         707610
--------------------------------------------------------------------------------
BML (Associate Fleet Card)                         16         707859
--------------------------------------------------------------------------------
GE Capital                                         16         707876
--------------------------------------------------------------------------------
Triathalon                                         16         707901
--------------------------------------------------------------------------------

<PAGE>
 
--------------------------------------------------------------------------------
CARD NAME/SERVICES NAME                           PAN          BIN
--------------------------------------------------------------------------------
Transportation                                     16         708008
--------------------------------------------------------------------------------
Ultracar                                           16         708010
--------------------------------------------------------------------------------
ARI (Fleet Company)                                16         708020
--------------------------------------------------------------------------------
Nova                                               16         708030
--------------------------------------------------------------------------------
Canadian Fracmaster                                16         708035
--------------------------------------------------------------------------------
Cgear                                              16         708145
--------------------------------------------------------------------------------
Haliburton Energy Services                         16         708149
--------------------------------------------------------------------------------
Flint Canada                                       16         708150
--------------------------------------------------------------------------------
Beta Well Service                                  16         708180
--------------------------------------------------------------------------------
CVA                                                16         708196
--------------------------------------------------------------------------------
Schlumberger of Canada                             16         708201
--------------------------------------------------------------------------------
Akita Drilling Ltd.                                16         708202
--------------------------------------------------------------------------------
Opsco '92                                          16         708208
--------------------------------------------------------------------------------
Cactus Drilling                                    16         708209
--------------------------------------------------------------------------------
Superior Propane                                   14         708213
--------------------------------------------------------------------------------
UPI                                                16         708219
--------------------------------------------------------------------------------
McGinnis Rathole Drilling Co.                      16         708232
--------------------------------------------------------------------------------
Highland/Conrad                                    16         708244
--------------------------------------------------------------------------------
Smith International                                16         708255
--------------------------------------------------------------------------------
Premium Oil                                        16         708295
--------------------------------------------------------------------------------
Essor                                              17         708359
--------------------------------------------------------------------------------
AT&T                                               16         708545
--------------------------------------------------------------------------------
Foss Fleet                                         16         709200
--------------------------------------------------------------------------------
Province of British Columbia                       16         721357
--------------------------------------------------------------------------------
Peterson Howell & Heather                          16         744003
--------------------------------------------------------------------------------
Telebec                                            16         891007
--------------------------------------------------------------------------------
BC Tel Advantage                                   16         891228
--------------------------------------------------------------------------------
Telus                                              16         891258
--------------------------------------------------------------------------------
Bell Canada-Quebec                                 16         891369
--------------------------------------------------------------------------------
Manitoba Telephone System                          16         891687
--------------------------------------------------------------------------------
Sask Tel                                           16         891727
--------------------------------------------------------------------------------
Bell Canada-Ontario                                16         891789
--------------------------------------------------------------------------------
Northwest Telephone                                16         891930
--------------------------------------------------------------------------------
Diners Club
--------------------------------------------------------------------------------
Danier Leather
--------------------------------------------------------------------------------
Discover Card
--------------------------------------------------------------------------------
Hamilton Discount
--------------------------------------------------------------------------------
JCB
--------------------------------------------------------------------------------
Rona
--------------------------------------------------------------------------------
Sears
--------------------------------------------------------------------------------
Sir Gas
--------------------------------------------------------------------------------
Sunnys
--------------------------------------------------------------------------------
Zellers
--------------------------------------------------------------------------------
Tele-Cheque
--------------------------------------------------------------------------------
Tele-credit
--------------------------------------------------------------------------------
Veri-cheque
--------------------------------------------------------------------------------
NPC
--------------------------------------------------------------------------------

<PAGE>
 
-------------------------------------------------------------------------------
CARD NAME/SERVICES NAME                           PAN          BIN
-------------------------------------------------------------------------------
SECONDARY ACQUIRORS
-------------------------------------------------------------------------------
Bank of Montreal (MasterCard)
-------------------------------------------------------------------------------
National Bank (MasterCard)
-------------------------------------------------------------------------------
Canada Trust (MasterCard) -portfolio 
acquired by First Data
-------------------------------------------------------------------------------
Alberta Treasury Branches (MasterCard)
-------------------------------------------------------------------------------
Credit Union Electronic Transaction Services
-------------------------------------------------------------------------------
American Express
-------------------------------------------------------------------------------
FTD
-------------------------------------------------------------------------------
SNS (now known as BCE Emergis)
-------------------------------------------------------------------------------
Global Payment Systems
-------------------------------------------------------------------------------
NCR
-------------------------------------------------------------------------------
Nabanco (now First Data)
-------------------------------------------------------------------------------



<PAGE>
 
                                                                    EXHIBIT 10.5

                            STOCK PURCHASE AGREEMENT

            This Stock Purchase Agreement (this "Agreement") is made as of
November 9, 2000 by and among Global Payments Inc., a Georgia corporation (the
"Company"), Canadian Imperial Bank of Commerce, a bank governed by the Bank Act
(Canada) (the "Investor"), and, acting as guarantor of the Company's obligations
hereunder, National Data Corporation, a Delaware corporation ("NDC").

            WHEREAS, the Company, through its wholly-owned subsidiary, National
Data Payment Systems, a New York corporation ("NDPS"), operates, among other
things, a Merchant Business (as defined in the Asset Purchase Agreement, dated
as of the date hereof, between NDPS and the Investor (the "Asset Purchase
Agreement")) pursuant to agreements between the Investor and certain Merchants
(as defined in the Asset Purchase Agreement);

            WHEREAS, the Investor desires to sell and transfer, and NDPS desires
to purchase and assume, certain assets and liabilities related to the Investor's
Merchant Business and to enter into certain other agreements in connection
therewith, all on the terms and subject to the conditions set forth in the Asset
Purchase Agreement; and

            WHEREAS, the Asset Purchase Agreement requires, as a condition to
closing, that
 the Company and the Investor enter into this Agreement.

            NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, the parties hereto agree as follows:

                                    SECTION 1

                                   DEFINITIONS

            1.1. DEFINITIONS. Unless otherwise defined herein, capitalized terms
used in this Agreement that are defined in the Asset Purchase Agreement shall
have the meanings given such terms in the Asset Purchase Agreement. The
following terms shall have the following meanings:

            "Closing" has the meaning set forth in Section 3.1.

            "Closing Date" has the meaning set forth in Section 3.1.

            "Common Stock" has the meaning set forth in Section 4.6(a).

            "Company Material Adverse Effect" means, for the purposes of this
      Agreement, a material adverse effect, singly or in the aggregate taking
      into account all representations containing a Company Material Adverse
      Effect qualifier, which could result in a loss of 20% or more in annual
      revenue, a 20% or more increase in expenses or a 20% or more

<PAGE>
 
                                                                               2



      reduction in the value of the assets of the Company from the revenue,
      expense and asset values, respectively, set forth on the financial
      statements of the Company for the twelve months ended May 31, 2000 (as set
      forth in the Form 10 Filing) or that would otherwise be reasonably
      expected to result in a material limitation on the Company's ability to
      perform its obligations under any of the Operative Documents.

            "Company SEC Documents" has the meaning set forth in Section 4.7(a).

            "Company's Knowledge" or other references to the "Knowledge of the
      Company" or words of similar import shall mean the actual knowledge after
      reasonable inquiry of Paul R. Garcia, Thomas M. Dunn, James Kelly, Barry
      Lawson, Suellyn Tornay and Vincent Perrelli, or any person who has assumed
      any of the duties and responsibilities of the any of the foregoing
      individuals prior to the time the applicable representation or warranty is
      being made.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            "Financial Statements" means the balance sheets, statements of
      income, statements of changes in the Investor's equity in division and
      statements of cash flows of the Investor in respect of the Merchant
      Business as at and for the fiscal year ending October 31, 1999 and the
      nine-month period ending July 31, 2000 and the accompanying statements of
      income for the year then ended.

            "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
      1976, as amended.

            "Initial Transferred Shares" has the meaning set forth in Section
      2.1(a).

            "Investor Material Adverse Effect" means, for the purposes of this
      Agreement, a material adverse effect, singly or in the aggregate taking
      into account all representations containing an Investor Material Adverse
      Effect qualifier, which could result in a loss of 5% or more in annual
      revenue, a 3% or more increase in annual expenses, or a 3% or more
      reduction in the value of the applicable assets, from the revenues,
      expense and asset values, respectively, set forth on the Financial
      Statements or would otherwise be reasonably expected to result in a
      material limitation on the Investor's ability to perform its obligations
      under any of the Operative Documents.

            "Purchase Price" has the meaning set forth in Section 2.1.

            "Remaining Transferred Shares" has the meaning set forth in Section
      2.1(b).

            "SEC" means the United States Securities and Exchange Commission.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Transferred Shares" has the meaning set forth in Section 2.1.

<PAGE>
 
                                                                               3

            "Voting Securities" means at any time (i) shares of any class of
      capital stock or other securities of the Company which are then entitled
      to vote generally in the election of Directors and not solely upon the
      occurrence and during the continuation of certain specified events, and
      (ii) securities of the Company convertible into, or exchangeable or
      exercisable for, the securities described in clause (i), and options,
      warrants or other rights to acquire such securities (regardless of whether
      such securities, options, warrants or other rights are then exercisable or
      convertible).

                                   SECTION 2

                           PURCHASE AND SALE OF STOCK

            2.1. PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and
conditions hereof, the Company hereby agrees to issue and sell to the Investor,
and the Investor agrees to purchase from the Company, that number of shares of
Common Stock equal to 26.25% of the total number of shares of Common Stock
outstanding on a diluted basis (as determined in accordance with GAAP) on the
Closing Date after giving effect to such purchase (the "Transferred Shares"),
for a purchase price equal to the Cash Amount (the "Purchase Price"). The
delivery of the Transferred Shares shall occur as follows:

            (a) on the Closing Date, the Company shall deliver that number of
shares of Common Stock equal to 26.25% of the total number of shares of Common
Stock issued and outstanding after giving effect to the purchase (the "Initial
Transferred Shares"); and

            (b) no later than 60 days following the Closing Date, the Company
shall deliver that number of additional shares of Common Stock equal to the
difference between (i) 26.25% of the total number of shares of Common Stock
outstanding on a diluted basis (as determined in accordance with GAAP) after
giving effect to the issuance of the Initial Transferred Shares and calculated
as of the Closing Date and (ii) the Initial Transferred Shares.

                                   SECTION 3

                                    CLOSING

            3.1. CLOSING. The closing of the sale and purchase of the
Transferred Shares (the "Closing"), shall take place on the same date as the
closing of the transactions contemplated in the Asset Purchase Agreement (the
"Closing Date"). The Closing shall take place at the offices of Simpson Thacher
& Bartlett, 425 Lexington Avenue, New York, New York, or at such other location
as the parties hereto agree. The Company and the Investor agree to use their
Commercially Reasonable Efforts to consummate the Closing on the terms and
subject to the conditions set forth in this Agreement. At the Closing, subject
to the terms and conditions hereof:

            (a)   the Company shall deliver to the Investor a certificate
representing the Transferred Shares; and

            (b) the Investor shall satisfy the Purchase Price by delivering to
(and endorsing in favor of, if required) the Company the same form of
consideration received by the Investor from 

<PAGE>
 
                                                                               4

NDPS in satisfaction of the Cash Amount pursuant to Section 4.1(a)(i) of the
Asset Purchase Agreement.

                                   SECTION 4

                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants as follows to the Investor and
acknowledges and confirms that the Investor is relying upon the following
representations and warranties in connection with the purchase by the Investor
of the Transferred Shares.

            4.1. ORGANIZATION. The Company is a corporation duly organized and
validly existing under the Laws of the State of Georgia. The Company has all
requisite corporate power to own and to carry on its business as now being
conducted and is duly qualified, licensed or registered to carry on its business
in the jurisdictions in which the ownership of its property or the conduct of
its business makes such qualification necessary or where the Company owns or
leases any material properties or assets or conducts any material business,
except jurisdictions in which the failure to be so qualified, licensed or
registered would not, individually or in the aggregate, have or reasonably be
expected to result in a Company Material Adverse Effect.

            4.2. AUTHORITY. The Company has the corporate power and authority to
enter into and perform its obligations under this Agreement and each of the
other Operative Documents to which it is a party and to effect the transactions
contemplated hereby and thereby. The execution, delivery and performance of the
Operative Documents to which it is a party have been approved by all requisite
corporate action on the part of the Company, and, assuming this Agreement
constitutes the legally valid and binding agreement of the Investor, this
Agreement constitutes (and each other Operative Document to which the Company is
a party, when executed and delivered, will constitute) a legally valid and
binding obligation of the Company, enforceable in accordance with its terms,
subject only to any limitation under applicable Laws relating to bankruptcy,
insolvency, reorganization, moratorium and other similar Laws relating to or
affecting creditors' rights generally and the discretion that a court may
exercise in the granting of equitable remedies (whether considered in a
proceeding in equity or at law).

            4.3. LEGAL PROCEEDINGS. Except as set forth on SCHEDULE 4.3, there
are no actions, suits or proceedings pending or, to the Knowledge of the
Company, threatened against the Company that are reasonably likely to be
adversely determined and that, if adversely determined, would have a Company
Material Adverse Effect.

            4.4. NO VIOLATIONS. Except as set forth in SCHEDULE 4.4, the
execution, delivery and performance by the Company of this Agreement and the
other Operative Documents to which it is a party will not (i) violate, conflict
with, result in a breach of or constitute a default under (with or without
notice or lapse of time or both) any agreement, indenture, mortgage or lease to
which the Company is a party or by which the Company or its properties are
bound; (ii) constitute a violation by the Company of any Laws, (iii) violate,
conflict with or allow any other Person to exercise any rights under any of the
terms or provisions of its constituting documents or by-laws or any contracts or
instruments to which it is a party or to which any of its assets or properties
are subject, (iv) violate any order, judgment, injunction or decree of any
court,

<PAGE>
 
                                                                               5

arbitrator or Governmental Entity against or binding upon the Company,
and/or (v) result in a breach of, or cause the termination or revocation of, any
Authorization held by the Company that is necessary to the ownership of its
properties or the operation of its businesses, other than, in each of the
preceding clauses (i) through (vi), such violations, conflicts, breaches,
defaults or exercise of rights as would not reasonably be expected to have,
either individually or in the aggregate, a Company Material Adverse Effect.

            4.5. COMPLIANCE WITH LAWS. Except as set forth in SCHEDULE 4.5, the
Company is not in violation of any Law or any Association Rules (as defined in
the Marketing Alliance Agreement) or Clearing System Rules (as defined in the
Marketing Alliance Agreement) applicable to its business or properties in each
jurisdiction in which the Company carries on business or will carry on business
pursuant to the Operative Documents at the time it commences to carry on such
business, other than violations which, individually or in the aggregate, would
not reasonably be expected to result in a Company Material Adverse Effect.
Within the past twelve months and except as set forth on SCHEDULE 4.5, neither
the Company nor NDPS nor any of their respective Affiliates has received notice
from any Network Organization or Card Association that the Company or NDPS or
any of their respective Affiliates is not in compliance with any Association
Rules or Clearing System Rules and has not received notice of the assessment of
any fines or penalties due from the Company or NDPS or any of their respective
Affiliates to a Card Association or Network Organization.

              4.6. CAPITALIZATION AND RELATED MATTERS.

              (a) The authorized capital stock of the Company consists of (i)
200,000,000 shares of common stock, no par value (the "Common Stock") and (ii)
5,000,000 shares of preferred stock, no par value; none of which are issued or
outstanding. All issued and outstanding shares have been duly authorized and
validly issued, are fully paid and nonassessable and have been issued in
compliance with applicable federal and state securities Law and not in violation
of the preemptive rights of any Person. Except as set forth on SCHEDULE 4.6
attached hereto, there are no options, warrants, conversion rights, preemptive
rights, rights of first refusal, or similar rights presently outstanding to
purchase or otherwise acquire from the Company any of the Company's securities.

            (b) The Transferred Shares to be issued pursuant to the terms of
this Agreement have been duly authorized and, when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable. The
Transferred Shares will be issued free and clear of any Liens, are not and will
not be subject to any preemptive rights, rights of first refusal or restrictions
on transfer, except as set forth in the Investor Rights Agreement and except for
restrictions on transfer under applicable Canadian, United States federal and
state securities Laws.

            (c) As of November 8, 2000, the authorized capital stock of NDC
consists of (i) 200,000,000 shares of common stock, no par value, of which
32,956,215 shares are issued and outstanding, and (ii) 1,000,000 shares of
preferred stock, none of which are issued or outstanding. All issued and
outstanding shares have been duly authorized and validly issued, are fully paid
and nonassessable and have been issued in compliance with applicable federal and
state securities Law and not in violation of the preemptive rights of any
Person.

<PAGE>
 
                                                                               6

            4.7. SEC FILINGS; FINANCIAL STATEMENTS; ABSENCE OF CERTAIN CHANGES.

            (a) The Company has timely filed all reports, statements and
documents required to be filed by it with the SEC since September 8, 2000,
including without limitation the Form 10 Filing (collectively, the "Company SEC
Documents"), each of which complied in all material respects with the applicable
requirements of the Securities Act and the rules and regulations promulgated
thereunder, or the Exchange Act and the rules and regulations promulgated
thereunder, each as in effect on the date so filed. The Company has heretofore
delivered or made available to the Investor or (in the case of any such document
not yet filed with the SEC) promptly will deliver or make available to the
Investor, in the form filed with the SEC (including any amendments thereto),
true and complete copies of the Company SEC Documents. None of such Company SEC
Documents (including but not limited to any financial statements or schedules
included or incorporated by reference therein) contained when filed (or, if
amended or superseded by a filing prior to the Closing Date, then on the date of
such amending or superseding filing), any untrue statement of a material fact or
omitted to state a material fact required to be stated or incorporated by
reference therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

            (b) Each of the audited and unaudited pro forma financial statements
of the Company (including any related notes thereto) included in the Company SEC
Documents, complies or, if not yet filed, will comply as to form in all material
respects with all applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto; has been or, if not yet
filed, will have been prepared in accordance with GAAP (except, in the case of
unaudited quarterly statements, as permitted by Form 10-Q under the Exchange
Act) applied on a consistent basis throughout the periods involved (except as
may be disclosed in the notes thereto) and fairly presents or, if not yet filed,
will fairly present the pro forma financial position and historical combined
results of operations and changes in cash flows of the Company as of the
respective dates or for the respective periods reflected therein (subject, in
the case of unaudited quarterly statements, to normal recurring adjustments that
are not material).

            (c) Except as and to the extent set forth on SCHEDULE 4.7(C) or the
combined balance sheet of the Company at August 31, 2000, including the notes
thereto, included in the Company SEC Documents, the Company has no liabilities,
debts, claims or obligations of any nature (whether accrued, absolute, direct or
indirect, contingent or otherwise, whether due or about to become due) which
would be required to be reflected on a balance sheet or in the notes thereto
prepared in accordance with GAAP, and there is no existing condition or set of
circumstances which would reasonably be expected, individually or in the
aggregate, to result in such a liability, in each case except for (i)
liabilities, debts, claims or obligations incurred in the Ordinary Course since
August 31, 2000, (ii) liabilities incurred pursuant to the terms of or as
contemplated by this Agreement, and (iii) liabilities, debts, claims and
obligations that would not, individually or in the aggregate, have or reasonably
be expected to have a Company Material Adverse Effect.

            4.8. AUTHORIZATIONS. Except as set forth on SCHEDULE 4.8 and except
as would not reasonably be expected to have a Company Material Adverse Effect,
no Authorization is required to be obtained or made by or with respect to the
Company in connection with the

<PAGE>
 
                                                                               7

execution, delivery or performance by the Company of the Operative Documents or
the consummation of the transactions contemplated hereby or thereby. Except as
set forth on SCHEDULE 4.8 and except as would not reasonably be expected to have
a Company Material Adverse Effect, all Authorizations necessary for the conduct
by the Company of its businesses have been issued or granted to the Company and
all such Authorizations are in full force and effect.

            4.9. MATERIAL ADVERSE CHANGES. Since August 31, 2000, no event has
occurred or circumstances exist which has had or could reasonably be expected to
result in a Company Material Adverse Effect.

            4.10. NO BROKERS' OR OTHER FEES. Except with respect to Goldman,
Sachs & Co., no broker, finder or investment banker is entitled to any fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of the Company.

            4.11. OFFERING VALID. Assuming the accuracy of the representations
of the Investor contained in Section 6 hereof, the offer, sale and issuance of
the Transferred Shares will be exempt from the registration requirements of the
Securities Act and will have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit or qualification
requirements of all applicable United States state securities Laws.

                                   SECTION 5

                          CERTAIN ADDITIONAL AGREEMENTS

            5.1. GUARANTEE. From the date hereof until the Distribution Date,
NDC hereby guarantees full and timely performance by the Company of the
Company's obligations under this Agreement.

            5.2. CALCULATION OF THE REMAINING TRANSFERRED SHARES. Concurrently
with the delivery of the Remaining Transferred Shares pursuant to Section 2.1,
the Company shall execute and deliver a certificate of a senior officer of the
Company setting forth the capitalization of the Company on a diluted basis (as
determined in accordance with GAAP) on such date and the calculation used by the
Company to determine the Remaining Transferred Shares to be issued pursuant to
the terms of this Agreement, which certificate shall be satisfactory to the
Investor.

                                   SECTION 6

                REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

            The Investor represents and warrants as follows to the Company and
acknowledges and confirms that the Company is relying upon the following
representations and warranties in connection with the sale by the Company of the
Transferred Shares.

<PAGE>
 
                                                                               8

            6.1. INVESTMENT REPRESENTATIONS. The Investor acknowledges that the
Transferred Shares have not been registered under the Securities Act or under
any state securities Laws. The Investor (a) is acquiring the Transferred Shares
for investment for its own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution thereof, (b) is an
"accredited investor" within the meaning of Regulation D, Rule 501(a),
promulgated by the SEC, and (c) acknowledges that the Transferred Shares must be
held indefinitely unless subsequently registered under the Securities Act or
unless an exemption from the registration requirements of the Securities Act is
available.

            6.2. ORGANIZATION. The Investor is a bank governed by the Bank Act
(Canada). The Investor has all requisite corporate power to own and to carry on
its business as now being conducted and is duly qualified, licensed or
registered to carry on its business in the jurisdictions in which the ownership
of its property or the conduct of its business makes such qualification
necessary or where the Investor owns or leases any material properties or assets
or conducts any material business, except jurisdictions in which the failure to
be so qualified, licensed or registered would not, individually or in the
aggregate, have or reasonably be expected to result in an Investor Material
Adverse Effect.

            6.3. AUTHORITY. The Investor has the corporate power and authority
to enter into and perform its obligations under this Agreement and each of the
other Operative Documents to which it is a party and to effect the transactions
contemplated hereby and thereby. The execution, delivery and performance of the
Operative Documents to which it is a party have been approved by all requisite
corporate action on the part of the Investor, and, assuming this Agreement
constitutes the legally valid and binding agreement of the Company, this
Agreement constitutes (and each other Operative Document, when executed and
delivered pursuant hereto, will constitute) a legally valid and binding
obligation of the Investor, enforceable in accordance with its terms, subject
only to any limitation under applicable Laws relating to bankruptcy, insolvency,
reorganization, moratorium and other similar Laws relating to or affecting
creditors' rights generally and the discretion that a court may exercise in the
granting of equitable remedies (whether considered in a proceeding in equity or
at law).

            6.4. NO VIOLATIONS. The execution, delivery and performance by the
Investor of this Agreement and the other Operative Documents will not (i)
violate, conflict with, result in a breach of or constitute a default under
(with or without notice or lapse of time or both) any agreement, indenture,
mortgage or lease to which the Investor is a party or by which the Investor or
its properties are bound; (ii) constitute a violation by the Investor of any
Laws, (iii) violate, conflict with or allow any other Person to exercise any
rights under any of the terms or provisions of its constituting documents or
by-laws or any contracts or instruments to which it is a party or pursuant to
which any of its assets or properties are subject, (iv) violate any order,
judgment, injunction or decree of any court, arbitrator or Governmental Entity
against or binding upon the Investor, and/or (v) result in a breach of, or cause
the termination or revocation of, any Authorization held by the Investor that is
necessary to the ownership of its properties or the operation of its businesses,
other than, in each of the preceding clauses (i) through (v), such violations,
conflicts, breaches, defaults or exercise of rights as would not reasonably be
expected to have, either individually or in the aggregate, an Investor Material
Adverse Effect.

<PAGE>
 
                                                                               9

            6.5. AUTHORIZATIONS. Except as set forth on SCHEDULE 6.5 and except
as would not reasonably be expected to have an Investor Material Adverse Effect,
no Authorization is required to be obtained or made by or with respect to the
Investor in connection with the execution, delivery or performance by the
Investor of the Operative Documents or the consummation of the transactions
contemplated hereby or thereby. Except as set forth on SCHEDULE 6.5 and except
as would not reasonably be expected to have an Investor Material Adverse Effect,
all Authorizations necessary for the conduct by the Investor of its businesses
have been issued or granted to the Investor and all such Authorizations are in
full force and effect.

            6.6. NO BROKERS' OR OTHER FEES. Except with respect to CIBC World
Markets Corp., no broker, finder or investment banker is entitled to any fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of the Investor.

                                   SECTION 7

             CONDITIONS OF THE INVESTOR'S OBLIGATIONS AT CLOSING

            The obligation of the Investor to consummate the Closing is subject
to the fulfillment at or before the Closing of each of the following conditions:

            7.1. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in this Agreement and the Operative
Documents shall be true and correct (in all material respects, in the case of
those representations and warranties which are not by their express terms
qualified by reference to materiality) on and as of the Closing Date with the
same force and effect as if such representations and warranties had been made on
and as of the Closing Date, except that any representations and warranties that
are made as of a specified date shall be true and correct (in all material
respects, in the case of those representations and warranties which are not by
their express terms qualified by reference to materiality) as of such date, and
the Company shall have executed and delivered a certificate of a senior officer
of the Company to such effect. The receipt of such certificate and the
consummation of the Closing shall not constitute a waiver by the Investor of any
of the representations and warranties of the Company that are contained in this
Agreement or in any of the other Operative Documents.

            7.2. PERFORMANCE. The Company and its Affiliates shall have
fulfilled or complied with all covenants contained in this Agreement and in any
other Operative Document to be fulfilled or complied with by it or such
Affiliate, respectively, at or prior to the Closing, except where the failure to
so fulfill or comply would not reasonably be expected to have a Company Material
Adverse Effect, and the Company shall have executed and delivered a certificate
of a senior officer to that effect. The receipt of such certificate and the
consummation of the Closing shall not constitute a waiver by the Investor of the
covenants of the Company that are contained in this Agreement or in any of the
Operative Documents.

            7.3. LEGAL INVESTMENT. On the Closing Date, there shall not be in
effect any Law directing that the purchase and sale of the Transferred Shares
and the other transactions

<PAGE>
 
                                                                              10

contemplated by this Agreement or any of the other Operative Documents not be
consummated or which has the effect of rendering it unlawful to consummate such
transactions.

            7.4. PROCEEDINGS AND LITIGATION. No action shall have been commenced
by any Governmental Entity against any party hereto seeking to restrain or delay
the purchase and sale of the Transferred Shares or the other transactions
contemplated by this Agreement or any of the other Operative Documents.

            7.5. BLUE SKY COMPLIANCE. The Company shall have complied with, and
the offer and sale of the Transferred Shares pursuant to this Agreement shall be
effective under all United States federal or state or Canadian provincial
securities or blue sky Laws applicable thereto.

            7.6. OPERATIVE DOCUMENTS. The Investor and an Affiliate of the
Company shall have entered into the Asset Purchase Agreement, the Marketing
Alliance Agreement, the General Conveyance Agreement, the Transition Agreement,
the Investor Rights Agreement, the Trademark License Agreement and the Credit
Facility.

            7.7. BANK REGULATORY APPROVALS. The Investor shall have received all
consents and approvals required under the Bank Act (Canada) and the Bank Holding
Company Act of 1956, as amended, and any required waiting periods under the HSR
Act shall have expired or been terminated, without the imposition of any
conditions that either party, in its reasonable discretion, considers unduly
burdensome.

            7.8. COMPETITION ACT AND INVESTMENT CANADA ACT. (a) Each of the
Investor and the Company shall have filed all notices and information required
under Part IX of the Competition Act (Canada) and satisfied any request for
additional information thereunder and the applicable waiting periods shall have
expired without the Commissioner of Competition having notified the Company that
he intends to apply to the Competition Tribunal for an order under Sections 92,
100 or 104 of the Competition Act (Canada) in respect of the transactions
contemplated herein, or the parties shall have received an Advance Ruling
Certificate ("ARC") pursuant to the Competition Act (Canada) from the Commission
of Competition; (b) no proceedings shall have been taken or threatened to be
taken under the merger provisions of Part VIII or under Section 45 of the Act in
respect of the transactions contemplated herein; and (c)Investment Canada shall
have provided a receipt to the Company pursuant to the Investment Canada Act or
the Company shall have received evidence, satisfactory to it, indicating that
the acquisition of the Assets Sold and the Merchant Business is not a reviewable
transaction or, if it is a reviewable transaction, the Minister shall have been
satisfied or deemed to have been satisfied that such acquisition is likely to be
a net benefit to Canada.

            7.9. CONSUMMATION OF THE ASSET PURCHASE. All the conditions to
closing set forth in Sections 10.2 and 10.3 of the Asset Purchase Agreement
shall have been satisfied and the transactions contemplated in the Asset
Purchase Agreement shall have been consummated substantially on the terms set
forth therein.

            7.10. CALCULATION OF THE INITIAL TRANSFERRED SHARES. The Company
shall have executed and delivered a certificate of a senior officer of the
Company setting forth the total

<PAGE>
 
                                                                              11

number of shares of capital stock of the Company issued and outstanding on the
Closing Date after giving effect to the Closing and the calculation used by the
Company to determine the Initial Transferred Shares to be issued pursuant to the
terms of this Agreement, which certificate shall be satisfactory to the
Investor.

                                   SECTION 8

              CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING

            The obligation of the Company to consummate the Closing is subject
to the fulfillment at or before the Closing of each of the following conditions:

            8.1. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Investor contained in this Agreement shall be true and correct
(in all material respects, in the case of those representations and warranties
which are not by their express terms qualified by reference to materiality) on
and as of the Closing Date with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date,
except that any representations and warranties that are made as of a specified
date shall be true and correct (in all material respects, in the case of those
representations and warranties which are not by their express terms qualified by
reference to materiality) as of such date, and the Investor shall have executed
and delivered a certificate of a senior officer to such effect. The receipt of
such certificate and the consummation of the Closing shall not constitute a
waiver by the Company of any of the representations and warranties of the
Investor that are contained in this Agreement or in any of the other Operative
Documents.

            8.2. PERFORMANCE. The Investor shall have fulfilled or complied with
all covenants contained in this Agreement and in any other Operative Document,
respectively, to be fulfilled or complied with by it at or prior to the Closing,
except where the failure to so fulfill or comply would not reasonably be
expected to have a Company Material Adverse Effect, and the Investor shall have
executed and delivered a certificate of a senior officer of the Investor to that
effect. The receipt of such certificate and the consummation of the Closing
shall not constitute a waiver by the Company of the covenants of the Investor
that are contained in this Agreement or in any of the other Operative Documents.

            8.3. LEGAL INVESTMENT. On the Closing Date, there shall not be in
effect any Law directing that the purchase and sale of the Transferred Shares
and the other transactions contemplated by this Agreement or any of the other
Operative Documents not be consummated or which has the effect of rendering it
unlawful to consummate such transactions.

            8.4. PROCEEDINGS AND LITIGATION. No action shall have been commenced
by any Governmental Authority against any party hereto seeking to restrain or
delay the purchase and sale of the Transferred Shares or the other transactions
contemplated by this Agreement or any of the other Operative Documents.

            8.5. BLUE SKY COMPLIANCE. The offer and sale of the Transferred
Shares pursuant to this Agreement shall be effective under all United States
federal or state or Canadian provincial securities or blue sky Laws applicable
thereto.

<PAGE>
 
                                                                              12

            8.6. OPERATIVE DOCUMENTS. The Investor and an Affiliate of the
Company shall have entered into the Asset Purchase Agreement, the Marketing
Alliance Agreement, the Transition Agreement, the Investor Rights Agreement and
the Trademark License Agreement.

            8.7. BANK REGULATORY APPROVALS. The Investor shall have received all
consents and approvals required under the Bank Act (Canada) and the Bank Holding
Company Act of 1956, as amended, and any required waiting periods under the HSR
Act shall have expired or been terminated, without the imposition of any
conditions that either party, in its reasonable discretion, considers unduly
burdensome.

            8.8. COMPETITION ACT AND INVESTMENT CANADA ACT. (a) Each of the
Investor and the Company shall have filed all notices and information required
under Part IX of the Competition Act (Canada) and satisfied any request for
additional information thereunder and the applicable waiting periods shall have
expired without the Commissioner of Competition having notified the Company that
he intends to apply to the Competition Tribunal for an order under Sections 92,
100 or 104 of the Competition Act (Canada) in respect of the transactions
contemplated herein, or the parties shall have received an Advance Ruling
Certificate ("ARC") pursuant to the Competition Act (Canada) from the Commission
of Competition; (b) no proceedings shall have been taken or threatened to be
taken under the merger provisions of Part VIII or under Section 45 of the Act in
respect of the transactions contemplated herein; and (c)Investment Canada shall
have provided a receipt to the Company pursuant to the Investment Canada Act or
the Company shall have received evidence, satisfactory to it, indicating that
the acquisition of the Assets Sold and the Merchant Business is not a reviewable
transaction or, if it is a reviewable transaction, the Minister shall have been
satisfied or deemed to have been satisfied that such acquisition is likely to be
a net benefit to Canada.

            8.9. CONSUMMATION OF THE ASSET PURCHASE. All the conditions to
closing set forth in Sections 10.1 and 10.3 of the Asset Purchase Agreement
shall have been satisfied and the transactions contemplated in the Asset
Purchase Agreement shall have been consummated substantially on the terms set
forth therein.

                                   SECTION 9

                                  MISCELLANEOUS

            9.1. LIMITATION OF CLAIMS. Notwithstanding anything to the contrary
herein, (a) neither the Company nor the Investor shall be entitled to recover
from the other party for any claims for indemnity or damages with respect to any
inaccuracy or breach of any representations or warranties unless and until the
total of all such claims exceeds $500,000 and then only for the amount by which
such claims exceed such amount; (b) in no event shall such recovery exceed
Cdn.$150,000,000 in the aggregate; and (c) in no event shall the Investor or the
Company recover more than once with respect to any inaccuracy or breach of the
same or similar representations or warranties in this Agreement and the Asset
Purchase Agreement with regard to the same event, circumstance or occurrence.

            9.2. EXPENSES. Except as otherwise specifically provided in this
Agreement, all parties shall pay their own costs and expenses in connection with
this Agreement and the 

<PAGE>
 
                                                                              13


transactions contemplated hereby, including, but not by way of limitation, all
attorney's fees, accounting fees and other expenses.

9.3. NOTICES. All notices, demands and other communications hereunder shall be
sent as set forth below, shall be in writing, and shall be delivered in person;
deposited in regular mail, sent via national overnight carrier; or sent via
facsimile as long as the sending party has telephone confirmation that the
entire facsimile was actually received by the receiving party.

                  (i) If to the Investor to:

                  c/o CIBC World Markets Inc.
                  BCE Place, 8th Floor
                  161 Bay Street
                  Toronto ON M5J 2S8
                  Attention:  Executive Vice President, Card Products,
                  Collections and Merchant Card Services
                  Facsimile No.: (416) 784-6868

                  with a copy to:

                  Canadian Imperial Bank of Commerce
                  Legal and Compliance Division
                  199 Bay Street
                  Commerce Court West
                  15th Floor
                  Toronto, Ontario M5L 1A2
                  Attention:  Associate General Counsel
                  Facsimile No.: (416) 304-2860

                  and to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York 10017
                  Attention:  Lee Meyerson, Esq.
                  Facsimile No.: (212) 455-2502

                  (ii) If to the Company, to:

                  National Data Payment Systems, Inc.
                  #2 National Data Plaza
                  Atlanta, Georgia 30329-2010
                  Attention: Office of the Corporate Secretary
                  Facsimile No.: (404) 728-2990

<PAGE>
 
                                                                              14

                  with a copy to:

                  National Data Payment Systems, Inc.
                  #2 National Data Plaza
                  Atlanta, Georgia 30329-2010
                  Attention:  Paul R. Garcia, Chief Executive Officer
                  Facsimile No.: (404) 728-3412

The persons or addresses to which mailings or deliveries shall be made may be
changed from time to time by notice given pursuant to the provisions of this
Section 9.2. Any notice, demand or other communication given pursuant to the
provisions of this Section 9.2 shall be deemed to have been given on the date
actually delivered.

         9.4. THIRD PARTY BENEFICIARIES. Except as provided in Section 9.6,
neither party to this Agreement intends this Agreement to benefit or create any
right or cause of action in or on behalf of any Person other than the Company,
the Investor or NDC.

         9.5. INDEPENDENT CONTRACTORS. Nothing contained in this Agreement or
any other Operative Document shall be construed as constituting a partnership,
joint venture or agency between the Company and the Investor. Rather, the
parties shall be deemed independent contractors for all purposes.

         9.6. SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective transferees, successors and permitted assigns. This Agreement
and the rights, privileges, duties and obligations of the parties hereto may not
be assigned or delegated by either party without the written consent of the
other party; provided, however, that no such consent shall be required for the
assignment (or designation of performance) by either party of its rights,
privileges, duties and obligations hereunder to a Person controlling, controlled
by or under common control with such party (it being understood that no such
assignment (or designation of performance) shall relieve the assigning party of
its duties or obligations hereunder).

         9.7. AMENDMENTS AND WAIVERS. This Agreement, any of the instruments
referred to herein and any of the provisions hereof or thereof shall not be
amended, modified or waived in any fashion except by an instrument in writing
signed by the parties hereto or thereto. No delay on the part of any party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party hereto of any
right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.

         9.8. SEVERABILITY OF PROVISIONS. If any provision of this Agreement, or
the application of any such provision to any Person or circumstance, shall be
held invalid by a court of competent jurisdiction, the remainder of this
Agreement, or the application of such provision to Persons or circumstances
other than those as to which it is held invalid, shall not be affected thereby.

<PAGE>
 
                                                                              15

         9.9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.

         9.10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the Laws of the State of New York applicable to contracts
made and to be performed therein. The Company and the Investor hereby agree to
submit to the jurisdiction of the courts of the State of New York, the courts of
the United States of America for the Southern District of New York, and
appellate courts from any thereof in any action or proceeding arising out of or
relating to this Agreement. The parties hereto irrevocably and unconditionally
waive trial by jury in any legal action or proceeding in relation to this
Agreement and for any counterclaim therein.

         9.11. CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.

         9.12. ENTIRE AGREEMENT. The making, execution and delivery of this
Agreement by the parties hereto have been induced by no representations,
statements, warranties or agreements other than those herein expressly set
forth. This Agreement and the other written instruments specifically referred to
herein embody the entire understanding of the parties and there are no further
or other representations, warranties, agreements or understandings, written or
oral, in effect between the parties relating to the subject matter hereof. The
Schedules attached to this Agreement shall, for all purposes of this Agreement,
form an integral part of it.

         9.13. JOINT ANNOUNCEMENT; CONFIDENTIALITY. Except as required by Law or
by any stock exchange, the Company and the Investor agree not to publicly
disclose the transactions contemplated by this Agreement, provided, however,
that promptly after the date hereof, after prior consultation with each other as
to the substance and form of the public disclosure of the transactions
contemplated by this Agreement, the Company and the Investor shall make
individual announcements or a joint announcement of the execution of, and the
transactions provided for under, this Agreement. Notwithstanding the foregoing,
after the Closing, and subject to the confidential provisions set out in any of
the Operative Documents, nothing herein shall prevent either party from
disclosing, either publicly or otherwise, that the transaction contemplated
herein took place, provided that any such disclosure does not contain any
information regarding any term or condition of this Agreement or any Operative
Document which has not been previously disclosed pursuant to a mutually agreed
press release or which has not been approved for disclosure by the other party.

         9.14. GENDER AND NUMBER. Any reference in this Agreement or any other
Operative Document to gender includes all genders and words importing the
singular number only shall include the plural and vice versa.

         9.15. CURRENCY. All references in this Agreement or any other Operative
Document to dollars, unless otherwise specifically indicated, are expressed in
United States dollars.

         9.16. TIME OF THE ESSENCE. Time shall be of the essence of this
Agreement.

<PAGE>
 
                                                                              16

         9.17. HEADINGS. The section headings of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

         9.18. SURVIVAL OF WARRANTIES. The representations and warranties of the
parties contained in or made pursuant to this Agreement shall survive for a
period of one year from the date of the Closing.

         9.19. ADDITIONAL AGREEMENTS OF THE PARTIES. Each of the parties, as
promptly as practicable after the execution of this Agreement, will (i) make, or
cause to be made, all such filings and submissions under all Laws applicable to
it, as may be required for it to consummate the purchase and sale of the
Transferred Shares in accordance with the terms of this Agreement, (ii) use its
Commercially Reasonable Efforts to obtain, or to cause to be obtained, all
Authorizations necessary or advisable to be obtained by it in order to
consummate such transfer, and (iii) use its Commercially Reasonable Efforts to
take, or to cause to be taken, all other actions which are necessary or
advisable in order for it to fulfill its obligations under this Agreement. The
parties will coordinate and cooperate with one another in exchanging such
information and supplying such assistance as may be reasonably requested by each
in connection with the foregoing including, without limitation, providing each
other with all notices and information supplied to or filed with any
Governmental Entity (except for notices and information which the Company or the
Investor, in each case acting reasonably, considers highly confidential and
sensitive which may be filed on a confidential basis), and all notices and
correspondence received from any Governmental Entity.

         9.20. TERMINATION. This Agreement shall be terminated and the
transactions contemplated hereby abandoned at any time prior to the Closing upon
the earlier to occur of:

            (a)  the mutual consent of the Company and the Investor; or

            (b) termination of the Asset Purchase Agreement in accordance with
the provisions of Article XI thereof.

<PAGE>
 
                                                                              17

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date above set forth.

                              GLOBAL PAYMENTS INC.

                              By: /s/ Suellyn P. Tornay
                                  --------------------------------
                              Name: Suellyn P. Tornay
                              Title: General Counsel


                              CANADIAN IMPERIAL BANK OF COMMERCE

                              By: /s/ Christine Croucher
                                  --------------------------------
                              Name: Christine Croucher
                              Title:


                              By: /s/ David A. Caldwell
                                  --------------------------------
                              Name: David A. Caldwell
                              Title:


                              With respect to Sections 4.6(c) and 5.1 only:

                              NATIONAL DATA CORPORATION

                              By: /s/ Suellyn P. Tornay
                                  --------------------------------
                              Name: Suellyn P. Tornay
                              Title: General Counsel

<PAGE>
 
                                  SCHEDULE 4.3

                                LEGAL PROCEEDINGS

        None.

                                  SCHEDULE 4.4

                                  NO VIOLATIONS

        None.

                                  SCHEDULE 4.5

                              COMPLIANCE WITH LAWS

        Nothing material.


                                  SCHEDULE 4.6

                       CAPITALIZATION AND RELATED MATTERS

        2000 Non-Employee Director's Stock Option Plan.

        2000 Long Term Incentive Plan.

        2000 Employee Stock Purchase Plan.


                                 SCHEDULE 4.7(C)

          SEC FILINGS; FINANCIAL STATEMENTS; ABSENCE OF CERTAIN CHANGES

        None.

                                  SCHEDULE 4.8

                             COMPANY AUTHORIZATIONS

      These include approvals or waivers under the Canadian Competition Act and
      the Investment Canada Act, the Bank Act (Canada), the Bank Holding Company
      Act (U.S.), and the Hart-Scott-Rodino Antitrust Improvements Act of 1976
      (US), and by the Office of the Superintendent of Financial Institutions
      (Canada).

                                  SCHEDULE 6.5

                             INVESTOR AUTHORIZATIONS

      Any approval required under the Bank Act (Canada).

<PAGE>
 
                                TABLE OF CONTENTS

                                                                            PAGE

                              SECTION 1 DEFINITIONS

  1.1.  DEFINITIONS..........................................................1

                      SECTION 2 PURCHASE AND SALE OF STOCK

  2.1.  PURCHASE AND SALE OF COMMON STOCK....................................3

                                SECTION 3 CLOSING

  3.1.  CLOSING..............................................................3

           SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  4.1.  ORGANIZATION.........................................................4
  4.2.  AUTHORITY............................................................4
  4.3.  LEGAL PROCEEDINGS....................................................4
  4.4.  NO VIOLATIONS........................................................4
  4.5.  COMPLIANCE WITH LAWS.................................................5
  4.6.  CAPITALIZATION AND RELATED MATTERS...................................5
  4.7.  SEC FILINGS; FINANCIAL STATEMENTS; ABSENCE OF CERTAIN CHANGES........6
  4.8.  AUTHORIZATIONS.......................................................6
  4.9.  MATERIAL ADVERSE CHANGES.............................................7
  4.10. NO BROKERS' OR OTHER FEES............................................7
  4.11. OFFERING VALID.......................................................7

                   SECTION 5 CERTAIN ADDITIONAL AGREEMENTS

  5.1.  GUARANTEE............................................................7
  5.2.  CALCULATION OF THE REMAINING TRANSFERRED SHARES......................7

           SECTION 6 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

  6.1.  INVESTMENT REPRESENTATIONS...........................................8
  6.2.  ORGANIZATION.........................................................8
  6.3.  AUTHORITY............................................................8
  6.4.  NO VIOLATIONS........................................................8
  6.5.  AUTHORIZATIONS.......................................................9
  6.6.  NO BROKERS' OR OTHER FEES............................................9

        SECTION 7 CONDITIONS OF THE INVESTOR'S OBLIGATIONS AT CLOSING

  7.1.  REPRESENTATIONS AND WARRANTIES.......................................9
  7.2.  PERFORMANCE..........................................................9
  7.3.  LEGAL INVESTMENT.....................................................9
  7.4.  PROCEEDINGS AND LITIGATION..........................................10
  7.5.  BLUE SKY COMPLIANCE.................................................10
  7.6.  OPERATIVE DOCUMENTS.................................................10
  7.7.  BANK REGULATORY APPROVALS...........................................10
  7.8.  COMPETITION ACT AND INVESTMENT CANADA ACT...........................10
  7.9.  CONSUMMATION OF THE ASSET PURCHASE..................................10
  7.10. CALCULATION OF THE INITIAL TRANSFERRED SHARES.......................10

         SECTION 8 CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING

  8.1.  REPRESENTATIONS AND WARRANTIES......................................11
  8.2.  PERFORMANCE.........................................................11
  8.3.  LEGAL INVESTMENT....................................................11

<PAGE>
 
                                                                               2


  8.4.  PROCEEDINGS AND LITIGATION..........................................11
  8.5.  BLUE SKY COMPLIANCE.................................................11
  8.6.  OPERATIVE DOCUMENTS.................................................12
  8.7.  BANK REGULATORY APPROVALS...........................................12
  8.8.  COMPETITION ACT AND INVESTMENT CANADA ACT...........................12
  8.9.  CONSUMMATION OF THE ASSET PURCHASE..................................12

                             SECTION 9 MISCELLANEOUS

  9.1.  LIMITATION OF CLAIMS................................................12
  9.2.  EXPENSES............................................................12
  9.3.  NOTICES.............................................................13
  9.4.  THIRD PARTY BENEFICIARIES...........................................14
  9.5.  INDEPENDENT CONTRACTORS.............................................14
  9.6.  SUCCESSORS AND ASSIGNS..............................................14
  9.7.  AMENDMENTS AND WAIVERS..............................................14
  9.8.  SEVERABILITY OF PROVISIONS..........................................14
  9.9.  COUNTERPARTS........................................................15
  9.10. GOVERNING LAW.......................................................15
  9.11. CAPTIONS............................................................15
  9.12. ENTIRE AGREEMENT....................................................15
  9.13. JOINT ANNOUNCEMENT; CONFIDENTIALITY.................................15
  9.14. GENDER AND NUMBER...................................................15
  9.15. CURRENCY............................................................15
  9.16. TIME OF THE ESSENCE.................................................15
  9.17. HEADINGS............................................................16
  9.18. SURVIVAL OF WARRANTIES..............................................16
  9.19. ADDITIONAL AGREEMENTS OF THE PARTIES................................16
  9.20. TERMINATION.........................................................16



<PAGE>
 
                                                                    Exhibit 10.6

________________________________________________________________________________

                                 C$140,000,000

                               CREDIT AGREEMENT

                                     among

                     NATIONAL DATA PAYMENT SYSTEMS, INC.,
                                 as Borrower,

                              The Several Lenders

                       from Time to Time Parties Hereto,

                                      and

                      CANADIAN IMPERIAL BANK OF COMMERCE,
                            as Administrative Agent

                          Dated as of March 20, 2001


________________________________________________________________________________

<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------


<TABLE> 
<CAPTION> 
                                                                                             Page
                                                                                             ---- 
<S>                                                                                          <C> 
                                       Table of Contents
SECTION 1. DEFINITIONS....................................................................      1 
        1.1  Defined Terms................................................................      1
             -------------                                                                    
        1.2  Other Definitional Provisions................................................     14
             -----------------------------                                                        
                                                                                                 
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS................................................     14
        2.1  Commitments..................................................................     14
             ------------                                                                          
        2.2  Procedure for CIBC Offered Rate Loan Borrowing, LIBOR Loan                           
             ----------------------------------------------------------
                   Borrowing and Overdraft Loan Borrowing.................................     15
                   --------------------------------------                                        
        2.3  Commitment Fees, etc.........................................................     16
             --------------------                                                                 
        2.4  Termination or Reduction of Commitments......................................     16
             ---------------------------------------                                              
        2.5  Optional Prepayments.........................................................     16
             --------------------                                                                 
        2.6  Mandatory Prepayments........................................................     17
             ---------------------                                                                
        2.7  Limitations on LIBOR Loans...................................................     17
             --------------------------                                                          
        2.8  Interest Rates and Payment Dates.............................................     17
             --------------------------------                                                    
        2.9  Computation of Interest and Fees.............................................     18
             --------------------------------                                                    
        2.10 Inability to Determine Interest Rate.........................................     18
             ------------------------------------                                                
        2.11 Pro Rata Treatment and Payments..............................................     19
             -------------------------------                                                     
        2.12 Requirements of Law..........................................................     20
             -------------------                                                                 
        2.13 Taxes .......................................................................     21
             -----                                                                               
        2.14 Indemnity....................................................................     22
             ---------                                                                           
        2.15 Renewal and Extension of Commitments.........................................     23
             ------------------------------------                                                
                                                                                                 
SECTION 3. REPRESENTATIONS AND WARRANTIES.................................................     23
        3.1  Financial Condition..........................................................     23
             -------------------                                                                 
        3.2  No Change....................................................................     23
             ---------                                                                           
        3.3  Existence; Compliance with Law...............................................     23
             ------------------------------                                                      
        3.4  Power; Authorization; Enforceable Obligations................................     24
             ---------------------------------------------                                       
        3.5  No Legal Bar.................................................................     24
             ------------                                                                        
        3.6  Litigation...................................................................     24
             ----------                                                                          
        3.7  No Default...................................................................     24
             ----------                                                                          
        3.8  Ownership
 of Property; Liens.................................................     25
             ----------------------------                                                        
        3.9  Intellectual Property........................................................     25
             ---------------------                                                                
        3.10 Taxes .......................................................................     25
             -----                                                                               
        3.11 Federal Regulations..........................................................     25
             -------------------                                                                 
        3.12 ERISA........................................................................     25
             -----                                                                               
        3.13 Investment Company Act; Other Regulations....................................     26
             -----------------------------------------                                           
        3.14 Subsidiaries.................................................................     26
             ------------                                                                        
        3.15 Use of Proceeds..............................................................     26
             ---------------                                                                     
        3.16 Environmental Matters........................................................     26
             ---------------------                                                               
        3.17 Security Documents...........................................................     27
             ------------------                                                                  
        3.18 Solvency.....................................................................     27
             --------                                                                           
</TABLE>
 

<PAGE>
 

<TABLE> 
<S>                                                                                          <C>   
        3.19 Material Agreements..........................................................     27
             -------------------                                                                 
                                                                                                 
SECTION 4. CONDITIONS PRECEDENT...........................................................     28
        4.1  Conditions to Initial Extension of Credit....................................     28
             -----------------------------------------                                           
        4.2  Conditions to Each Extension of Credit.......................................     29
             --------------------------------------                                              
                                                                                                
SECTION 5. AFFIRMATIVE COVENANTS..........................................................     30
        5.1  Financial Statements.........................................................     30
             --------------------                                                                
        5.2  Certificates; Other Information..............................................     31
             -------------------------------                                                     
        5.3  Payment of Obligations.......................................................     31
             ----------------------                                                              
        5.4  Maintenance of Existence; Compliance.........................................     31
             ------------------------------------                                                
        5.5  Maintenance of Property; Insurance...........................................     32
             ----------------------------------                                                  
        5.6  Books and Records; Discussions...............................................     32
             ------------------------------                                                      
        5.7  Notices......................................................................     32
             -------                                                                             
        5.8  Environmental Laws...........................................................     33
             ------------------                                                                  
        5.9  Cash Collateral Account Agreement............................................     33
             ---------------------------------                                                    
        5.10 Accounts.....................................................................     33
             --------                                                                            
                                                                                                 
SECTION 6. NEGATIVE COVENANTS.............................................................     33
        6.1  GPI Tangible Net Worth.......................................................     33
             ----------------------                                                             
        6.2  Collateral Coverage Ratio....................................................     34
             -------------------------                                                          
        6.3  Liens........................................................................     34
             -----                                                                              
        6.4  Transactions with Affiliates.................................................     34
             ----------------------------                                                        
        6.5  Additional Subsidiary Guarantors.............................................     34
             --------------------------------                                                     
                                                                                                 
SECTION 7. EVENTS OF DEFAULT..............................................................     34
                                                                                                 
SECTION 8. THE ADMINISTRATIVE AGENT.......................................................     37
        8.1  Appointment..................................................................     37
             -----------                                                                         
        8.2  Delegation of Duties.........................................................     37
             --------------------                                                                
        8.3  Exculpatory Provisions.......................................................     37
             ----------------------                                                              
        8.4  Reliance by Administrative Agent.............................................     38
             --------------------------------                                                    
        8.5  Notice of Default............................................................     38
             -----------------                                                                   
        8.6  Non-Reliance on Agents and Other Lenders.....................................     38
             ----------------------------------------                                            
        8.7  Indemnification..............................................................     39
             ---------------                                                                     
        8.8  The Administrative Agent in Its Individual Capacity..........................     39
             ---------------------------------------------------                                 
        8.9  Successor Administrative Agent...............................................     39
             ------------------------------                                                      
                                                                                                
SECTION 9. MISCELLANEOUS..................................................................     40
        9.1  Amendments and Waivers.......................................................     40
             ----------------------                                                               
        9.2  Notices......................................................................     41
             -------                                                                             
        9.3  No Waiver; Cumulative Remedies...............................................     41
             ------------------------------                                                      
        9.4  Survival of Representations and Warranties...................................     42
             ------------------------------------------                                          
        9.5  Payment of Expenses and Taxes................................................     42
             -----------------------------                                                       
        9.6  Successors and Assigns; Participations and Assignments.......................     43
             ------------------------------------------------------                              
        9.7  Adjustments; Set-off.........................................................     43
             --------------------                                                                
        9.8  Counterparts.................................................................     43
             -----------                                                                        
</TABLE>
 

<PAGE>
 

<TABLE> 
<S>                                                                                          <C> 
        9.9  Severability.................................................................     45
             -----------                                                                         
        9.10 Integration..................................................................     46
             -----------                                                                         
        9.11 GOVERNING LAW................................................................     46
             -------------                                                                       
        9.12 Submission To Jurisdiction; Waivers..........................................     46
             -----------------------------------                                                 
        9.13 Acknowledgements.............................................................     46
             ----------------                                                                    
        9.14 Releases of Guarantees and Liens.............................................     47
             --------------------------------                                                    
        9.15 Replacement of Lenders.......................................................     47
             ----------------------                                                              
        9.17 WAIVERS OF JURY TRIAL........................................................     47 
        ---- ---------------------
</TABLE>
 

<PAGE>
 
SCHEDULES:

1.1A   Commitments

3.4    Consents, Authorizations, Filings and Notices

3.14   Subsidiaries

3.17(a)  UCC Filing Jurisdictions

3.19   Material Agreements

6.4    Transactions with Affiliates

EXHIBITS:

A  Form of Guarantee and Collateral Agreement

B  Form of Compliance Certificate

C  Form of Closing Certificate

D  Form of Assignment and Acceptance

E-1   Form of Legal Opinion of Alston & Bird L.L.P.

E-2   Form of Legal Opinion of Suellyn P. Tornay, Esq.

E-3   Form of Legal Opinion of Blake, Cassels & Graydon LLP

F  Form of Exemption Certificate

G  Form of Borrowing Base Certificate

<PAGE>
 
          CREDIT AGREEMENT (this "Agreement"), dated as of March 20, 2001,
                                  ---------
among, 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 to this Agreement (the "Lenders"), and Canadian Imperial
                                             -------
Bank of Commerce, acting through its New York Agency, as administrative agent
(the "Administrative Agent").
      --------------------

                  The parties hereto hereby agree as follows:

                            SECTION 1. DEFINITIONS

          1.1  Defined Terms. As used in this Agreement, the terms listed in
          ------------------
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

          "Accounts Receivables": all accounts receivables, notes receivable and
           --------------------
other debts due or accruing to the Borrower in the ordinary course of business
in connection with the Merchant Business and the full benefit of all security
therefor.

          "Acquisition": collectively, the transactions set forth in the (a)
           -----------
Asset Purchase Agreement, dated as of November 9, 2000, among the Borrower,
National Data Corporation, a Delaware corporation, GPI and CIBC and (b) Stock
Purchase Agreement, dated as of November 9, 2000, by and among the Borrower, GPI
National Data Corporation and CIBC.

          "Administrative Agent": Canadian Imperial Bank of Commerce, acting
           --------------------
through its New York Agency, together with its affiliates, as the arranger of
the Commitments and as the administrative agent for the Lenders under this
Agreement and the other Loan Documents, together with any of its successors.

          "Affiliate": as to any Person, any other Person that, directly or
           ---------     
indirectly, is in control of, is controlled by, or is under common control with,
such Person.

          "Aggregate Exposure": with respect to any Lender at any time, an
           ------------------
amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Loans then outstanding
and (ii) the aggregate undrawn amount of such Lender's Commitment at such time.

          "Aggregate Exposure Percentage": with respect to any Lender at any
           -----------------------------
time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure
at such time to the Aggregate Exposure of all Lenders at such time.

          "Agreement": as defined in the preamble hereto.
           ---------

          "Applicable Margin": with respect to (a) any LIBOR Loans, .40%, (b)
           -----------------
any CIBC Offered Rate Loans, .40%, (c) any Canadian Prime Rate Loans, 0.0% and
(d) any Overdraft Loans, an amount as may be agreed upon between the Borrower
and the relevant Lenders at the time of making such Overdraft Loans.

          "Assignee": as defined in Section 9.6(c).
           --------

<PAGE>
 
                                                                               2



          "Assignment and Acceptance": an Assignment and Acceptance,
           -------------------------
substantially in the form of Exhibit D.

          "Assignor": as defined in Section 9.6(c).
           --------

          "Available Commitment": as to any Lender at any time, an amount equal
           --------------------
to the excess, if any, of (a) such Lender's Commitment then in effect over (b)
                                                                      ----
such Lender's Loans then outstanding.

          "Average Outstanding Loans": for a particular monthly period, the
           -------------------------
weighted average of the daily outstanding principal amount of the Loans (other
than any Overdraft Loans) during such calendar month.

          "Average Outstanding CIBC Visa Receivables": for a particular monthly
           -----------------------------------------    
period, the weighted average of the daily amounts owing to the Borrower under
the CIBC Visa Receivables during such calendar month.

          "Benefited Lender": as defined in Section 9.7(a).
           ----------------

          "Board": the Board of Governors of the Federal Reserve System of the
           -----
United States (or any successor).

          "Borrower": as defined in the preamble hereto.
           --------

          "Borrowing Base Certificate": a certificate duly executed by a
           --------------------------
Responsible Officer substantially in the form of Exhibit G.

          "Business": as defined in Section 3.16(b).
           --------

          "Business Day": a day other than a Saturday, Sunday or other day on
           ------------
which commercial banks in New York City are authorized or required by law to
close, provided, that with respect to notices and determinations in connection
with, and payments of principal and interest on, LIBOR Loans, such day is also a
day for trading by and between banks in Canadian Dollar deposits in the
interbank eurocurrency market.

          "Canadian Dollars" and "C$": dollars in the lawful currency of Canada.
           ----------------       --
           
          "Capital Lease Obligations": as to any Person, the obligations of such
           -------------------------
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.

          "Canadian Prime Rate": at any day, the greater on such day of (a) the
           -------------------    
rate per annum announced by CIBC from time to time (and in effect on such day)
as its prime rate for Canadian Dollar commercial loans, as adjusted
automatically from time to time and without notice to the Borrower upon change
by the Administrative Agent, and (b) 0.40% above the

<PAGE>
 
                                                                               3

CDOR Rate from time to time (and in effect on such day). The Canadian Prime Rate
is not intended to be the lowest rate of interest charged by the Administrative
Agent in connection with extensions of credit in Canadian Dollars to debtors.

          "Canadian Prime Rate Loans": all Loans that are bearing interest at a
           -------------------------
rate based upon the Canadian Prime Rate.

          "Capital Stock": any and all shares, interests, participations or
           -------------
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

          "Card": any debit or credit card bearing the symbol of Visa Canada or
           ----
Visa International that is accepted by a CIBC Merchant pursuant to a Merchant
Agreement.

          "CDOR Rate": means, for any day, the average of the annual rates for
           ---------     
30 day Canadian Dollar bankers' acceptances of the banks named in Schedule I of
the Bank Act (Canada) that appears on the Reuters Screen CDOR page as of at
10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as
of 10:00 a.m. on the next preceding Business Day), provided that if such rate
does not appear on the Reuters Screen CDOR page at such time on such date, CDOR
for such date will be the annual rate of interest as of 10:00 a.m. Toronto time
on such date on the basis of the discount amount at which CIBC is then offering
to purchase 30 day bankers' acceptances accepted by it.

          "Change of Control": means (a) GPI shall cease to own and control, of
           -----------------
record and beneficially, directly, 85% of each class of outstanding Capital
Stock of the Borrower free and clear of all Liens or (b) any purchase or other
acquisition of more than 35% of the shares of the common stock of GPI by any
Person (other than by Canadian Imperial Bank of Commerce or its Affiliate) or
"group" of related Persons, within the meaning of Section 13(d)(3) under the
Securities and Exchange Act of 1934, as amended.

          "CIBC": Canadian Imperial Bank of Commerce, a bank governed by the
           ---- 
Bank Act (Canada).

          "CIBC Offered Rate": for any day, the rate per annum determined by
           -----------------
CIBC in its sole discretion as the rate at which, based on the applicable rate
posted on the Bloomberg BBAM Screen, it is able to obtain short-term deposits of
Canadian Dollars for such day in the New York interbank eurocurrency market.

          "CIBC Offered Rate Loan": Loans the rate of interest applicable to
           ----------------------
which is based upon the CIBC Offered Rate.

          "CIBC Visa Receivables": all Visa Canada Receivables and all Visa
           ---------------------
International Receivables.

          "CIBC Merchant": any Person that has entered into a Merchant
           -------------
Agreement.

<PAGE>
 
                                                                               4

          "Closing Date": the date on which the conditions precedent set forth
           ------------
in Section 4.1 shall have been satisfied, which date is March 20, 2001.

          "Code": the Internal Revenue Code of 1986, as amended from time to
           ----
time.

          "Collateral": all property of the Borrower, now owned or hereafter
           ----------
acquired, upon which a Lien is purported to be created by any Security Document.

          "Commitment": as to any Lender, the obligation of such Lender, if any,
           ----------
to make Loans in an aggregate principal amount at any one time outstanding not
to exceed the amount set forth under the heading "Commitment" opposite such
Lender's name on Schedule 1.1A or in the Assignment and Acceptance pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof. The original amount of the Total Commitments
is C$140,000,000.

          "Commitment Fee Rate": .08% per annum, calculated on the basis of a
           -------------------
365-(or 366-day, as the case may be) day year.

          "Commitment Period": for the Commitments, the period from and
           -----------------
including the Closing Date to the Termination Date.

          "Commonly Controlled Entity": an entity, whether or not incorporated,
           -----------------
that is under common control with the Borrower within the meaning of Section
4001 of ERISA or is part of a group that includes the Borrower and that is
treated as a single employer under Section 414 of the Code.

          "Compliance Certificate": a certificate duly executed by a Responsible
           ----------------------
Officer substantially in the form of Exhibit B.

          "Consolidated Net Income": as at any date of determination for any
           -----------------------
period, the net income of GPI and the GPI Consolidated Subsidiaries determined
on a consolidated basis for such period, but excluding (i) non-cash gains and
losses, and (ii) any equity interests of GPI or a GPI Consolidated Subsidiary in
the unremitted earnings and losses of any Person that is not a Consolidated
Subsidiary.

          "Consolidated Net Worth": at any date, the shareholders' (or in the
           ----------------------
case of a partnership or limited liability company, the partners' or the
members') equity of GPI and the GPI Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of GPI and its
Consolidated Subsidiaries prepared in accordance with GAAP, but excluding any
Redeemable Preferred Stock of GPI or any of the GPI Consolidated Subsidiaries.
Shareholders' equity generally would include, but not be limited to (i) the par
or stated value of all outstanding Capital Stock, (ii) capital surplus, (iii)
retained earnings, and (iv) various deductions such as (A) purchases of treasury
stock, (B) valuation allowances, (C) receivables due from an employee stock
ownership plan, (D) employee stock ownership plan debt guarantees, and (E)
translation adjustments for foreign currency transactions.

<PAGE>
 
                                                                               5

          "Contractual Obligation": as to any Person, any provision of any
           ----------------------
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

          "Default": any of the events specified in Section 7, whether or not
           -------
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

          "Disposition": with respect to any property, any sale, lease, sale and
           -----------
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms "Dispose" and "Disposed of" shall have correlative meanings.
                     -----------

          "Environmental Laws": any and all foreign, Federal, state, local or
           ------------------
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

          "ERISA": the Employee Retirement Income Security Act of 1974, as
           -----
amended from time to time.

          "Event of Default": any of the events specified in Section 7, provided
           ----------------                                             --------
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

          "Fiscal Quarter": means any fiscal quarter of GPI or the Borrower, as
           --------------
applicable.

          "Funding Office": the office of the Administrative Agent located at
           --------------
425 Lexington Avenue, New York, New York, or such other office as may be
specified from time to time by the Administrative Agent as its funding office by
written notice to the Borrower and the Lenders.

          "GAAP": generally accepted accounting principles in the United States
           ----
as in effect from time to time, except that for purposes of Section 6.1, GAAP
shall be determined on the basis of such principles in effect on the date hereof
and consistent with those used in the preparation of the most recent audited
financial statements referred to in Section 4.1(b).

          "GPI": Global Payments Inc., a Georgia corporation, and its successors
           ---
and permitted assigns.

          "GPI Consolidated Subsidiary": at any date any Subsidiary or other
           ---------------------------
entity the accounts of which, in accordance with GAAP, would be consolidated
with those of GPI in its consolidated financial statements as of such date;
provided, however, that Comerica shall be treated as a GPI Consolidated
Subsidiary only for purposes of Section 6.1.

          "GPS": Global Payment Systems LLC, a limited liability company
           ---
organized under the laws of Georgia, and its successors and permitted assigns.

          "Governmental Authority": any nation or government, any state or other
           ----------------------
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank

<PAGE>
 
                                                                               6

or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative functions of or pertaining to government, any securities
exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).

          "Group Members": the collective reference to the Borrower, GPI and the
           -------------
GPI Consolidated Subsidiaries.

          "Guarantee and Collateral Agreement": the Guarantee and Collateral
           ----------------------------------
Agreement to be executed and delivered by GPI and each Subsidiary Guarantor,
substantially in the form of Exhibit A.

          "Guarantee Obligation": as to any Person (the "guaranteeing person"),
           --------------------
any obligation of (a) the guaranteeing person or (b) another Person (including
any bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
                                                           -------------------
of any other third Person (the "primary obligor") in any manner, whether
                                ---------------        
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

          "Hedge Agreements": all interest rate swaps, caps or collar agreements
           ----------------  
or similar arrangements dealing with interest rates or currency exchange rates
or the exchange of nominal interest obligations, either generally or under
specific contingencies.

          "Indebtedness": of any Person at any date, without duplication, (a)
           ------------
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the

<PAGE>
 
                                                                               7

event of default are limited to repossession or sale of such property), (e) all
Capital Lease Obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under or in respect of
acceptances, letters of credit, surety bonds or similar arrangements, (g) the
liquidation value of all mandatorily redeemable preferred Capital Stock of such
Person, (h) all Guarantee Obligations of such Person in respect of obligations
of the kind referred to in clauses (a) through (g) above, (i) all obligations of
the kind referred to in clauses (a) through (h) above secured by (or for which
the holder of such obligation has an existing right, contingent or otherwise, to
be secured by) any Lien on property (including accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation, and (j) for the purposes of Sections 6.2 and
7(e) only, all obligations of such Person in respect of Hedge Agreements. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness expressly provide that such Person is not liable
therefor.

          "Insolvency": with respect to any Multiemployer Plan, the condition
           ----------
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent": pertaining to a condition of Insolvency.
           ---------

          "Intellectual Property": the collective reference to all rights,
           ---------------------
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

          "Interest Payment Date": (a) as to any CIBC Offered Rate Loan, any
           ---------------------
Canadian Prime Rate Loan and any Overdraft Loan, the last day of each calendar
month to occur while such Loan is outstanding and the Termination Date, (b) as
to any LIBOR Loan having an Interest Period of three months or less, the last
day of such Interest Period and (c) as to any LIBOR Loan having an Interest
Period longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last day
of such Interest Period.

          "Interest Period": as to any LIBOR Loan, the period commencing on the
           ---------------
borrowing date, with respect to such LIBOR Loan and ending seven or fourteen
days or one, two, three or six months thereafter, or such other period as may be
mutually agreed to by the Borrower and the Administrative Agent, as selected by
the Borrower in its notice of borrowing given with respect thereto; provided
                                                                    --------
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:

          (i)  if any Interest Period would otherwise end on a day that is not a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business Day;

<PAGE>
 
                                                                               8

          (ii)   the Borrower may not select an Interest Period that would
     extend beyond the Termination Date; and

          (iii)  any Interest Period that begins on the last Business Day of the
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business day of a calendar month.

          "Lender Affiliate": (a) any Affiliate of any Lender, (b) any Person
           ---------------- 
that is administered or managed by any Lender and that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and (c) with respect
to any Lender which is a fund that invests in commercial loans and similar
extensions of credit, any other fund that invests in commercial loans and
similar extensions of credit and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such Lender or investment advisor.

          "Lenders": as defined in the preamble hereto.
           -------

          "Lender's Percentage": as to any Lender at any time, the percentage
           ------------------- 
which such Lender's Commitment then constitutes of the Total Commitments or, at
any time after the Commitments shall have expired or terminated, the percentage
which the aggregate principal amount of such Lender's Loans then outstanding
constitutes of the aggregate principal amount of the Loans then outstanding.

          "LIBOR": with respect to each day during each Interest Period
           -----    
pertaining to a LIBOR Loan, the rate per annum equal to the rate that appears
with respect to such Interest Period on the Reuters Screen LIBOR Page 3750 (or
on any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rate applicable to Canadian Dollar deposits in the London interbank
market) as of 11:00 a.m., London time, two Business Days prior to the beginning
of such Interest Period (or, if such rate does not appear on said page, the rate
notified to the Administrative Agent by the Reference Bank as the rate at which
the Reference Bank is offered Canadian Dollar deposits at or about 11:00 a.m.,
London time, two Business Days prior to the beginning of such Interest Period in
the London interbank eurocurrency market for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount
comparable to the amount of its LIBOR Loan to be outstanding during such
Interest Period).

          "LIBO Adjusted Rate": with respect to each day during each Interest
           ------------------  
Period pertaining to a LIBOR Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

               LIBOR
            -----------  

            1.00 - LIBOR Reserve Requirements

<PAGE>
 
          "LIBOR Loans": Loans the rate of interest applicable to which is based
           -----------
upon LIBOR.

          "LIBOR Reserve Requirements": for any day as applied to a LIBOR Loan,
           --------------------------
the aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves under any
regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

          "Lien": any mortgage, pledge, hypothecation, assignment, deposit
           ----
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).

          "Loans": any loan made by any Lender pursuant to this Agreement.
           -----

          "Loan Documents": this Agreement, the Security Documents and the
           --------------
Notes.

          "Loan Parties": each Group Member that is a party to a Loan Document.
           ------------

          "Material Adverse Effect": a material adverse effect on (a) the
           -----------------------
business, property, operations, condition (financial or otherwise) or prospects
of GPI and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

          "Materials of Environmental Concern": any gasoline or petroleum
           ----------------------------------   
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.

          "Maturity Date": (a) for each CIBC Offered Rate Loan and each Canadian
           -------------
   Prime Rate Loan, the Termination Date;

          (b) for each LIBOR Loan, the last day of the Interest Period
   applicable thereto; and

          (b)  for each Overdraft Loan, the date as may be agreed upon between
   the Borrower and the relevant Lenders at the time of making such Overdraft
   Loans, but in any event on or prior to the Termination Date.

          "Merchant Agreement": an oral or written agreement or series of
           ------------------
agreements between CIBC and a merchant, including but not limited to, merchant
member agreements, instant payment service agreements, terminal lease
agreements, terminal authorization and draft deposit service agreements, instant
payment merchant agreements, guaranteed reservation

<PAGE>
 
                                                                              10

service agreements, merchant tape deposit service agreements, telephone and mail
order agreements, merchant agreement acceptance forms and applications for
merchant service, as such agreements have been amended from time to time
pursuant to which the Merchant undertakes to honor Cards and agrees to deposit
Card transaction records with CIBC and settles with CIBC for Card transactions
and other related services as may be set forth in or performed pursuant to any
such agreement.

          "Merchant Business": the business of accepting credit or debit card
           -----------------
transaction records in documentary or electronic form from merchants in
connection with the processing and clearing of such records for settlement and
payment to such merchants via Visa Canada or Visa International using the
processes and technologies used by the Borrower as of the date of this
Agreement.

          "Multiemployer Plan": a Plan that is a multiemployer plan as defined
           ------------------
in Section 4001(a)(3) of ERISA.

          "NDC": National Data Corporation, a Delaware corporation.
           ---

          "Net Proceeds of Capital Stock": any proceeds received or deemed
           -----------------------------
received by GPI or a GPI Consolidated Subsidiary in respect of the issuance or
sale of Capital Stock or conversion of any debt to Capital Stock, after
deducting therefrom all reasonable and customary costs and expenses incurred by
GPI or such GPI Consolidated Subsidiary directly in connection with such
issuance or sale of such Capital Stock or conversion of such debt. In the case
of an acquisition where some or all of the consideration for the acquisition is
Capital Stock, the amount of proceeds received or deemed received in respect of
such Capital Stock shall be equal to the shareholders' (or in the case of a
partnership or limited liability company, the partners' or members') equity of
the acquired entity immediately following the acquisition, as determined in
accordance with GAAP, less all non-cash, non-recurring charges required or
appropriate under GAAP to be taken by GPI or a GPI Consolidated Subsidiary as a
result of the acquisition, provided that in no instance shall "Net Proceeds of
Capital Stock" as so calculated be less than zero.

          "Non-Excluded Taxes": as defined in Section 2.13(a).
           ------------------

          "Non-U.S. Lender": as defined in Section 2.13(d).
           ---------------

          "Notes": the collective reference to any promissory note evidencing
           -----
Loans.

          "Obligations": the unpaid principal of and interest on (including
           -----------
interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, any other Loan
Document or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and

<PAGE>
 
                                                                              11

disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.

          "Other Taxes": any and all present or future stamp or documentary
           -----------
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

          "Overdraft Amounts": as defined in Section 2.1(b) hereof.
           -----------------

          "Overdraft Loans": as defined in Section 2.1(b) hereof.
           ---------------

          "Participant": as defined in Section 9.6(b).
           -----------

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
           ----
to Subtitle A of Title IV of ERISA (or any successor).

          "Person": an individual, partnership, corporation, limited liability
           ------
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

          "Plan": at a particular time, any employee benefit plan that is
           ----
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Pro Forma Balance Sheet": as defined in Section 4.1(j).
           -----------------------

          "Properties": as defined in Section 3.16(a).
           ----------

          "Redeemable Preferred Stock": of any Person means any preferred stock
           --------------------------
(or in the case of a limited liability company, the members' equivalent equity
interest) issued by such Person which is at any time prior to the Termination
Date either (i) mandatorily redeemable (by sinking fund or similar payments or
otherwise) or (ii) redeemable at the option of the holder thereof.

          "Reference Bank": Canadian Imperial Bank of Commerce.
           --------------

          "Register": as defined in Section 9.6(d).
           --------

          "Regulation U": Regulation U of the Board as in effect from time to
           ------------
time.

          "Reorganization": with respect to any Multiemployer Plan, the
           --------------
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

          "Reportable Event": any of the events set forth in Section 4043(c) of
           ----------------
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC
Reg. (S) 4043.

<PAGE>
 
                                                                              12

          "Required Lenders": at any time, the holders of more than 66 2/3% of
           ----------------
(a) until the Closing Date, the Commitments then in effect and (b) thereafter,
the sum of (i) the Available Commitments and the aggregate unpaid principal
amount of the Loans then outstanding.

          "Requirement of Law": as to any Person, the Certificate of
           ------------------
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Responsible Officer": the chief executive officer, president, chief
           -------------------
financial officer or Vice President of Finance and Planning of the Borrower or
GPI, as applicable, but in any event, with respect to financial matters, the
chief financial officer or Vice President of Finance and Planning of the
Borrower or GPI, as applicable.

          "SEC": the Securities and Exchange Commission, any successor thereto
           ---
and any analogous Governmental Authority.

          "Security Documents": the collective reference to the Guarantee and
           ------------------
Collateral Agreement, and all other security documents hereafter delivered to
the Administrative Agent granting a Lien on any property of any Person to secure
the obligations and liabilities of any Loan Party under any Loan Document.

          "Single Employer Plan": any Plan that is covered by Title IV of ERISA,
           --------------------
but that is not a Multiemployer Plan.

          "Solvent": when used with respect to any Person, means that, as of any
           -------
date of determination, (a) the amount of the "present fair saleable value" of
the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

          "Spin-Off": the distribution by NDC, on a tax-free basis, of all of
           --------
GPI's common stock to NDC's shareholders pursuant to a pro rata dividend to such
                                                       --- ----
shareholders.

          "Subsidiary": as to any Person, a corporation, partnership, limited
           ----------
liability company or other entity of which shares of stock or other ownership
interests having ordinary

<PAGE>
 
                                                                              13

voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

          "Subsidiary Guarantor": each Subsidiary of GPI that is a party to the
           --------------------
Guarantee and Collateral Agreement and each additional Subsidiary of GPI that
becomes a party thereto pursuant to Section 6.5.

          "Termination Date": March ___, 2002, as such date may be extended
           ----------------
pursuant to the provisions hereof, except if such date is not a Business Day,
the preceding Business Day.

          "Total Commitments": at any time, the aggregate amount of the
           -----------------
Commitments then in effect.

          "Total Loans": at any time, the aggregate amount of the Loans (other
           -----------
than any Overdraft Loans) of the Lenders outstanding at such time.

          "Transferee": any Assignee or Participant.
           ----------

          "United States": the United States of America.
           -------------

          "US Credit Facility": the Credit Agreement, dated as of January 31,
           ------------------
2001, among GPI, as Borrower, the banks and other financial institutions listed
on the signature pages thereto, 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, and the other documents evidencing such
credit facility.

          "U.S. Dollars" and "US$": dollars in the lawful currency of the United
           ------------       ---
States.

          "Visa Canada": Visa Canada Association, a corporation incorporated by
           -----------
letters pursuant to the Corporations Act of Ontario.

          "Visa Canada Receivables": all Accounts Receivables owing to the
           -----------------------
Borrower from Visa Canada.

          "Visa International": Visa International Service Association, a
           ------------------
corporation organized and existing under the laws of the State of Delaware.

          "Visa International Receivables": all Accounts Receivables owing to
           ------------------------------
the Borrower from Visa International.

<PAGE>
 
                                                                              14

          "Wholly Owned Subsidiary": as to any Person, any other Person all of
           -----------------------
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

          1.2  Other Definitional Provisions. (a) Unless otherwise specified
          ----------------------------------
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

          (b)  As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

          (c)  The words "hereof", "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

          (d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

          SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS

          2.1  Commitments. (a) Subject to the terms and conditions hereof, each
          ----------------
Lender severally agrees to make revolving credit loans ("Loans") to the Borrower
                                                         -----
from time to time during the Commitment Period in an aggregate principal amount
at any one time outstanding which does not exceed the amount of such Lender's
Commitment. During the Commitment Period the Borrower may use the Commitments by
borrowing, prepaying the Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof. The Loans may from time to time
be CIBC Offered Rate Loans or LIBOR Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with Section 2.2, or Canadian
Prime Rate Loans, in accordance with Section 2.10. For purposes of this Section
2.1(a), "Loans" shall not include Overdraft Loans.

          (b)  Subject to the terms and conditions hereof, each Lender will
consider in good faith, but without any obligation to advance funds in excess of
such Lender's Commitment, making revolving overdraft loans ("Overdraft Loans")
                                                             ---------------
to the Borrower from time to time in an aggregate principal amount at any one
time outstanding which, in any event, does not exceed the

<PAGE>
 
                                                                              15

amount that such Lender agreed to make available to the Borrower ("Overdraft
                                                                   ---------
Amounts"), if any, for Overdraft Loans. Each Lender's approval of any request
-------
for an Overdraft Loan will be subject to such Lender's customary lending
criteria and credit approval requirements, giving regard to, among other things,
the Borrower's circumstances prevailing at the time of approval. The Borrower
may use Overdraft Amounts by borrowing, prepaying the Overdraft Loans in whole
or in part, and reborrowing, all in accordance with the terms and conditions
hereof.

          (c)  The Borrower shall repay each Loan on the Maturity Date
applicable to such Loan.

          (d)  The Borrower shall not request Overdraft Loans unless the
Commitments have been fully drawn by the Borrower.

          2.2  Procedure for CIBC Offered Rate Loan Borrowing, LIBOR Loan
          ---------------------------------------------------------------
Borrowing and Overdraft Loan Borrowing. (a) The Borrower may borrow under the
--------------------------------------
Commitments for CIBC Offered Rate Loans during the applicable Commitment Period
on any Business Day. For each borrowing of a CIBC Offered Rate Loan, the
Borrower shall give the Administrative Agent notice (which notice must be
received by the Administrative Agent prior to 3:00 p.m., New York City time, 2
hours prior to the requested borrowing time) specifying the amount of Loans to
be borrowed and the requested borrowing date and time. Each borrowing of CIBC
Offered Rate Loans under the Commitments shall be in an amount equal to at least
C$1,000,000. The Administrative Agent shall promptly notify each Lender of each
such borrowing.

          (b)  The Borrower may borrow under the Commitments for LIBOR Loans
during the applicable Commitment Period on any Business Day. For each borrowing
of a LIBOR Loan, the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 3:00
p.m., New York City time, two Business Days prior to the requested borrowing
date) specifying (i) the amount of Loans to be borrowed, (ii) the requested
borrowing date and (iii) the respective amounts of each such Loan and the
respective lengths of the Interest Periods therefor. Each borrowing of LIBOR
Loans under the Commitments shall be in an amount equal to C$1,000,000 or a
whole multiple of C$500,000 in excess thereof.

          (c)  Subject to the terms and conditions hereof, the Borrower may
borrow Overdraft Loans in such amounts and at such times on such dates as may be
agreed upon between the Borrower and the relevant Lenders prior to the time of
making such Overdraft Loans.

          (d)  Upon receipt of any such notice of borrowing from the Borrower,
the Administrative Agent shall promptly notify each Lender thereof. Each Lender
will make the amount of it pro rata share of each borrowing available to the
                           --- ----
Administrative Agent for the account of the Borrower at the Funding Office prior
to 3:00 p.m., New York City time, on the borrowing date requested by the
Borrower in funds immediately to the Administrative Agent. Such borrowing will
then be made available o the Borrower by the Administrative Agent crediting the
account of the Borrower on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent.

<PAGE>
 
                                                                              16

          (e)  The Administrative Agent shall maintain on its books at its
Toronto office, accounts and records evidencing the Loans made available to the
Borrower by the Lenders under this Agreement. The Administrative Agent shall
record therein the amount of such Loans, each payment of principal and interest
made thereon, and all other amounts becoming due to the Lenders under this
Agreement, including commitment fees and all payments on account thereof. Such
accounts and records maintained by the Administrative Agent will constitute, in
the absence of manifest error, prima facie evidence of the indebtedness of the
Borrower to the Lenders pursuant to this Agreement, the date the Lenders made
each Loan available to the Borrower and the amounts the Borrower has paid from
time to time on account thereof.

          2.3  Commitment Fees, etc. (a) The Borrower agrees to pay to the
          -------------------------
Administrative Agent for the account of each Lender a commitment fee for the
period from and including the date hereof to the last day of the Commitment
Period, computed at the Commitment Fee Rate on the average daily amount of the
Available Commitment of such Lender during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June, September and
December and on the Termination Date, commencing on the first of such dates to
occur after the date hereof.

          (b)  The Borrower agrees to pay to the Administrative Agent the fees
in the amounts and on the dates previously agreed to in writing by the Borrower
and the Administrative Agent.

          2.4  Termination or Reduction of Commitments. The Borrower shall have
          --------------------------------------------
the right, upon not less than two Business Days' notice to the Administrative
Agent, to terminate the Commitments or, from time to time, to reduce the amount
of the Commitments; provided that no such termination or reduction of
                    --------
Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the Total Loans
would exceed the Total Commitments then in effect. Any such reduction shall be
in an amount equal to C$1,000,000, or a whole multiple thereof, and shall reduce
permanently the Commitments then in effect.

          2.5  Optional Prepayments. (a) The Borrower may at any time and from
          -------------------------
time to time prepay the LIBOR Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent at least
two Business Days prior thereto, which notice shall specify the date and amount
of prepayment; provided that if a LIBOR Loan is prepaid on any day other than
               --------
the last day of the Interest Period applicable thereto, the Borrower shall also
pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to such
date on the amount prepaid. Partial prepayments of LIBOR Loans shall be in an
aggregate principal amount of C$1,000,000 or a whole multiple thereof.

          (b)  The Borrower may at any time and from time to time prepay the
CIBC Offered Rate Loans and Canadian Prime Rate Loans, in whole or in part,
without premium or penalty by giving prior notice of such prepayment to the
Administrative Agent. Partial

<PAGE>
 
                                                                              17

prepayments of CIBC Offered Rate Loans and Canadian Prime Rate Loans shall be in
an aggregate principal amount of C$500,000 or a whole multiple thereof

          (c)  The Borrower may at any time and from time to time prepay the
Overdraft Loans as may be agreed upon between the Borrower and the relevant
Lenders at the time of making such Overdraft Loans.

          2.6  Mandatory Prepayments. (a) If a Change of Control occurs and the
          --------------------------
Administrative Agent provides the Borrower with written notice requesting the
cancellation and repayment of all outstanding Commitments and Loans hereunder,
the Borrower shall on or before the day which is 90 days after receipt by the
Borrower of such notice repay all amounts due and outstanding hereunder and the
Commitments shall be automatically canceled on such 90/th/ day.

          (b)  If the Borrower or the Administrative Agent shall receive any
proceeds from the CIBC Visa Receivables, such proceeds shall be applied
immediately, first, to prepay the then outstanding Overdraft Loans together with
             -----
any unpaid interest on the amounts prepaid, second, CIBC Offered Rate Loans
                                            ------
together with any unpaid interest on the amounts prepaid and third, to prepay
                                                             ----- 
the then outstanding Canadian Prime Rate Loans together with any unpaid interest
on the amounts prepaid.

          2.7  Limitations on LIBOR Loans. Notwithstanding anything to the
          -------------------------------
contrary in this Agreement, all borrowings of LIBOR Loans and all selections of
Interest Periods shall be in such amounts and be made pursuant to such elections
so that, (a) after giving effect thereto, the aggregate principal amount of the
LIBOR Loans comprising each LIBOR Loan shall be equal to the amounts set forth
in Section 2.2(b) and (b) no more than ten LIBOR Loans shall be outstanding at
any one time.

          2.8  Interest Rates and Payment Dates. (a) Each LIBOR Loan shall bear
          -------------------------------------
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the LIBO Adjusted Rate for such Loan plus the Applicable
Margin.

          (b)  Each CIBC Offered Rate Loan shall bear interest at a rate per
annum equal to the CIBC Offered Rate from time to time in effect plus the
Applicable Margin.

          (c)  Each Canadian Prime Rate Loan shall bear interest at a rate per
annum equal to the Canadian Prime Rate from time to time in effect plus the
Applicable Margin.

          (d)  Each Overdraft Loan shall bear interest at a rate per annum as
may be agreed upon between the Borrower and the relevant Lenders at the time of
making such Overdraft Loans.

          (e)  (i) If all or a portion of the principal amount of any Loan shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% or and (ii) if all or a portion of any
                           ----
interest payable on any Loan or any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue

<PAGE>
 
                                                                              18

amount shall bear interest at a rate per annum equal to the rate then applicable
to such Loans plus 2% (or, in the case of any such other amounts that do not
              ---- 
relate to a particular Loan, the Canadian Prime Rate plus 2%), in each case,
                                                     ----
with respect to clauses (i) and (ii) above, from the date of such non-payment
until such amount is paid in full (as well after as before judgment).

          (f)  Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
      --------
shall be payable from time to time on demand.

          2.9  Computation of Interest and Fees. (a) Interest and fees payable
          -------------------------------------
pursuant hereto on LIBOR Loans and CIBC Offered Rate Loans shall be calculated
on the basis of a 360-day year for the actual days elapsed, except that with
respect to Canadian Prime Rate Loans the rate of interest shall be calculated on
the basis of a 365-(or 366-day, as the case may be) day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of each determination of a LIBO Adjusted Rate.
Any change in the interest rate on a Loan resulting from a change in the
Canadian Prime Rate, CIBC Offered Rate or the LIBOR Reserve Requirements shall
become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Lenders of the effective date and the amount of
each such change in interest rate.

          (b)  Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.8(a).

          2.10 Inability to Determine Interest Rate. If prior to the borrowing
          -----------------------------------------
date of any LIBOR Loan or CIBC Offered Rate Loan:

          (a)  the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the LIBO Adjusted Rate or CIBC Offered Rate for such
borrowing period, or

          (b)  the Administrative Agent shall have received notice from the
Required Lenders that the LIBO Adjusted Rate or CIBC Offered Rate determined or
to be determined will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining their
affected Loans, then

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given, any LIBOR Loans or CIBC Offered Rate Loans requested to be made
on such borrowing date shall be made as Canadian Prime Rate Loans. Until such
notice has been withdrawn by the Administrative Agent, no further LIBOR Loans or
CIBC Offered Rate Loans shall be made or continued as such.

<PAGE>
 
                                                                              19

          2.11 Pro Rata Treatment and Payments. (a) Except as set forth in
          ------------------------------------
Section 9.15, each borrowing by the Borrower from the Lenders hereunder, each
payment by the Borrower on account of any commitment fee and any reduction of
the Commitments of the Lenders shall be made pro rata according to the relevant
                                             --- ----
Lender's Percentages.

          (b)  Except as set forth in Section 9.15, each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Loans, each payment in respect of fees payable hereunder shall be applied to the
amounts of such obligations owing to the Lenders pro rata according to their
                                                 --- ---- 
respective amounts then due and owing to the Lenders.

          (c)  All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 3:00 p.m., New
York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Canadian Dollars and in
immediately available funds. The Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on the LIBOR Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day. If any payment on a LIBOR Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day. In the case of any extension of
any payment of principal pursuant to the preceding sentence, interest thereon
shall be payable at the then applicable rate during such extension.

          (d)  Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the borrowing date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the daily average Canadian Prime Rate for the period until such
Lender makes such amount immediately available to the Administrative Agent. A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this paragraph shall be conclusive in the absence of
manifest error. If such Lender's share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days after such
borrowing date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to Canadian Prime
Rate Loans, on demand, from the Borrower.

          (e)  Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
           --- ---- 
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any

<PAGE>
 
                                                                              20

amount which was made available pursuant to the preceding sentence, such amount
with interest thereon at the rate per annum equal to the rate per annum
applicable to Canadian Prime Rate Loans. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.

          2.12 Requirements of Law. (a) If the adoption of or any change in any
          ------------------------
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:

               (i)   shall subject any Lender to any tax of any kind whatsoever
     with respect to this Agreement or any LIBOR Loan, CIBC Offered Rate Loan or
     Overdraft Loan made by it, or change the basis of taxation of payments to
     such Lender in respect thereof (except for Non-Excluded Taxes covered by
     Section 2.13 and changes in the rate of tax on the overall net income of
     such Lender);

               (ii)  shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against assets held
     by, deposits or other liabilities in or for the account of, advances, loans
     or other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender that is not otherwise included in the determination
     of the LIBO Adjusted Rate or CIBC Offered Rate; or

               (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making or maintaining
LIBOR Loans, CIBC Offered Rate Loans or Overdraft Loans, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the Borrower
shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this paragraph, it shall promptly notify the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so
entitled.

          (b)  If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such corporation for such reduction;
provided that the Borrower shall not be required to compensate a Lender pursuant
--------
to this paragraph for any amounts incurred more than six months prior to the
date that

<PAGE>
 
                                                                              21

such Lender notifies the Borrower of such Lender's intention to claim
compensation therefor; and provided further that, if the circumstances giving
                           -------- -------
rise to such claim have a retroactive effect, then such six-month period shall
be extended to include the period of such retroactive effect.

          (c)  A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

          2.13 Taxes. (a) All payments made by the Borrower under this Agreement
          ----------
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document). If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-
                                                                            ----
Excluded Taxes") or Other Taxes are required to be withheld from any amounts
--------------
payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
           --------  -------
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

          (b)  In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c)  Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

<PAGE>
 
                                                                              22

          (d)  Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
                                               ---------------
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

          (e)  A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
                                               --------
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

          (f)  The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

          2.14 Indemnity. The Borrower agrees to indemnify each Lender for, and
to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of LIBOR Loans after the Borrower has given a notice requesting the
same in accordance with the provisions of this Agreement, (b) default by the
Borrower in making any prepayment of LIBOR Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of LIBOR Loans on a day that is not the last day of an
Interest Period with respect thereto. Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of interest that would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of such borrowing period at the applicable
rate of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
                                            ----
reasonably determined by such

<PAGE>
 
                                                                              23

Lender) that would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
eurocurrency market. A certificate as to any amounts payable pursuant to this
Section submitted to the Borrower by any Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

          2.15 Renewal and Extension of Commitments. The Borrower shall be
          -----------------------------------------
permitted to request each Lender's approval for a renewal for two additional 
364-day periods by giving notice not more than 60 days prior to the Termination
Date then in effect, and each Lender shall respond to such request within 30
days of the Termination Date then in effect. Upon the receipt of a written
acceptance by each Lender in accordance with the preceding sentence, the
extension of the Commitments so requested hereunder shall become effective.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

          To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
the Administrative Agent and each Lender that:

          3.1  Financial Condition. The audited consolidated balance sheets of
          ------------------------
the NDC eCommerce business segment (reorganized as the Borrower) as of May 31,
2000 and May 31, 1999 and the related consolidated statements of income, changes
in shareholders' equity, and cash flows for each of the three years in the
period ended May 31, 2000 present fairly the consolidated financial condition of
the respective entities covered as at such date, and the consolidated results of
their operations and consolidated cash flows for the respective fiscal years
then ended. The consolidated balance sheet of the NDC eCommerce business segment
(reorganized as the Borrower) as of November 30, 2000 and the related
consolidated statements of income and cash flows for the Fiscal Quarter ending
November 30, 2000, present fairly the consolidated financial condition of the
respective entities covered as at such date, and the consolidated results of its
operations and its consolidated cash flows for the six-month period then ended
(subject to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by the aforementioned firm of accountants and disclosed
therein). No Loan Party has any material Guarantee Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph. During the period from May 31, 2000 to and
including the date hereof there has been no Disposition by any Loan Party of any
material part of its business or property.

          3.2  No Change. Since May 31, 2000, there has been no development or
          --------------
event that has had or could reasonably be expected to have a Material Adverse
Effect.

          3.3  Existence; Compliance with Law. Each Loan Party (a) is duly
          -----------------------------------
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization,

<PAGE>
 
                                                                              24

(b) has the power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and where the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          3.4  Power; Authorization; Enforceable Obligations. Each Loan Party
          --------------------------------------------------
has the power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and, in the case of the Borrower, to
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the Spin-Off and the extensions of credit hereunder or with
the execution, delivery, performance, validity or enforceability of this
Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 3.4, which consents, authorizations,
filings and notices have been obtained or made and are in full force and effect
and (ii) the filings referred to in Section 3.19. Each Loan Document has been
duly executed and delivered on behalf of each Loan Party party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

          3.5  No Legal Bar. The execution, delivery and performance of this
          -----------------
Agreement and the other Loan Documents, the borrowings hereunder and the use of
the proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of any Loan Party and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other
than the Liens created by the Security Documents). No Requirement of Law or
Contractual Obligation applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect.

          3.6  Litigation. No litigation, investigation or proceeding of or
          ---------------
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened by or against any Loan Party or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) that could
reasonably be expected to have a Material Adverse Effect.

          3.7  No Default. No Loan Party is in default under or with respect to
          ---------------
any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

<PAGE>
 
                                                                              25

          3.8   Ownership of Property; Liens. Each Loan Party has title in fee
          ----------------------------------
simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other property, and none of
such property is subject to any Lien except as permitted by Section 6.3.

          3.9   Intellectual Property. Each Loan Party owns, or is licensed to
          ---------------------------
use, all Intellectual Property necessary for the conduct of its business as
currently conducted. No material claim has been asserted and is pending by any
Person challenging or questioning the use of any Intellectual Property or the
validity or effectiveness of any Intellectual Property, nor does the Borrower
know of any valid basis for any such claim. The use of Intellectual Property by
each Group Member does not infringe on the rights of any Person in any material
respect.

          3.10  Taxes. Each Loan Party has filed or caused to be filed all
          -----------
Federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the relevant Loan
Party); as of the Closing Date, no tax Lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge.

          3.11  Federal Regulations. No part of the proceeds of any Loans, and
          -------------------------
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board. If
requested by any Lender or the Administrative Agent, the Borrower will furnish
to the Administrative Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

          3.12  ERISA. Neither a Reportable Event nor an "accumulated funding
          -----------
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely 

<PAGE>
 
                                                                              26

preceding the date on which this representation is made or deemed made. No such
Multiemployer Plan is in Reorganization or Insolvent.

          3.13  Investment Company Act; Other Regulations. No Loan Party is an
          -----------------------------------------------
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

          3.14  Subsidiaries. Except as disclosed to the Administrative Agent by
          ------------------
the Borrower in writing from time to time after the Closing Date, (a) Schedule
3.14 sets forth the name and jurisdiction of incorporation of each Subsidiary of
GPI and, as to each such Subsidiary of GPI, the percentage of each class of
Capital Stock owned by any Loan Party and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and
directors' qualifying shares) of any nature relating to any Capital Stock of GPI
or any of its Subsidiary, except as created by the Loan Documents.

          3.15  Use of Proceeds. The proceeds of the Loans shall be used to
          ---------------------
finance advances made by the Borrower to CIBC Merchants in the ordinary course
of its merchant card processing business and other Accounts Receivables arising
from advances made in the ordinary course of business.

          3.16  Environmental Matters. Except as, in the aggregate, could not
          ---------------------------
reasonably be expected to have a Material Adverse Effect:

          (a)  the facilities and properties owned, leased or operated by any
Loan Party (the "Properties") do not contain, and have not previously contained,
                 ----------
any Materials of Environmental Concern in amounts or concentrations or under
circumstances that constitute or constituted a violation of, or could give rise
to liability under, any Environmental Law;

          (b)  no Loan Party has received or is aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the business operated by any Loan Party (the
"Business"), nor does the Borrower have knowledge or reason to believe that any
 --------
such notice will be received or is being threatened;

          (c)  Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
that could give rise to liability under, any Environmental Law, nor have any
Materials of Environmental Concern been generated, treated, stored or disposed
of at, on or under any of the Properties in violation of, or in a manner that
could give rise to liability under, any applicable Environmental Law;

<PAGE>
 
                                                                              27

          (d)   no judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Loan Party is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;

          (e)   there has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Borrower and any of its Subsidiaries in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could give rise to liability under Environmental
Laws;

          (f)   the Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the Business; and

          (g)   no Loan Party has assumed any liability of any other Person
under Environmental Laws.

          3.17  Security Documents. (a) The Guarantee and Collateral Agreement
          ------------------------
is effective to create in favor of the Administrative Agent, for the benefit of
the Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the other Collateral
described in the Guarantee and Collateral Agreement, when financing statements
and other filings specified on Schedule 3.17(a) in appropriate form are filed in
the offices specified on Schedule 3.17(a), the Guarantee and Collateral
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral and the
proceeds thereof, as security for the Obligations (as defined in the Guarantee
and Collateral Agreement), in each case prior and superior in right to any other
Person (except Liens permitted by Section 6.3).

          3.18  Solvency. Each Loan Party is, and after giving effect to the
          --------------
Spin-Off and the incurrence of all Indebtedness and obligations being incurred
in connection herewith and therewith will be and will continue to be, Solvent.

          3.19  Material Agreements. Set forth on Schedule 3.19 hereto is a
          -------------------------
complete and correct list of all agreements, leases, indentures, purchase
agreements, obligations in respect of letters of credit guarantees, joint
venture agreements, and other instruments in effect or to be in effect as of the
Closing Date to which the Borrower, GPI or any Subsidiary Guarantor is a party,
which agreements, leases, indentures, purchase agreements, obligations, if
terminated or canceled for default, by acceleration or otherwise, could
reasonably be expected to have or cause a Material Adverse Effect.

<PAGE>
 
                                                                              28

                        SECTION 4. CONDITIONS PRECEDENT

          4.1  Conditions to Initial Extension of Credit. The agreement of each
          ----------------------------------------------
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Closing Date of the following conditions precedent:

          (a)  Credit Agreement; Guarantee and Collateral Agreement. The
               ----------------------------------------------------
Administrative Agent shall have received (i) this Agreement executed and
delivered by the Administrative Agent, the Borrower and each Person listed on
Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and
delivered by GPI, the Borrower and each Subsidiary Guarantor.

          (b)  Spin-Off, Acquisition, etc. The Spin-Off and the Acquisition
               --------------------------
shall have been consummated on terms and conditions reasonably satisfactory to
the Administrative Agent.

          (c)  Approvals. All governmental and third party approvals (including
               ---------
landlords' and other consents) necessary in connection with the Spin-Off, the
continuing operations of the Group Members and the transactions contemplated
hereby shall have been obtained and be in full force and effect, and all
applicable waiting periods shall have expired without any action being taken or
threatened by any competent authority that would restrain, prevent or otherwise
impose adverse conditions on the Spin-Off or the financing contemplated hereby.

          (d)  Lien Searches. The Administrative Agent shall have received the
               -------------
results of a recent lien search in the states of New York, Georgia and Ontario,
and such search shall reveal no liens on any of the assets of the Borrower
except for liens permitted by Section 6.3 or discharged on or prior to the
Closing Date pursuant to documentation satisfactory to the Administrative Agent.

          (e)  Fees. The Lenders and the Administrative Agent shall have
               ----
received all fees required to be paid, including an arrangement fee of C$225,000
payable to the Administrative Agent, and all expenses for which invoices have
been presented (including the reasonable fees and expenses of legal counsel), on
or before the Closing Date. All such amounts will be paid with proceeds of Loans
made on the Closing Date and will be reflected in the funding instructions given
by the Borrower to the Administrative Agent on or before the Closing Date.

          (f)  Closing Certificate. The Administrative Agent shall have received
               -------------------
a certificate of each Loan Party, dated the Closing Date, substantially in the
form of Exhibit C, with appropriate insertions and attachments.

          (g)  Legal Opinions. The Administrative Agent shall have received the
               --------------
following executed legal opinions:

               (i)  the legal opinion of Alston & Bird L.L.P., counsel to the
     Borrower and its Subsidiaries, substantially in the form of Exhibit E-1;

<PAGE>
 
                                                                              29

               (ii)  the legal opinion of Suellyn P. Tornay, Esq., general
     counsel of the Borrower and its Subsidiaries, substantially in the form of
     Exhibit E-2; and

               (iii) the legal opinion of Blake, Cassels & Graydon LLP, special
     Canadian counsel to the Administrative Agent, substantially in the form of
     Exhibit E-3.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

          (h)  Filings, Registrations and Recordings. Each document (including
               -------------------------------------
any Uniform Commercial Code financing statement) required by the Security
Documents or under law or reasonably requested by the Administrative Agent to be
filed, registered or recorded in order to create in favor of the Administrative
Agent, for the benefit of the Lenders, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than
with respect to Liens expressly permitted by Section 6.3), shall be in proper
form for filing, registration or recordation.

          (i)  US Credit Facility. The Administrative Agent shall have received
               ------------------
evidence in form and substance satisfactory to it that the US Credit Facility
has been executed and delivered by all parties thereto and that all conditions
precedent for borrowing thereunder have been satisfied.

          (j)  GPI Pro Forma Balance Sheet. The Administrative Agent shall have
               ---------------------------
received a pro forma consolidated balance sheet dated as of January 31, 2001 for
GPI and its Subsidiaries after giving effect to the Spin-off, reflecting a
Consolidated Net Worth for GPI of not less than $120,000,000.

          4.2  Conditions to Each Extension of Credit. The agreement of each
               --------------------------------------
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

          (a)  Representations and Warranties. Each of the representations and
               ------------------------------
     warranties made by any Loan Party in or pursuant to the Loan Documents
     shall be true and correct on and as of such date as if made on and as of
     such date except to the extent that such representations and warranties
     relate solely to an earlier date, in which such representations and
     warranties shall be true and correct as of such earlier date.

          (b)  No Default. No Default or Event of Default shall have occurred
               ----------
     and be continuing on such date or after giving effect to the extensions of
     credit requested to be made on such date.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit that the
conditions contained in this Section 4.2 have been satisfied.

<PAGE>
 
                                                                              30

                      SECTION 5.  AFFIRMATIVE COVENANTS.

          The Borrower hereby agrees that, so long as the Commitments remain in
effect or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:

          5.1  Financial Statements. Furnish to the Administrative Agent and
               --------------------
          each Lender:

          (a)  as soon as available, but in any event within 95 days after the
     end of each fiscal year of GPI, a copy of the audited consolidated balance
     sheet of GPI and its consolidated Subsidiaries as at the end of such year
     and the related audited consolidated statements of income and of cash flows
     for such year, setting forth in each case in comparative form the figures
     for the previous year, reported on without a "going concern" or like
     qualification or exception, or qualification arising out of the scope of
     the audit, by Arthur Andersen LLP or other independent certified public
     accountants of nationally recognized standing (provided, that delivery
                                                    --------   
     pursuant to Section 5.2(e) below of copies of the Annual Report on Form 10-
     K of GPI for such fiscal year filed with the SEC shall be deemed to satisfy
     the requirements of this Section 5.1(a) with respect to GPI);

          (b)  as soon as available, but in any event not later than 50 days
     after the end of each of the first three quarterly periods of each fiscal
     year of GPI, the unaudited consolidated balance sheet of (i) GPI and its
     consolidated Subsidiaries and (ii) GPS and its Consolidated Subsidiaries,
     both as at the end of such quarter and the related unaudited consolidated
     statements of income and of cash flows for such quarter and the portion of
     the fiscal year through the end of such quarter, setting forth in each case
     in comparative form the figures for the previous year, certified by a
     Responsible Officer as being fairly stated in all material respects
     (subject to normal year-end audit adjustments) (provided, that delivery
                                                     --------
     pursuant to Section 5.2(e) below of copies of the Quarterly Report on Form
     10-Q of GPI for such fiscal quarter filed with the SEC shall be deemed to
     satisfy the requirements of this Section 5.1(b) with respect to GPI); and

          (c)  as soon as available, but in any event not later than 95 days
     after the end of each fiscal year of the Borrower, the unaudited
     consolidated balance sheet of the Borrower and its consolidated
     Subsidiaries as at the end of such year and the related unaudited
     consolidated statements of income and of cash flows for such year, setting
     forth in each case in comparative form the figures for the previous year,
     certified by a Responsible Officer as being fairly stated in all material
     respects.

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

<PAGE>
 
                                                                              31

          5.2  Certificates; Other Information. Furnish to the Administrative
          ------------------------------------
Agent and each Lender (or, in the case of clause (g), to the relevant Lender):

          (a)  within 5 Business Days of the delivery of the financial
statements referred to in Section 5.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating that
in making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such certificate;

          (b)  concurrently with the delivery of any financial statements
pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating
that, to the best of each such Responsible Officer's knowledge, each Loan Party
during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and the
other Loan Documents to which it is a party to be observed, performed or
satisfied by it, and that such Responsible Officer has obtained no knowledge of
any Default or Event of Default except as specified in such certificate and (ii)
a Compliance Certificate containing all information and calculations necessary
for determining compliance with Section 6.1 as of the last day of the fiscal
quarter or fiscal year of the Borrower, as the case may be;

          (c)  as soon as available, but in any event not later than 15 Business
Days after the end of each month occurring during each fiscal year of the
Borrower, a Borrowing Base Certificate containing all information and
calculations necessary for determining compliance with Section 6.2;

          (d)  no later than 10 Business Days prior to the effectiveness
thereof, copies of substantially final drafts of any proposed amendment,
supplement, waiver or other modification with respect to the Spin-Off
documentation;
     
          (e)  within five days after the same are sent, copies of all financial
statements and reports that GPI or the Borrower sends to the holders of any
class of its debt securities or public equity securities and, within five days
after the same are filed, copies of all financial statements and reports that
GPI or the Borrower may make to, or file with, the SEC;

          (f)  as soon as possible, notice of any Subsidiary of GPI becoming a
Subsidiary Guarantor under the US Credit Facility; and

          (g)  promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

          5.3  Payment of Obligations. Pay, discharge or otherwise satisfy at or
          ---------------------------
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or any of its Subsidiaries.

          5.4  Maintenance of Existence; Compliance. (a)(i) Preserve, renew and
          -----------------------------------------
keep in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise not prohibited herein and except, in the case of clause (ii)

<PAGE>
 
                                                                              32

above, to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (b) comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

          5.5  Maintenance of Property; Insurance. (a) Keep all property useful
          ---------------------------------------
and necessary in its business in good working order and condition, ordinary wear
and tear excepted and (b) maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks (but including in any event public liability,
product liability and business interruption) as are usually insured against in
the same general area by companies engaged in the same or a similar business.

          5.6  Books and Records; Discussions. (a) Keep proper books of records
          -----------------------------------
and account in which full, true and correct entries in conformity with GAAP and
all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities and (b) permit representatives of any
Lender, after notice to an officer of the Borrower (and at the expense of such
Lender for any two visits per fiscal year when no Event of Default shall be
outstanding) to visit (which date of visit shall be two Business Days after the
date such request is made or any earlier date as may be mutually agreed to by
the Borrower and such Lender) and inspect any of its properties and examine and
make abstracts from any of its books and records at any reasonable time and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Borrower or any of its
Subsidiaries with officers and employees of the Borrower or any of its
Subsidiaries and with its independent certified public accountants.
Notwithstanding the foregoing, during any period in which a Default or Event of
Default is not in existence, no Lender may engage in (i) more than two
inspections per fiscal year or (ii) discussions with the Borrower's independent
public accountants, unless the Borrower shall have otherwise consented to the
same.

          5.7  Notices. Promptly give notice to the Administrative Agent and
          ------------
each Lender of:

          (a)  the occurrence of any Default or Event of Default;

          (b)  any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding that may exist at any time between the Borrower or
any of its Subsidiaries and any other Person, that in either case, if not cured
or if adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect;

          (c)  the following events, as soon as possible and in any event within
30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence of any Reportable Event with respect to any Plan, a failure to make
any required contribution to a Plan, the creation of any Lien in favor of the
PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or
the taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination, Reorganization or Insolvency of, any Plan; and

<PAGE>
 
                                                                              33

          (d)   any development or event that has had or could reasonably be
expected to have a Material Adverse Effect.

          Each notice pursuant to this Section 5.7 shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with
respect thereto.

          5.8   Environmental Laws. (a) Comply in all material respects with,
          ------------------------
and ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply in all
material respects with and maintain, and ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

          (b)   Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws.

          5.9   Cash Collateral Account Agreement. In the event that the
          ---------------------------------------
Borrower has a right to receive payments made in respect of CIBC Visa
Receivables directly from Visa Canada and/or Visa International, prior to the
Borrower's receipt of any such payments, enter into a cash collateral account
agreement, in form and substance satisfactory to the Borrower and the
Administrative Agent, providing for the deposit of such payments into an account
in the exclusive dominion and control of the Administrative Agent which shall
hold such amounts and will be administered subject to the terms and conditions
of the cash collateral account agreement.

          5.10  Accounts. Deposit all payments made in respect of the CIBC Visa
          --------------
Receivables and the Borrower's Obligations in bank accounts maintained by the
Borrower with the Administrative Agent solely for purposes of collecting such
amounts.

                        SECTION 6.  NEGATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments remain in
effect or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall not, and shall not permit any of its
Subsidiaries (and, with respect to Section 6.1, GPI) to, directly or indirectly:
     
          6.1   GPI Tangible Net Worth. Permit the Consolidated Net Worth, as at
          ----------------------------
the end of any Fiscal Quarter, to be less than the sum of (i) US$117,000,000
plus (ii) 50% of cumulative Consolidated Net Income earned in each Fiscal
Quarter beginning with the first Fiscal Quarter ending after the Closing Date
(taken as one accounting period), but excluding from such calculations of
Consolidated Net Income for purposes of this clause (ii), any Fiscal Quarter in
which the Consolidated Net Income is negative, plus (iii) 100% of the cumulative
Net Proceeds of Capital Stock received during the period from the Closing Date,
through the date of calculation plus (iv) 100% of the increase to Consolidated
Net Worth during the period from the

<PAGE>
 
                                                                              34

Closing Date through the date of calculation resulting from the conversion of
Debt into equity interests.

          6.2  Collateral Coverage Ratio. Permit, for any calendar month, the
          ------------------------------
ratio of (a) the Average Outstanding CIBC Visa Receivables for such month to (b)
the Average Outstanding Loans outstanding to be less than 1.3 to 1.0 at any
time.

          6.3  Liens. Create, incur, assume or suffer to exist any Lien upon any
          ----------
of its property, whether now owned or hereafter acquired, except:

          (a)  Liens on property not constituting the Collateral; and

          (b)  Liens created pursuant to the Security Documents.

          6.4  Transactions with Affiliates. Except as set forth on Schedule
          ---------------------------------
6.4, enter into any transaction, including any purchase, sale, lease or exchange
of property, the rendering of any service or the payment of any management,
advisory or similar fees, with any Affiliate (other than GPI or any Wholly Owned
Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under
this Agreement, (b) in the ordinary course of business of the relevant Group
Member, and (c) upon fair and reasonable terms no less favorable to the relevant
Group Member than it would obtain in a comparable arm's length transaction with
a Person that is not an Affiliate.

          6.5  Additional Subsidiary Guarantors. Permit any Subsidiary of GPI to
          -------------------------------------
become a Subsidiary Guarantor under the US Credit Facility, unless such
Subsidiary shall, within 10 Business Days of becoming a Subsidiary Guarantor
under the US Credit Facility, become a Subsidiary Guarantor hereunder pursuant
to the terms of the Guarantee and Collateral Agreement.

                        SECTION 7.  EVENTS OF DEFAULT 

          If any of the following events shall occur and be continuing:

          (a)  the Borrower shall fail to pay any principal of any Loan when due
     in accordance with the terms hereof; or the Borrower shall fail to pay any
     interest on any Loan within three Business Days after any such interest
     becomes due; or the Borrower shall fail to pay any fee or any other amount
     payable hereunder within five Business Days after such fee or amount
     becomes due; or

          (b)  any representation or warranty made or deemed made by any Loan
     Party herein or in any other Loan Document or that is contained in any
     certificate, document or financial or other statement furnished by it at
     any time under or in connection with this Agreement or any such other Loan
     Document shall prove to have been inaccurate in any material respect on or
     as of the date made or deemed made; or

          (c)  any Loan Party shall default in the observance or performance of
     any agreement contained in clause (i) or (ii) of Section 5.4(a) (with
     respect to the Borrower 

<PAGE>
 
                                                                              35

     only), Section 5.7(a) or Section 6 of this Agreement or Section 5.4 of the
     Guarantee and Collateral Agreement; or

          (d)  any Loan Party shall default in the observance or performance of
     any other agreement contained in this Agreement or any other Loan Document
     (other than as provided in paragraphs (a) through (c) of this Section), and
     such default shall continue unremedied for a period of 30 days after notice
     to the Borrower from the Administrative Agent or the Required Lenders; or

          (e)  an Event of Default shall exist under the US Credit Facility; or

          (f)  the Borrower and any of its Subsidiaries shall (i) default in
     making any payment of any principal of any Indebtedness (including any
     Guarantee Obligation, but excluding the Loans) on the scheduled or original
     due date with respect thereto; or (ii) default in making any payment of any
     interest on any such Indebtedness beyond the period of grace, if any,
     provided in the instrument or agreement under which such Indebtedness was
     created; or (iii) default in the observance or performance of any other
     agreement or condition relating to any such Indebtedness or contained in
     any instrument or agreement evidencing, securing or relating thereto, or
     any other event shall occur or condition exist, the effect of which default
     or other event or condition is to cause, or permit the holder or
     beneficiary of such Indebtedness (or a trustee or agent on behalf of such
     holder or beneficiary) to cause, with the giving of notice if required,
     such Indebtedness to become due prior to its stated maturity or (in the
     case of any such Indebtedness constituting a Guarantee Obligation) to
     become payable; provided, that a default, event or condition described in
                     --------
     clause (i), (ii) or (iii) of this paragraph (f) shall not at any time
     constitute an Event of Default unless, at such time, one or more defaults,
     events or conditions of the type described in clauses (i), (ii) and (iii)
     of this paragraph (e) shall have occurred and be continuing with respect to
     Indebtedness the outstanding principal amount of which exceeds in the
     aggregate US$5,000,000; or

          (g)  (i) any Group Member shall commence any case, proceeding or other
     action (A) under any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian, conservator
     or other similar official for it or for all or any substantial part of its
     assets, or any Group Member shall make a general assignment for the benefit
     of its creditors; or (ii) there shall be commenced against any Group Member
     any case, proceeding or other action of a nature referred to in clause (i)
     above that (A) results in the entry of an order for relief or any such
     adjudication or appointment or (B) remains undismissed, undischarged or
     unbonded for a period of 60 days; or (iii) there shall be commenced against
     any Group Member any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, distraint or similar process against all
     or any substantial part of its assets that results in the entry of an order
     for any such relief that shall not have been vacated, discharged, or stayed
     or bonded pending appeal within 60 days from the entry thereof; or (iv) any
     Group Member shall take any 

<PAGE>
 
                                                                              36

     action in furtherance of, or indicating its consent to, approval of, or
     acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
     above; or (v) any Group Member shall generally not, or shall be unable to,
     or shall admit in writing its inability to, pay its debts as they become
     due; or

          (h)  (i) any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan; and in each case in clauses (i) through (vi) above, such event
     or condition, together with all other such events or conditions, if any,
     could, in the sole judgment of the Required Lenders, reasonably be expected
     to have a Material Adverse Effect; or

          (i)  one or more judgments or decrees shall be entered against any
     Group Member involving in the aggregate a liability (not paid or fully
     covered by insurance as to which the relevant insurance company has
     acknowledged coverage) of US$5,000,000 or more, and all such judgments or
     decrees shall not have been vacated, discharged, stayed or bonded pending
     appeal within 30 days from the entry thereof; or

          (j)  any of the Security Documents shall cease, for any reason, to be
     in full force and effect, or any Loan Party or any Affiliate of any Loan
     Party shall so assert, or any Lien created by any of the Security Documents
     shall cease to be enforceable and of the same effect and priority purported
     to be created thereby; or

          (k)  the guarantee contained in Section 2 of the Guarantee and
     Collateral Agreement shall cease, for any reason, to be in full force and
     effect or any Loan Party or any Affiliate of any Loan Party shall so
     assert; or

          (l)  the US Credit Facility shall have expired or been terminated or
     cancelled, or otherwise cease to be in full force or effect without being
     replaced or refinanced by a credit facility satisfactory to the Required
     Lenders;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents shall immediately become due and 

<PAGE>
 
                                                                              37

payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents to be due and payable forthwith, whereupon the same
shall immediately become due and payable. Except as expressly provided above in
this Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

                     SECTION 8. THE ADMINISTRATIVE AGENT 

          8.1  Appointment. Each Lender hereby irrevocably designates and
          ----------------
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

          8.2  Delegation of Duties. The Administrative Agent may execute any of
          -------------------------
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

          8.3  Exculpatory Provisions. Neither the Administrative Agent nor any
          ---------------------------
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and non-appealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of 

<PAGE>
 
                                                                              38

any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of any Loan
Party.

          8.4  Reliance by Administrative Agent. The Administrative Agent shall
          -------------------------------------
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to GPI or the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

          8.5  Notice of Default. The Administrative Agent shall not be deemed
          ----------------------
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
          --------
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

          8.6  Non-Reliance on Agents and Other Lenders. Each Lender expressly
          ---------------------------------------------
acknowledges that neither the Administrative Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of a
Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or 

<PAGE>
 
                                                                              39

any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their affiliates. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of any Loan Party or any
affiliate of a Loan Party that may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

          8.7  Indemnification. The Lenders agree to indemnify the
          --------------------
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or
omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
           --------
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the Administrative Agent's gross negligence or willful misconduct. The
agreements in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.

          8.8  The Administrative Agent in Its Individual Capacity. The
          --------------------------------------------------------
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Loan Party as though the
Administrative Agent were not the Administrative Agent. With respect to its
Loans made or renewed by it, the Administrative Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not the Administrative Agent, and the
terms "Lender" and "Lenders" shall include the Administrative Agent in its
individual capacity.

          8.9  Successor Administrative Agent. The Administrative Agent may
          -----------------------------------
resign as Administrative Agent upon 10 days' notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 7(a)

<PAGE>
 
                                                                              40

or Section 7(f) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                           SECTION 9. MISCELLANEOUS

          9.1  Amendments and Waivers. Neither this Agreement, any other Loan 
          ---------------------------
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 9.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
              --------  -------
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, reduce the stated rate of any
interest or fee payable hereunder (except in connection with the waiver of
applicability of any post-default increase in interest rates or extend the
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender's Commitment, in each case without the written
consent of each Lender directly affected thereby; (ii) eliminate or reduce the
voting rights of any Lender under this Section 9.1 without the written consent
of such Lender; (iii) reduce any percentage specified in the definition of
Required Lenders, consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement and the other Loan Documents,
release all or substantially all of the Collateral or release GPI or all or
substantially all of the Subsidiary Guarantors from their obligations under the
Guarantee and Collateral Agreement, in each case without the written consent of
all Lenders; (iv) reduce the percentage specified in the definition of Required
Lenders without the written consent of all Lenders; or (v) amend, modify or
waive any provision of Section 9 without the written consent of the
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Administrative Agent and all future
holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders
and the

<PAGE>
 
                                                                              41

Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

          9.2  Notices. All notices, requests and demands to or upon the
          ------------
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

     Borrower:                     National Data Payment Systems, Inc.
                                   Four Corporate Square
                                   Atlanta, Georgia 30329-2009
                                   Attention: Suellyn P. Tornay, Esq.
                                   Telecopy:  404-728-2990
                                   Telephone: 404-728-2294

     Administrative Agent:         Canadian Imperial Bank of Commerce
                                   425 Lexington Avenue
                                   New York, New York 10017
                                   Attention: Howard Palmer
                                   Telecopy: 212-856-3761
                                   Telephone: 212-856-35049

     With a Copy to:               Canadian Imperial Bank of Commerce
                                   BCE Place
                                   161 Bay Street, 8/th/ Floor
                                   Toronto, Ontario M5J 2S8
                                   Attention:  Robert Gill
                                   Telecopy: 416-956-3810
                                   Telephone:416-956-3828

provided that any notice, request or demand to or upon the Administrative Agent
--------
or the Lenders shall not be effective until received.

          9.3  No Waiver; Cumulative Remedies. No failure to exercise and no
          -----------------------------------
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

<PAGE>
 
                                                                              42

          9.4  Survival of Representations and Warranties. All representations
          -----------------------------------------------
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

          9.5  Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
          ----------------------------------
reimburse the Administrative Agent for all its out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent and filing and recording fees and expenses, with statements
with respect to the foregoing to be submitted to the Borrower prior to the
Closing Date (in the case of amounts to be paid on the Closing Date) and from
time to time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender
and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any such other documents, including the
fees and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent, (c)
to pay, indemnify, and hold each Lender and the Administrative Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, that may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to indemnify the
Administrative Agent, the Lenders, and each affiliate thereof and their
respective directors, officers and employees (each, an "Indemnitee") from, and
                                                        ----------
hold each of them harmless against, any and all losses, liabilities, claims or
damages to which any of them may become subject, insofar as such losses,
liabilities, claims or damages arise out of or result from any actual or
proposed use by the Borrower of the proceeds of any Loan hereunder or breach by
the Borrower of this Agreement or any other Loan Document or from any
investigation, litigation or other proceeding (including any threatened
investigation or proceeding) relating to the foregoing, and the Borrower shall
reimburse each Indemnitee, upon demand (but no more frequently than every fiscal
quarter) for any reasonable expenses (including, without limitation, reasonable
legal fees) incurred in connection with any such investigation or proceeding
(all the foregoing in this clause (d), collectively, the "Indemnified
                                                          -----------
Liabilities"), provided, that the Borrower shall have no obligation hereunder to
-----------    --------
any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee. Without limiting the foregoing, and to
the extent permitted by applicable law, the Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 9.5 shall
be payable not later than 10 days after written demand therefor. Statements
payable by

<PAGE>
 
                                                                              43

the Borrower pursuant to this Section 9.5 shall be submitted to Suellyn P.
Tornay, Esq. (Telephone No. 404-728-2294) (Telecopy No. 404-728-2990), at the
address of the Borrower set forth in Section 9.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to
the Administrative Agent. The agreements in this Section 9.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

          9.6  Successors and Assigns; Participations and Assignments. (a) This
          -----------------------------------------------------------
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Administrative Agent, all future holders of the Loans and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

          (b)  Any Lender may, without the consent of the Borrower, in
accordance with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating interests
                                         -----------
in any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement and the other Loan Documents. In no event shall any Participant
under any such participation have any right to approve any amendment or waiver
of any provision of any Loan Document, or any consent to any departure by any
Loan Party therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Loans or any fees
payable hereunder, or postpone the date of the final maturity of the Loans, in
each case to the extent subject to such participation. The Borrower agrees that
if amounts outstanding under this Agreement and the Loans are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement, provided that, in purchasing such
                                  --------
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as
if it were a Lender hereunder. The Borrower also agrees that each Participant
shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 with respect
to its participation in the Commitments and the Loans outstanding from time to
time as if it was a Lender; provided that, in the case of Section 2.13, such
                            --------
Participant shall have complied with the requirements of said Section and
provided, further, that no Participant shall be entitled to receive any greater
--------  -------
amount pursuant to any such Section than the transferor Lender would have been
entitled to receive in respect of the amount of the participation transferred by
such transferor Lender to such Participant had no such transfer occurred.

          (c)  Any Lender (an "Assignor") may, in accordance with applicable
                               --------
law, at any time and from time to time assign to any Lender or any Lender
Affiliate or, with the consent of the Borrower and the Administrative Agent
(which, in each case, shall not be unreasonably

<PAGE>
 
                                                                              44

withheld or delayed), to an additional bank, financial institution or other
entity (an "Assignee") all or any part of its rights and obligations under this
            --------
Agreement and the other Loan Documents pursuant to an Assignment and Acceptance,
executed by such Assignee, such Assignor and any other Person whose consent is
required pursuant to this paragraph, and delivered to the Administrative Agent
for its acceptance and recording in the Register; provided that, unless
                                                  --------
otherwise agreed by the Borrower and the Administrative Agent, no such
assignment to an Assignee (other than any Lender or any Lender Affiliate) shall
be in an aggregate principal amount of less than C$5,000,000, in each case
except in the case of an assignment of all of a Lender's interests under this
Agreement. For purposes of the proviso contained in the preceding sentence, the
amount described therein shall be aggregated in respect of each Lender and its
Lender Affiliates, if any. Any such assignment must be ratable as among the
Commitments. Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment and/or Loans as set forth therein, and (y) the
Assignor thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of an Assignor's rights and
obligations under this Agreement, such Assignor shall cease to be a party
hereto). Notwithstanding any provision of this Section 9.6, the consent of the
Borrower shall not be required for any assignment that occurs when an Event of
Default shall have occurred and be continuing.

          (d)  The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in Section 9.2 a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the recordation
                                                --------
of the names and addresses of the Lenders and the Commitment of, and the
principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, each other Loan Party, the Administrative Agent and the
Lenders shall treat each Person whose name is recorded in the Register as the
owner of the Loans and any Notes evidencing the Loans recorded therein for all
purposes of this Agreement. Any assignment of any Loan, whether or not evidenced
by a Note, shall be effective only upon appropriate entries with respect thereto
being made in the Register (and each Note shall expressly so provide). Any
assignment or transfer of all or part of a Loan evidenced by a Note shall be
registered on the Register only upon surrender for registration of assignment or
transfer of the Note evidencing such Loan, accompanied by a duly executed
Assignment and Acceptance, and thereupon one or more new Notes shall be issued
to the designated Assignee.

          (e)  Upon its receipt of an Assignment and Acceptance executed by an
Assignor, an Assignee and any other Person whose consent is required by Section
9.6(c), together with payment to the Administrative Agent of a registration and
processing fee of US$4,000, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto.

          (f)  For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this Section 9.6 concerning assignments relate only to
absolute assignments and

<PAGE>
 
                                                                              45

that such provisions do not prohibit assignments creating security interests,
including any pledge or assignment by a Lender to any Federal Reserve Bank in
accordance with applicable law.

          (g)  The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (f) above.

          9.7  Adjustments; Set-off. (a) Except to the extent that this
          -------------------------
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders, if any Lender (a "Benefited Lender") shall receive any
                                     ----------------
payment of all or part of the Obligations owing to it, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in Section 7(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of the Obligations owing to
such other Lender, such Benefited Lender shall purchase for cash from the other
Lenders a participating interest in such portion of the Obligations owing to
each such other Lender, or shall provide such other Lenders with the benefits of
any such collateral, as shall be necessary to cause such Benefited Lender to
share the excess payment or benefits of such collateral ratably with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
         --------  -------
benefits is thereafter recovered from such Benefited Lender, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest.

          (b)  In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower, as the case may be. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
                                            -------- 
such notice shall not affect the validity of such setoff and application.

          9.8  Counterparts. This Agreement may be executed by one or more of
          -----------------
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

          9.9  Severability. Any provision of this Agreement that is prohibited
          -----------------
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

<PAGE>
 
                                                                              46

          9.10  Integration. This Agreement and the other Loan Documents
          -----------------
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

          9.11  GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
          -------------------
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          9.12  Submission To Jurisdiction; Waivers. The Borrower hereby
          -----------------------------------------
irrevocably and unconditionally:

          (a)   submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States for the Southern District of New York,
and appellate courts from any thereof;

          (b)   consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c)   agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Borrower, at
its address set forth in Section 9.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

          (d)  agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

          (e)  waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

          9.13  Acknowledgements.  The Borrower hereby acknowledges that:
                ----------------

          (a)   it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

          (b)   neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

<PAGE>
 
                                                                              47

          (c)   no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.
     
          9.14  Releases of Guarantees and Liens. At such time as the Loans and
          --------------------------------------
the other obligations under the Loan Documents (other than obligations under or
in respect of Hedge Agreements) shall have been paid in full, the Commitments
have been terminated, the Collateral shall be released from the Liens created by
the Security Documents, and the Security Documents and all obligations (other
than those expressly stated to survive such termination) of the Administrative
Agent and each Loan Party under the Security Documents shall terminate, all
without delivery of any instrument or performance of any act by any Person.

          9.15  Replacement of Lenders. If any Lender demands payment of amounts
          ----------------------------
pursuant to Sections 2.12 or 2.13 that exceed comparable amounts being demanded
by the other Lenders in respect of the circumstances described in either such
Section, the Borrower may, in its sole discretion and at its sole expense, on 10
Business Days' prior notice to the Administrative Agent and the affected Lender,
(i) cause such Lender to (and such Lender shall) assign, pursuant to Section
9.6(c), all of its rights and obligations under this Agreement to a financial
institution designated by the Borrower that is willing to become a Lender, or
(ii) reduce such Lender's Commitment to zero (such that the Total Commitments
are reduced by the amount of such Lender's Commitment). An assignment occurring
pursuant to clause (i) above shall be made upon payment to the assigning Lender
of an amount equal to the outstanding principal amount of the Loans payable to
such Lender plus all accrued but unpaid interest on such Loans, all accrued but
            ----
unpaid fees with respect to such Lender's Commitment and all other amounts
payable to such Lender under this Agreement. A reduction in the affected
Lender's Commitment occurring pursuant to clause (ii) above shall be made upon
payment by the Borrower to the affected Lender of an amount equal to the
outstanding principal amount of the Loans payable to such Lender plus all
                                                                 ----
accrued but unpaid interest on such Loans, all accrued but upaid fees with
respect to such Lender's Commitment and all other amounts payable to such Lender
under this Agreement.

          9.17  WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
          ---------------------------
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


                                   NATIONAL DATA PAYMENT SYSTEMS, INC., 
                                   as the Borrower

                                   By: /s/ James G. Kelly
                                      ----------------------------------  
                                      Name:  James G. Kelly
                                      Title:


                                   CANADIAN IMPERIAL BANK OF 
                                   COMMERCE, as Administrative Agent

                                   By: /s/ Robert Gill
                                      ----------------------------------  
                                      Name:  Robert Gill
                                      Title:


                                   By: /s/ Vlada Dekina
                                      ----------------------------------  
                                      Name: Vlada Dekina
                                      Title:


                                   CANADIAN IMPERIAL BANK OF 
                                   COMMERCE, NEW YORK AGENCY, as a 
                                   Lender

                                   By: /s/ Howard Palmer
                                      ----------------------------------  
                                      Name:  Howard Palmer
                                      Title:

<PAGE>
 
                                                                   Schedule 1.1A
                                                                   -------------

                                  Commitments
                                  ----------- 


Lender                            Commitments
------                            -----------
CIBC                              C$140,000,000

<PAGE>
 
                                                                    Schedule 3.4
                                                                    ------------

             Consents, Authorizations, Filings and Notices 
             ---------------------------------------------

Filings

1.   The registration statement on Form 10 filed by the Borrower with the
     Securities and Exchange Commission in respect of the Spin-off on September
     8, 2000, as amended by each of Amendment No. 1 filed on October 27, 2000,
     Amendment No. 2 filed on November 2, 2000, Amendment No. 3 filed on
     December 1, 2000, Amendment No. 4 filed on December 13, 2000, and Amendment
     No. 5 filed on December 28, 2000, all as effective on January 2, 2001.

2.   Information Statement in respect of the Spin-off as sent to NDC's
     shareholders on December 28, 2000

<PAGE>
 
                                                                   Schedule 3.14
                                                                   -------------


<TABLE> 
<CAPTION> 
                                                      Subsidiaries
                                                      ------------
----------------------------------------------------------------------------------------------------------------------------------- 
              Name                    Jurisdiction                                Percentage Ownership
              ----                    ------------                                --------------------
                                           of
                                           --
                                      Organization
                                      ------------ 
----------------------------------------------------------------------------------------------------------------------------------- 
<S>                                   <C>                    <C> 
National Data Payment Systems, Inc.      New York                           100% of capital stock held by GPI
----------------------------------------------------------------------------------------------------------------------------------- 
NDC Check Services, Inc.                Illinois                        100% of capital stock held by the Borrower
----------------------------------------------------------------------------------------------------------------------------------- 
NDPS Comerica Alliance, LLC             Delaware                      51% of membership interest held by the Borrower
----------------------------------------------------------------------------------------------------------------------------------- 
NDPS Holdings, Inc.                     Delaware                        100% of capital stock held by the Borrower
----------------------------------------------------------------------------------------------------------------------------------- 
Global Payment Systems LLC              Georgia              .3% membership interest held by Global Payment Holding Company
                                                                 .01% membership interest held by NDC Holdings (UK) Ltd.
                                                                    92.19% membership interest held by GPS Holding LP.
----------------------------------------------------------------------------------------------------------------------------------- 
Global Payment Holding Company           Delaware                           100% of capital stock held by GPI
----------------------------------------------------------------------------------------------------------------------------------- 
GP Finance, Inc.                         Delaware                           100% of capital stock held by GPI
----------------------------------------------------------------------------------------------------------------------------------- 
GP Holding Limited Partnership           Georgia             .85% general partnership interest held by Global Payments Inc.
                                                              84.61% limited partnership interest held by Global Payment 
                                                                                      Holding Company
                                                             14.54% limited partnership interest held by NDPS Holdings, Inc.
----------------------------------------------------------------------------------------------------------------------------------- 
Global Payment Systems of Canada,         Ontario                100% of capital stock held by Global Payment Systems LLC 
Ltd.                                                        
----------------------------------------------------------------------------------------------------------------------------------- 
CheckRite Recovery Services, Inc.         Georgia                        100% of capital stock held by the Borrower
----------------------------------------------------------------------------------------------------------------------------------- 
CheckRite of Phoenix GP, Inc.            Colorado             51% of capital stock held by CheckRite Recovery Services, Inc.
----------------------------------------------------------------------------------------------------------------------------------- 
Merchant Services U.S.A., Inc.             North                          100% of capital stock held by GPI
                                         Carolina
----------------------------------------------------------------------------------------------------------------------------------- 
NDC Gaming Services, Inc.                Illinois               100% of capital stock held by NDC Check Services, Inc.
----------------------------------------------------------------------------------------------------------------------------------- 
NDC Holdings (UK) Ltd.                   Georgia                             100% of capital stock held by GPI
----------------------------------------------------------------------------------------------------------------------------------- 
Global Payment Canada, Inc.              Ontario                         100% of capital stock held by the Borrower
----------------------------------------------------------------------------------------------------------------------------------- 
Modular Data, Inc.                      Delaware                 100% of capital stock held by Global Payment Systems LLC
----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>
 

<PAGE>
 
                                                                Schedule 3.17(a)
                                                                ----------------

                           UCC Filing Jurisdictions
                           ------------------------

       Clerk of the Superior Court of any County in the State of Georgia

                  Secretary of State of the State of New York

  Personal Property Security Registration System for the Province of Ontario

<PAGE>
 
                                                                   Schedule 3.19
                                                                   -------------

                              Material Agreements
                              ------------------- 

1.   US Credit Facility.

2.   Shareholder Protection Rights Agreement.

3.   Distribution Agreement, Plan of Reorganization and Distribution dated as of
     the Closing Date, between National Data Corporation and Global Payments
     Inc.

4.   Tax Sharing and Indemnification Agreement dated as of the Closing Date,
     between National Data Corporation and Global Payments Inc.

5.   Employee Benefits Agreement dated as of the Closing Date, between National
     Data Corporation and Global Payments Inc.

6.   Lease Agreement for Office Headquarters dated as of the Closing Date,
     between National Data Corporation and Global Payments Inc.

7.   Intercompany Systems/Network Services Agreement dated as of the Closing
     Date, between National Data Corporation and Global Payments Inc.

8.   Services Agreement (Batch Processing) dated as of the Closing Date, between
     National Data Corporation and Global Payments Inc.

9.   Operating Agreement of Global Payment Systems LLC, dated March 31, 1996.

10.  Registration Rights Agreement between Global Payment Systems LLC and
     MasterCard International Incorporated, dated April 1, 1996.

11.  Stock Purchase Agreement dated as of November 9, 2000, among National Data
     Payment Systems, Inc., Global Payments Inc., National Data Corporation and
     Canadian Imperial Bank of Commerce.

12.  Asset Purchase Agreement dated as of November 9, 2000, among National Data
     Payment Systems, Inc., Global Payments Inc., National Data Corporation and
     Canadian Imperial Bank of Commerce.

<PAGE>
 
                                                                    Schedule 6.4
                                                                    ------------

                         Transactions with Affiliates
                         ----------------------------

1.   Distribution Agreement, Plan of Reorganization and Distribution dated as of
     January 31, 2001, between National Data Corporation and Global Payments
     Inc.

2.   Tax Sharing and Indemnification Agreement dated as of January 31, 2001,
     between National Data Corporation and Global Payments Inc.

3.   Employee Benefits Agreement dated as of January 31, 2001, between National
     Data Corporation and Global Payments Inc.

4.   Lease Agreement for Office Headquarters dated as of January 31, 2001,
     between National Data Corporation and Global Payments Inc.

5.   Sublease Agreement dated as of January 31, 2001, between National Data
     Corporation and National Data Payment Systems, Inc.

6.   Sublease Agreement dated as of January 31, 2001, between Global Payment
     Systems, LLC and National Data Corporation.

7.   Intercompany Systems/Network Services Agreement dated as of January 31,
     2001, between National Data Corporation and Global Payments Inc.

8.   Services Agreement (Batch Processing) dated as of January 31, 2001, between
     National Data Corporation and Global Payments Inc.

9.   Transition Support Agreement dated as of January 31, 2001, between National
     Data Corporation and Global Payments Inc.

10.  Asset Purchase Agreement dated as of November 9, 2000, among National Data
     Payment Systems, Inc., Global Payments Inc., National Data Corporation and
     Canadian Imperial Bank of Commerce.

11.  Stock Purchase Agreement dated as of November 9, 2000, among National Data
     Payment Systems, Inc., Global Payments Inc., National Data Corporation and
     Canadian Imperial Bank of Commerce.

12.  Investor Rights Agreement dated as of the date hereof between Global
     Payments Inc. and Canadian Imperial Bank of Commerce.

13.  Marketing Alliance Agreement dated as of the date hereof among National
     Data Payment Systems, Inc., Global Payments Inc. and Canadian Imperial Bank
     of Commerce.

14.  Transition Services Agreement to be entered into between National Data
     Payment Systems, Inc. and Canadian Imperial Bank of Commerce.



<PAGE>
 
                                                                      EXHIBIT 23


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation 
of our reports included in this Form 8-K into the Registrant's previously 
filed Registration Statement File Number 333-53774. 


/s/ ARTHUR ANDERSEN LLP



Atlanta, Georgia
April 4, 2001






<PAGE>
 
                                                                    EHXIBIT 99.1
 
 
 
                        CIBC Merchant Acquiring Business
 
                              Financial Statements
                        October 31, 2000, 1999 and 1998
 
                         Together With Auditors' Report
 
                         Unaudited Financial Statements
                           January 31, 2001 and 2000

<PAGE>
 

                                AUDITORS' REPORT
 
To the Board of Directors of
Canadian Imperial Bank of Commerce,
 
   We have audited the balance sheets of CIBC MERCHANT ACQUIRING BUSINESS (the
"Business") as at October 31, 2000 and 1999 and the related statements of
income, cash flows and changes in CIBC's equity in the Business for each of the
years in the three year period ended October 31, 2000. These financial
statements are the responsibility of the Business' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
   We conducted our audits in accordance with auditing standards generally
accepted in Canada and the United States. Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant
 estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
   In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Business as at October 31, 2000 and
1999 and the results of its operations and its cash flows for each of the years
in the three year period ended October 31, 2000 in accordance with accounting
principles generally accepted in the United States.
 
   As disclosed in note 1, the Business has no separate legal status or
existence.
 
January 19, 2001

Toronto, Canada
 
                                     F(a)-1

<PAGE>
 
                                 BALANCE SHEETS
                        CIBC MERCHANT ACQUIRING BUSINESS
 
                      (See Note 1 to Financial Statements)
                           (thousands of US dollars)
 

<TABLE>
<CAPTION>
                                                                October 31
                                                 January 31, -----------------
                                                    2001       2000     1999
                                                 ----------- --------  -------
                                                 (Unaudited)
<S>                                              <C>         <C>       <C>
ASSETS
Current assets:
 VISA International / Canada receivable.........   $35,270   $ 61,807  $31,977
 Merchant processing receivable.................    29,154     28,337   24,650
 Deferred income taxes..........................       483        483      --
                                                   -------   --------  -------
                                                    64,907     90,627   56,627
Property and equipment, net (Note 4)............    18,281     18,772   20,963
Other...........................................       --         --       264
                                                   -------   --------  -------
                                                   $83,188   $109,399  $77,854
                                                   =======   ========  =======
LIABILITIES AND CIBC'S EQUITY IN THE BUSINESS
Current liabilities:
 Income taxes payable...........................   $ 2,767   $ 10,399  $10,167
 Accounts payable and accrued liabilities (Note
  5)............................................     4,797      5,985    4,293
 Obligations under capital lease................       964      1,431    1,942
 Deferred income taxes..........................       --         --       256
 IDP Merchant payable...........................       --         --       147
 Other..........................................       428        332      854
                                                   -------   --------  -------
                                                     8,956     18,147   17,659
Obligations under capital lease.................       --          16    1,497
                                                   -------   --------  -------
                                                     8,956     18,163   19,156
                                                   -------   --------  -------
Commitments and contingencies (Note 9)
CIBC'S equity in the business (Note 8)
 CIBC'S equity investment.......................    79,766     96,779   61,157
 Cumulative translation adjustment..............    (5,534)    (5,543)  (2,459)
                                                   -------   --------  -------
                                                    74,232     91,236   58,698
                                                   -------   --------  -------
                                                   $83,188   $109,399  $77,854
                                                   =======   ========  =======
</TABLE>

 
 
   The accompanying notes are an integral part of these financial statements.
 
                                     F(a)-2

<PAGE>
 
                              STATEMENTS OF INCOME
                        CIBC MERCHANT ACQUIRING BUSINESS
 
                      (See Note 1 to Financial Statements)
                          (thousands of U.S. dollars)
 

<TABLE>
<CAPTION>
                               For the three
                               months ended
                                January 31     For the years ended October 31
                              --------------- --------------------------------
                               2001    2000      2000       1999       1998
                              ------- ------- ---------- ---------- ----------
                                (Unaudited)
<S>                           <C>     <C>     <C>        <C>        <C>
Revenues..................... $22,816 $22,061 $   92,029 $   86,622 $   80,948
Operating expenses:
 Cost of service.............  12,036  11,801     46,694     42,321     40,317
 Sales, general and
  administrative.............   3,293   4,780     17,149     16,622     15,839
                              ------- ------- ---------- ---------- ----------
                               15,329  16,581     63,843     58,943     56,156
Operating income.............   7,487   5,480     28,186     27,679     24,792
                              ------- ------- ---------- ---------- ----------
Other expenses:
 Interest and other
  expenses...................   1,299   1,439      5,416      4,405      4,216
                              ------- ------- ---------- ----------
Income before income taxes...   6,188   4,041     22,770     23,274     20,576
Provision for income taxes
 (Note 7)....................   2,723   1,778      9,980     10,241      9,054
                              ------- ------- ---------- ---------- ----------
 Net income.................. $ 3,465 $ 2,263 $   12,790 $   13,033 $   11,522
                              ======= ======= ========== ========== ==========
</TABLE>

 
 
 
 
   The accompanying notes are an integral part of these financial statements.
 
                                     F(a)-3

<PAGE>
 
                            STATEMENTS OF CASH FLOWS
                        CIBC MERCHANT ACQUIRING BUSINESS
 
                      (See Note 1 to Financial Statements)
                           (thousands of US dollars)
 

<TABLE>
<CAPTION>
                             For the three
                             months ended
                              January 31       For the years ended October 31
                           ------------------  ---------------------------------
                             2001      2000       2000       1999       1998
                           --------  --------  ----------  ---------- ----------
                              (Unaudited)
<S>                        <C>       <C>       <C>         <C>        <C>
Operating activities:
 Net income..............  $  3,465  $  2,263  $   12,790  $  13,033  $  11,522
 Adjustments to reconcile
  net income to cash
  provided by operating
  activities before
  changes in assets and
  liabilities
  Depreciation and
   amortization..........     1,892     1,963       7,955      7,559      5,752
  Deferred income taxes..       --        --         (755)      (301)      (232)
                           --------  --------  ----------  ---------  ---------
                              5,357     4,226      19,990     20,291     17,042
 Changes in non-cash
  working capital
  Merchant processing
   receivable............      (817)      798      (4,661)    (5,168)    (1,145)
  VISA International /
   Canada receivable.....    26,537   (13,234)    (31,900)    (6,852)    (2,651)
  Income taxes payable...    (7,632)   (8,368)        593      1,695     (1,109)
  Accounts payable and
   accrued liabilities...    (1,188)      123       1,896        152        184
  IDP Merchant payable...       --        --         (147)       145        --
  Other, net.............        96       382        (245)       805       (231)
                           --------  --------  ----------  ---------  ---------
                             22,353   (16,073)    (14,474)    11,068     12,090
                           --------  --------  ----------  ---------  ---------
Investing activity:
 Capital expenditures....    (1,400)   (1,892)     (6,421)    (8,968)    (6,729)
                           --------  --------  ----------  ---------  ---------
Financing activities:
 Investment by CIBC
  during the year........   (20,470)   18,378      22,832       (391)    (3,793)
 Principal payments under
  capital lease
  arrangements...........      (483)     (413)     (1,937)    (1,709)    (1,568)
                           --------  --------  ----------  ---------  ---------
                            (20,953)   17,965      20,895     (2,100)    (5,361)
                           --------  --------  ----------  ---------  ---------
Increase (decrease) in
 cash and cash
 equivalents.............       --        --          --         --         --
Cash, beginning of year..       --        --          --         --         --
                           --------  --------  ----------  ---------  ---------
Cash, end of year........  $    --   $    --   $      --   $     --   $     --
                           ========  ========  ==========  =========  =========
</TABLE>

 
 
 
 
   The accompanying notes are an integral part of these financial statements.
 
                                     F(a)-4

<PAGE>
 
             STATEMENTS OF CHANGES IN CIBC'S EQUITY IN THE BUSINESS
                        CIBC MERCHANT ACQUIRING BUSINESS
 
                      (See Note 1 to Financial Statements)
                           (thousands of US dollars)
 

<TABLE>
<CAPTION>
                                                For the years ended October 31
                                               --------------------------------
                                                           Accumulated
                                                 CIBC's       Other
                                                 Equity   Comprehensive  Total
                                               Investment Income/(Loss) Equity
                                               ---------- ------------- -------
<S>                                            <C>        <C>           <C>
Balance at October 31, 1997...................  $40,786      $(1,108)   $39,678
                                                -------      -------    -------
 Comprehensive income
  Net income..................................   11,522                  11,522
  Foreign currency translation adjustment.....                (2,374)    (2,374)
                                                -------      -------    -------
 Total comprehensive income...................                            9,148
 Net investment during the period.............   (3,793)                 (3,793)
                                                -------      -------    -------
Balance at October 31, 1998...................   48,515       (3,482)    45,033
                                                -------      -------    -------
 Comprehensive income
  Net income..................................   13,033                  13,033
  Foreign currency translation adjustment.....                 1,023      1,023
                                                -------      -------    -------
 Total comprehensive income...................                           14,056
 Net investment during the period.............     (391)                   (391)
                                                -------      -------    -------
Balance at October 31, 1999...................   61,157       (2,459)    58,698
                                                -------      -------    -------
 Comprehensive income
  Net income..................................   12,790                  12,790
  Foreign currency translation adjustment.....                (3,084)    (3,084)
                                                -------      -------    -------
 Total comprehensive income...................                            9,706
 Net investment during the period.............   22,832                  22,832
                                                -------      -------    -------
Balance at October 31, 2000...................  $96,779      $(5,543)   $91,236
                                                =======      =======    =======
</TABLE>

 
 
 
 
   The accompanying notes are an integral part of these financial statements.
 
                                     F(a)-5

<PAGE>
 
                        CIBC MERCHANT ACQUIRING BUSINESS

                         NOTES TO FINANCIAL STATEMENTS
                        OCTOBER 31, 2000, 1999 AND 1998
                           (thousands of US dollars)
 
1.Basis of Presentation
 
   The Merchant Acquiring Business ("Merchant Acquiring" or the "Business") is
part of Canadian Imperial Bank of Commerce's ("CIBC") Card Products Division.
The Business operates within a single industry segment and is responsible for
the capture, routing and processing of credit card transactions and debit
consumer point-of-sale ("POS") transactions. Merchant Acquiring's operations
are provided predominantly in Canada. Management considers that this represents
one reportable segment--electronic transactions processing--therefore the
majority of the disclosures required by Statement of Financial Accounting
Standards No. 131 do not apply.
 
   These financial statements represent the business operations identified as
the Merchant Acquiring Business of CIBC. Accordingly, there is no share capital
or retained earnings in the Business' accounts. CIBC's equity in the Business
represents the funding provided to the Business to carry out its activities.
 
   The financial statements have been prepared on the historical cost basis in
accordance with accounting principles generally accepted in the United States,
and present Merchant Acquiring's financial position, results of operations, and
cash flows as derived from CIBC's historical financial statements. As further
described in Note 3, certain allocations of corporate and interest expenses
have been allocated to Merchant Acquiring. These allocations were based on an
estimate of the proportion of corporate expenses related to Merchant Acquiring,
utilizing such factors as revenues, number of employees, number of transactions
processed and other applicable factors.
 
2.Summary of Significant Accounting Policies
 
Use of estimates
 
   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
certain estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reported period. Actual
results could differ from these estimates.
 
Revenue
 
   Revenue for processing services provided directly to merchants is recorded
net of interchange fees charged by credit card associations. Fees and rental
revenues are recognized when the service is provided. Reserves against
operational losses are established when the losses are probable and reasonably
estimatable.
 
Merchant processing receivable/payable
 
   The merchant processing receivable/payable results from timing differences
in Merchant Acquirings' settlement process with merchants and credit card sales
processed.
 
Property and equipment
 
   Property and equipment is stated at cost. Equipment under capital leases are
stated at the discounted cash flow value. Depreciation and amortization is
calculated using the straight-line method. Equipment is depreciated over 3 to 7
years, software over 1 to 5 years and furniture and fixtures over 15 years.
 
                                     F(a)-6

<PAGE>
 
                        CIBC MERCHANT ACQUIRING BUSINESS
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                        OCTOBER 31, 2000, 1999 AND 1998
                           (thousands of US dollars)
 
   Leasehold improvements and equipment under capital leases are amortized over
the shorter of the useful life of the asset or the term of the lease.
Maintenance and repairs are charged to operations as incurred.
 
Deferred income taxes
 
   Deferred income taxes are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
laws and rates.
 
Fair value of financial instruments
 
   Management considers that the carrying amounts of financial instruments,
including cash, receivables, accounts payable and accrued expenses,
approximates fair value.
 
Foreign currency translation
 
   The assets and liabilities are translated at the period-end rate of
exchange, and income statement and cash flow items are translated at the
average rates prevailing during the period. The resulting translation
adjustment is recorded as a component of CIBC's equity in the Business. The
effect of foreign exchange gains and losses arising from these translations of
assets and liabilities are included as a component of other comprehensive
income.
 
3. Transactions with Related Parties
 
   These financial statements reflect corporate allocations from CIBC for
services provided to the Business in the amount of $3,093, $3,827 and $3,516
for the years ended October 31, 2000, 1999 and 1998, respectively. These
allocations were based on the proportion of corporate expenses related to
Merchant Acquiring based on the percentage of the Business' direct operating
expenses as a proportion of CIBC's, a method of allocation management believes
to be reasonable. Merchant Acquiring utilized a rollback approach to allocate
the expenses for all historical periods presented. This treatment records the
current allocation percentage for all historical periods presented. These
amounts have been included in sales, general and administrative expenses.
 
   These financial statements also reflect corporate allocations from CIBC Card
Products Division for expenses incurred in relation to activities of the
Business in the amounts of $2,270, $2,466 and $2,373 for the years ended
October 31, 2000, 1999 and 1998, respectively. These allocations were based on
an estimate of the proportion of expenses related to Merchant Acquiring,
utilizing such factors as estimated number of employees providing merchant card
service functions, number of transactions processed and other applicable
factors, a method of allocation management believes to be reasonable. These
amounts have been included in cost of service.
 
   Merchant Acquiring is funded by CIBC. As such, the Business has applied a
cost of funds on the net book value of property and equipment and an average
days outstanding receivable based on a 5.8% rate (internal cost of funding).
Interest expense recorded by Merchant Acquiring related to this funding was
$3,717, $3,277 and $3,016 for the years ended October 31, 2000, 1999 and 1998,
respectively and is included in interest and other expense.
 
   Merchant Acquiring outsources its back office operations to Intria Items
Inc. and utilizes Intria HP for systems and systems support. Both Intria Items
Inc. and Intria HP are joint ventures owned 51% by CIBC and 49% by third
parties. Expenses are based upon established service level agreements. The
Business incurred
 
                                     F(a)-7

<PAGE>
 
                        CIBC MERCHANT ACQUIRING BUSINESS
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                        OCTOBER 31, 2000, 1999 AND 1998
                           (thousands of US dollars)
costs of $24,517, $21,749 and $22,876 for the years ended October 31, 2000,
1999 and 1998, respectively. Of these amounts 60% are included in cost of
service and 40% are included in sales, general and administrative expenses.
 
   The Business has amounts payable of $1,979 and $1,845 to Intria Items Inc.
and Intria HP as at October 31, 2000 and 1999, respectively. Amounts payable to
CIBC are included in CIBC's equity in the Business.
 
4. Property and Equipment
 
   As of October 31, 2000 and 1999, property and equipment consisted of the
following:
 

<TABLE>
<CAPTION>
                                                                 2000    1999
                                                                ------- -------
   <S>                                                          <C>     <C>
   Equipment under capital lease............................... $ 8,236 $ 8,523
   Equipment...................................................  36,757  31,599
   Software....................................................     216     224
   Leasehold improvements......................................   1,600   1,654
   Furniture and fixtures......................................   1,590   1,645
                                                                ------- -------
                                                                 48,399  43,645
   Less: Accumulated depreciation and amortization.............  29,627  22,682
                                                                ------- -------
                                                                $18,772 $20,963
                                                                ======= =======
</TABLE>

 
5. Accounts Payable and Accrued Liabilities
 
   As of October 31, 2000 and 1999, accounts payable and accrued liabilities
consisted of the following:
 

<TABLE>
<CAPTION>
                                                                   2000   1999
                                                                  ------ ------
   <S>                                                            <C>    <C>
   Operating expenses payable.................................... $1,016 $  963
   Accrued compensation and benefits.............................  1,207    457
   Accrued pension and retirement benefits.......................    708    312
   Other accrued liabilities.....................................  1,074    716
   System support fees payable...................................  1,980  1,845
                                                                  ------ ------
                                                                  $5,985 $4,293
                                                                  ====== ======
</TABLE>

 
   Certain of these payables are due to other related parties within the CIBC
group and are settled through CIBC group clearing accounts. Certain assumptions
have been made regarding the settlement periods in order to present the
information above.
 
6. Pension and Retirement Benefits
 
   Merchant Acquiring participates in the CIBC non-contributory defined benefit
pension plan (the "plan"). Management has estimated the pension and other post
retirement benefits expense based upon the employees as a percentage of the
total employees participating in the plan. Expenses estimated for pension and
other post retirement benefits were $708, $682 and $693 for the years ended
October 31, 2000, 1999 and 1998, respectively.
 
                                     F(a)-8

<PAGE>
 
                        CIBC MERCHANT ACQUIRING BUSINESS
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                        OCTOBER 31, 2000, 1999 AND 1998
                           (thousands of US dollars)
 
7. Income Taxes
 
   Merchant Acquiring is not a separate legal entity for purposes of remitting
taxes and filing income tax returns. Income taxes for the Business are reported
in CIBC's income tax returns and paid by CIBC. Accordingly, income taxes have
been calculated on these financial statements based on an effective tax rate of
44% on Canadian dollar net income.
 
   The provision for income taxes as at October 31, 2000, 1999 and 1998
includes:
 

<TABLE>
<CAPTION>
                                                          2000     1999    1998
                                                         -------  ------- ------
   <S>                                                   <C>      <C>     <C>
   Current tax expense.................................  $10,734  $ 9,989 $8,487
   Deferred tax expense................................     (754)     252    567
                                                         -------  ------- ------
   Total...............................................  $ 9,980  $10,241 $9,054
                                                         =======  ======= ======
</TABLE>

 
   Merchant Acquiring incurred $1,437, $672 and $553 of capital tax expense for
the years ended October 31, 2000, 1999 and 1998, respectively. The amounts are
included in interest and other expenses on the statements of income.
 
   CIBC is subject to capital taxes, which have been reflected in "interest and
other expenses" in the statements of income.
 
8. CIBC's Equity in the Business
 
CIBC's equity in the business
 
   CIBC's equity includes the accumulated income of Merchant Acquiring, the
funding for assets employed in the Business and the net intercompany
receivable/payable reflecting transactions described in Note 3.
 
Stock options
 
   CIBC has certain Stock Option Plans under which incentive stock options and
non-qualified stock options have been granted to officers, key employees and
directors of CIBC. Stock options are granted at market.
 
9. Commitments and Contingencies
 
   The long term capital lease payable as of October 31, 2000 was $16 and is
due in 2002.
 
   Expenses for premises are included as a corporate allocation in cost of
service (see Note 3).
 
   Merchant Acquiring is party to a number of claims and lawsuits incidental to
its business. In the opinion of management, the ultimate outcome of such
matters, in the aggregate, will not have a material adverse impact on Merchant
Acquirings' financial position, liquidity or results of operations.
 
   Negotiations with Visa relating to the interpretation of the regulations
surrounding interchange fees were settled during the year. VISA has assessed a
higher interchange rate for certain industry segments that will impact a
limited number of existing MCS customers. The impact of this decision will
result in CIBC indemnifying Global Payments Inc. (see Note 12) for any loss of
revenue over the course of these customer contracts and as a result, this will
not have any negative impact to future revenue growth.
 
   Merchant Acquiring processes credit card transactions for direct merchant
locations. Merchant Acquiring's merchant customers have the liability for any
charges properly reversed by the cardholder. In the event that
 
                                     F(a)-9

<PAGE>
 
                        CIBC MERCHANT ACQUIRING BUSINESS
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                        OCTOBER 31, 2000, 1999 AND 1998
                           (thousands of US dollars)
Merchant Acquiring is not able to collect such amounts from the merchants, due
to merchant fraud, insolvency, bankruptcy or another reason, Merchant Acquiring
may be liable for any such reversed charges. Merchant Acquiring requires
pledged funds from certain merchants to minimize any such contingent liability.
Pledged funds as of October 31, 2000 are $5,692. Merchant Acquiring also
utilizes a number of systems and procedures to manage merchant risk. In
addition, Merchant Acquiring believes that the diversification of its merchant
portfolio among industries and geographic regions minimizes its risk of loss.
Merchant Acquiring recognizes revenue based on a percentage of the gross amount
charged and has a potential liability for the full amount of the charge.
 
10. Supplemental Cash Flow Information
 
   Merchant Acquiring does not maintain cash accounts. All cash flows are
included in CIBC's consolidated cash flows. Accordingly, there is insufficient
information to separately disclose Merchant Acquiring's supplemental cash flows
relating to interest and income taxes paid.
 
11. Quarterly Financial Information (Unaudited)
 

<TABLE>
<CAPTION>
                                                       Quarter Ended
                                           -------------------------------------
                                                       April
                                           January 31   30    July 31 October 31
                                           ---------- ------- ------- ----------
<S>                                        <C>        <C>     <C>     <C>
Fiscal Year 2000
Revenue...................................  $21,972   $20,762 $24,547  $24,748
Operating income..........................    5,458     4,849   7,092   10,787
Net income................................    2,254     1,912   3,168    5,456
 
Fiscal Year 1999
Revenue...................................  $20,378   $19,593 $23,060  $23,591
Operating income..........................    6,335     5,631   8,633    7,080
Net income................................    2,931     2,537   4,217    3,348
</TABLE>

 
12. Subsequent Event
 
   On November 9, 2000, CIBC and National Data Corporation ("NDC") of Atlanta,
Georgia, announced that they have agreed to form a ten-year marketing alliance
to enhance and expand their merchant products and services in the North
American marketplace.
 
   NDC's current payment processing line of business, NDC eCommerce, is
expected to spin-off from the parent company to form a new public company
called Global Payments Inc., pending regulatory approvals. CIBC Merchant Card
Services will be integrated into Global Payments Inc. at that time. Under this
agreement, CIBC will market Global Payments Inc.'s merchant services in the
Canadian marketplace through its extensive national network of branches, and
account managers for small business, mid-market and large corporate customers.
 
   Under the terms of the agreement, CIBC will sell its merchant acquiring
business and purchase a 26.25 per cent equity stake in Global Payments Inc. The
agreement is contingent upon obtaining regulatory approvals in both countries.
 
13. Prior Year Comparatives
 
   Certain prior year balances have been re-classified to conform with current
year presentation.
 
                                    F(a)-10





<PAGE>
 
                                                                    EXHIBIT 99.2
                              GLOBAL PAYMENTS INC.
                    Pro Forma Combined Financial Statements
                                  (Unaudited)
 
   On December 19, 2000, NDC's Board of Directors declared a pro rata
distribution of 0.8 of a share of common stock of Global Payments Inc. ("Global
Payments" or "the Company") for every share of NDC common stock outstanding on
the record date. On December 28, 2000, a committee established by the Board
determined that the distribution would be payable to the holders of record of
NDC common stock at the close of business on January 19, 2001. The board of
directors of NDC believes that the distribution is in the best interests of
NDC's stockholders.
 
   On November 9, 2000, the Company entered into certain definitive agreements
to purchase the Canadian Imperial Bank of Commerce ("CIBC") Merchant Acquiring
or Merchant Card Services ("MCS") business and to form a ten-year marketing
alliance to jointly provide payment related products and services in Canada.
Under the terms of the purchase agreements, the Company issued 9,764,623 shares
of its common stock, or 26.25% of the outstanding common stock, calculated on a
diluted basis, in consideration for certain net assets of CIBC-MCS. The fair
value of the shares to be issued to CIBC was determined to
 be $133.6 million
measured on the consummation date. The net assets acquired consisted of
accounts receivable, inventory, tangible personal property, customer contracts
and the goodwill of the business, net of certain accrued expenses. The
acquisition will be recorded for using the purchase method of accounting. The
acquisition was consummated on March 20, 2001. The Company intends to operate
the business in a manner consistent with CIBC's historical operations. The
Company will retain the major functions of sales, customer support and service,
and equipment warehousing, repair and deployment in Canada and contract with
CIBC for other key functions, such as funds transfer and daily settlement
services.
 
   Under the terms of the marketing alliance, CIBC is required to refer all new
merchant processing relationships exclusively to Global Payments. In addition,
the Company will jointly develop emerging payment solutions for distribution
and marketing in the Company's North American customer base. The alliance will
significantly broaden the Company's scope and presence in North America. This
transaction will provide MCS' existing distribution channel with a larger array
of existing and new payment solutions. After the acquisition is completed, the
alliance will be branded under the name "CIBC Merchant Card Services, an
alliance with Global Payments Canada, Inc."
 
   Any adjustments to the purchase price allocations are not expected to be
material to the pro forma combined financial statements taken as a whole.
 
   During the nine month period ended February 28, 2001, the Company had
divested two businesses. Accordingly, the operating results of these businesses
are adjusted from the historical results in the following pro forma combined
financial statements.
 
   The following pro forma combined financial statements have been prepared as
if the acquisition, the distribution and divestitures had taken place on
February 28, 2001 for the pro forma combined balance sheet and June 1, 1999 for
the pro forma combined income statements. The Company has a fiscal year end of
May 31st. CIBC-MCS has a fiscal year end of October 31st. For purposes of the
pro forma combined financial statements, CIBC-MCS information is presented
using the same fiscal year end of the Company for the May 31, 2001 income
statement and using the financial statements as of January 31, 2001 for the
Company's pro forma combined financial statements as of February 28, 2001.
 
   The unaudited pro forma financial statements are not necessarily indicative
of the results that would have occurred if the acquisition and the distribution
had occurred on the dates indicated or the expected financial position or
results of operations in the future. The unaudited pro forma combined financial
statements should be read in conjunction with the separate historical financial
statements and notes there to of the Company, as well as the historical
financial statements and notes thereto of CIBC-MCS contained elsewhere herein,
and in conjunction with the related notes to these unaudited pro forma combined
financial statements.
 
 
                                     F(b)-1

<PAGE>
 
                              GLOBAL PAYMENTS INC.
 
                        PRO FORMA COMBINED BALANCE SHEET
                               FEBRUARY 28, 2001
                                   UNAUDITED
 

<TABLE>
<CAPTION>
                                                                     Pro Forma
                         Global Payments  CIBC-MCS     Pro Forma    As Adjusted
                           Historical    Historical Adjustments (C)  Combined
                         --------------- ---------- --------------- -----------
                                             (in thousands)
<S>                      <C>             <C>        <C>             <C>
ASSETS
Current assets:
 Cash and cash
  equivalents...........    $    550      $   --        $   --       $    550
 Accounts receivable,
  net...................      38,494          --            --         38,494
 Merchant processing
  receivable............      19,017       64,424           --         83,441
 Inventory..............       3,096          --            --          3,096
 Prepaid expenses and
  other current assets..       4,825          483          (483)(h)     4,825
                            --------      -------       -------      --------
   Total current
    assets..............      65,982       64,907          (483)      130,406
                            --------      -------       -------      --------
 Property and equipment,
  net...................      24,119       18,281            --        42,400
 Intangible assets,
  net...................     166,494          --         56,267 (f)   222,761
 Investments............       5,000          --            --          5,000
 Other..................         442          --            --            442
                            --------      -------       -------      --------
   Total Assets.........    $262,037      $83,188        55,784      $401,009
                            ========      =======       =======      ========
LIABILITIES AND
 SHAREHOLDERS' EQUITY
Current liabilities:
 Line of credit.........    $ 59,000      $   --            --       $ 59,000
 Merchant processing
  payable...............       4,660          --            --          4,660
 Obligations under
  capital leases........       2,718          964           --          3,682
 Accounts payable and
  accrued liabilities...      32,403        7,992         4,000 (g)    36,831
                                                         (7,564)(h)
                            --------      -------       -------      --------
   Total current
    liabilities.........      98,781        8,956        (3,564)      104,173
                            --------      -------       -------      --------
Obligations under
 capital leases.........       2,255          --            --          2,255
Other long-term
 liabilities............      11,324          --            --         11,324
                            --------      -------       -------      --------
   Total liabilities....     112,360        8,956        (3,564)      117,752
                            --------      -------       -------      --------
Commitments and
 contingencies
Minority interest in
 equity of
 subsidiaries...........      19,066          --            --         19,066
Shareholders' equity:
 CIBC equity
  investment............         --        79,766       (79,766)(i)       --
 Preferred stock........         --           --            --            --
 Common stock, no par...         --           --            --            --
 Paid in capital........     133,577          --        133,580 (g)   267,157
 Retained earnings......       1,451          --            --          1,451
 Deferred compensation..      (3,384)         --            --         (3,384)
 Cumulative translation
  adjustment............      (1,033)      (5,534)        5,534 (i)    (1,033)
                            --------      -------       -------      --------
   Total shareholders'
    equity..............     130,611       74,232        59,348       264,191
                            --------      -------       -------      --------
Total Liabilities and
 Shareholders' Equity...    $262,037      $83,188       $55,784      $401,009
                            ========      =======       =======      ========
</TABLE>

 
   The accompanying notes are an integral part of this unaudited Pro Forma
Combined Balance Sheet.
 
 
                                     F(b)-2

<PAGE>
 
                             GLOBAL PAYMENTS INC.
 
                      PRO FORMA COMBINED INCOME STATEMENT
                        FOR THE YEAR ENDED MAY 31, 2000
                                   UNAUDITED
 

<TABLE>
<CAPTION>
                            Global                                                                          Pro Forma
                           Payments    Pro Forma       Pro Forma     Pro Forma   CIBC-MCS    Pro Forma     As Adjusted
                          Historical Adjustments(A)  Adjustments(B)  Combined   Historical Adjustments(C)   Combined
                          ---------- --------------  --------------  ---------  ---------- --------------  -----------
                                                   (In thousands, except per share data)
<S>                       <C>        <C>             <C>             <C>        <C>        <C>             <C>
Revenues................   $340,033     $   --          $(12,850)(d) $327,183    $90,763      $   --        $417,946
                           --------     -------         --------     --------    -------      -------       --------
Operating expenses:
 Cost of service........    181,479         --            (7,441)(d)  174,038     52,726        3,205 (j)    229,969
 Sales, general and
 administrative.........     95,342       3,697 (a)       (5,054)(d)   93,985     10,979          --         104,964
                           --------     -------         --------     --------    -------      -------       --------
                            276,821       3,697          (12,495)     268,023     63,705        3,205        334,933
                           --------     -------         --------     --------    -------      -------       --------
 
Operating income........     63,212      (3,697)            (355)      59,160     27,058       (3,205)        83,013
                           --------     -------         --------     --------    -------      -------       --------
Other income (expense):
 Interest and other
 income.................        796         --               --           796        --           --             796
 Interest and other
 expense................     (6,119)       (633)(b)          --        (6,752)    (4,748)         --         (11,500)
 Minority interest in
 earnings...............     (4,117)        --               --        (4,117)       --           --          (4,117)
                           --------     -------         --------     --------    -------      -------       --------
                             (9,440)       (633)             --       (10,073)    (4,748)         --         (14,821)
                           --------     -------         --------     --------    -------      -------       --------
Income (loss) before
income taxes............     53,772      (4,330)            (355)      49,087     22,310       (3,205)        68,192
Provision for income
taxes...................     20,725      (1,667)(c)         (137)(e)   18,921      9,817       (1,234)(k)     27,504
                           --------     -------         --------     --------    -------      -------       --------
 Net income (loss)......   $ 33,047     $(2,663)        $   (218)    $ 30,166    $12,493      $(1,971)      $ 40,688
                           ========     =======         ========     ========    =======      =======       ========
Basic shares
outstanding.............     26,586                                    26,586                   9,765 (l)     36,351
 
Earnings per share......   $   1.24                                  $   1.13                               $   1.12
                           --------                                  --------                               --------
Diluted shares
outstanding.............     26,793                                    26,793                   9,765 (l)     36,558
Diluted earnings per
share...................   $   1.23                                  $   1.13                               $   1.11
                           --------                                  --------                               --------
</TABLE>

 
     The accompanying notes are an integral part of this unaudited Pro Forma
                          Combined Income Statement.
 
                                     F(b)-3

<PAGE>
 
                             GLOBAL PAYMENTS INC.
 
                      PRO FORMA COMBINED INCOME STATEMENT
                  FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001
                                   UNAUDITED
 

<TABLE>
<CAPTION>
                            Global                                                                         Pro Forma
                           Payments    Pro Forma      Pro Forma     Pro Forma   CIBC-MCS    Pro Forma     As Adjusted
                          Historical Adjustments(A) Adjustments(B)  Combined   Historical Adjustments(C)   Combined
                          ---------- -------------- --------------  ---------  ---------- --------------  -----------
                                                   (In thousands, except per share data)
<S>                       <C>        <C>            <C>             <C>        <C>        <C>             <C>
Revenues................   $250,496      $  --         $(2,880)(d)  $247,616    $72,068      $   --        $319,684
                           --------      ------        -------      --------    -------      -------       --------
Operating expenses:
 Cost of service........    133,738         --          (2,272)(d)   131,466     37,252        2,404 (j)    171,122
 Sales, general and
 administrative.........     72,239         323 (a)       (720)(d)    71,842     11,611          --          83,453
                           --------      ------        -------      --------    -------      -------       --------
                            205,977         323         (2,992)      203,308     48,863        2,404        254,575
                           --------      ------        -------      --------    -------      -------       --------
 
Operating income........     44,519        (323)           112        44,308     23,205       (2,404)        65,109
                           --------      ------        -------      --------    -------      -------       --------
Other income (expense):
 Interest and other
 income.................      1,490         --             --          1,490        --           --           1,490
 Interest and other
 expense................     (4,815)       (828)(b)        --         (5,643)    (3,964)         --          (9,607)
 Minority interest in
 earnings...............     (3,955)        --             --         (3,955)       --           --          (3,955)
                           --------      ------        -------      --------    -------      -------       --------
                            (7,280)        (828)           --         (8,108)    (3,964)         --         (12,072)
                           --------      ------        -------      --------    -------      -------       --------
Income (loss) before
income taxes............     37,239      (1,151)           112        36,200     19,241       (2,404)       (53,037)
Provision for income
taxes...................     14,337        (443)(c)         43 (e)    13,937      8,466         (926)(k)     21,477
                           --------      ------        -------      --------    -------      -------       --------
 Net income (loss)......   $ 22,902      $ (708)       $    69      $ 22,263    $10,775      $(1,478)      $ 31,560
                           ========      ======        =======      ========    =======      =======       ========
Basic shares
outstanding.............     26,336                                   26,336                   9,765 (l)     36,101
Basic earnings per
share...................   $   0.87                                 $   0.85                               $   0.87
                           --------                                 --------                               --------
Diluted shares
outstanding.............     26,733                                   26,733                   9,765 (l)     36,490
Diluted earnings per
share...................   $   0.86                                 $   0.83                               $   0.86
                           --------                                 --------                               --------
</TABLE>

 
    The accompanying notes are an integral part of this unaudited Pro Forma
                          Combined Income Statement.
 
                                     F(b)-4

<PAGE>
 
                              GLOBAL PAYMENTS INC.
           Notes to Unaudited Pro Forma Combined Financial Statements
                       (In thousands, except share data)
 
 
A. DISTRIBUTION PRO FORMA ADJUSTMENTS
 
  Pro Forma Combined Income Statement Adjustments
 
   The following pro forma adjustments were made to the historical combined
income statements of the Company for the nine months ended February 28, 2001
and the year ended May 31, 2000 to reflect the distribution as if it had
occurred on June 1, 1999.
 
  a. To reflect additional sales, general and administrative expenses
     expected to be incurred as a separate independent public company. These
     expenses relate to new compensation contracts entered into as a direct
     result of the distribution.
 
  b. To reflect an increase in interest expense as a result of the difference
     in the interest rate under the terms of the new line of credit versus
     the amounts that had been historically allocated, as follows:
 

<TABLE>
<CAPTION>
                                                             Interest Rate
                                                        ------------------------
                                                        Historically New Line of
                                                         Allocated   Credit Rate
                                                        ------------ -----------
     <S>                                                <C>          <C>
     Year Ended May 31, 2000...........................    5.62%        6.77%
     Nine Months Ended February 28, 2001...............    5.73%        7.66%
</TABLE>

 
  c. To reflect the income tax benefit on the pro forma adjustments using the
     Company's effective rates for those periods.
 
B. DIVESTITURES PRO FORMA ADJUSTMENTS
 
   The following pro forma adjustments were made to the historical combined
income statements of the Company for the nine months ended February 28, 2001,
and the year ended May 31, 2000 to eliminate the effects of divested businesses
as if they occurred on June 1, 1999.
 
  Pro forma Combined Income Statement Adjustments
 
  d. To remove all income statement activity associated with divested
     businesses and other one-time items, net.
 
  e. To reflect the income tax benefit on the pro forma adjustments using the
     Company's effective tax rates for those periods.
 
C. ACQUISITION PRO FORMA ADJUSTMENTS
 
1. Pro Forma Combined Balance Sheet Adjustments
 
   The following pro forma adjustments were made to the historical combined
balance sheets of the Company and CIBC-MCS to reflect the acquisition as if it
had occurred on February 28, 2001.
 
  f. To reflect the increase in goodwill and other intangibles associated
     with the acquisition of CIBC-MCS. The amount is calculated as follows:
 

<TABLE>
       <S>                                                             <C>
       Purchase price including direct costs ......................... $137,580
       Less: Net assets of CIBC-MCS ..................................  (74,232)
       Net assets of CIBC-MCS not assumed.............................   (7,081)
                                                                       --------
                                                                       $ 56,267
                                                                       ========
</TABLE>

 
                                     F(b)-5

<PAGE>
 
    The book value of the net assets of CIBC-MCS to be acquired is assumed
    to approximate fair value. The purchase price allocation of goodwill
    and other intangibles and related useful life is as follows:
 

<TABLE>
<CAPTION>
                                                                     Useful Life
                                                                     (in years)
                                                                     -----------
     <S>                                                     <C>     <C>
     Customer base.......................................... $44,400      17
     Goodwill...............................................  11,867      20
                                                             -------
                                                             $56,267
                                                             =======
</TABLE>

 
    Customer base was valued using a discounted cash flow analysis, and the
    useful life was estimated using information on start/stop dates and
    yearly attrition rates. Goodwill represents the excess of the total
    value of the identified tangible and intangible assets. The useful life
    of goodwill was based on the relatively longer life assigned to
    customer base and industry trends.
 
  g. To reflect the purchase price in the form of issuing approximately 9.8
     million unregistered shares of common stock with a fair value of
     $133,580 and direct costs of the acquisition of approximately $4,000 in
     conjunction with the acquisition.
 
  h. To reflect assets and liabilities of CIBC-MCS not being acquired or
     assumed in the acquisition.
 
  i. To reflect the elimination of the book equity of CIBC-MCS in conjunction
     with the acquisition.
 
2. Pro Forma Combined Income Statement Adjustments
 
   The following pro forma adjustments were made to the historical combined
income statements of the Company and CIBC-MCS for the nine months ended
February 28, 2001 and the year ended May 31, 2000 to reflect the acquisition as
if it had occurred on June 1, 1999.
 
  j. To reflect the increase of amortization expense related to the goodwill
     and other intangibles associated with the acquisition.
 
  k. To reflect the income tax benefit on the pro forma adjustments using the
     Company's effective rates for those periods.
 
  l. To reflect the shares of common stock issued in conjunction with the
     acquisition.
 
                                     F(b)-6