Global Payments 8K Entry into a Material Definitive Agreement | GPN 14 Jan 16

Exhibit 10.1

January 8, 2016

Global Payments Inc.

10 Glenlake Parkway, NE

Atlanta, Georgia 30328-3473

Attention: Cameron Bready, Executive Vice President and Chief Financial Officer

Project Holly

Amended and Restated Commitment Letter

Dear Mr. Bready:

Global Payments Inc. (“you” or “GPN”), has advised Bank of America, N.A. (“Bank of America”), Merrill, Lynch, Pierce, Fenner and Smith Incorporated (or any of its designated affiliates, “MLPFS”), the other Initial Lenders (as defined below) and the other Lead Arrangers (as defined below) that you intend to acquire (the “Acquisition”), directly or indirectly, all of the outstanding share capital of Heartland Payment Systems, Inc. (the “Target”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or the Summary of Terms (as hereinafter defined).

This Commitment Letter amends, restates and supersedes in its entirety the Commitment Letter dated as of December 15, 2015 by and among you, Bank of America and MLPFS.

You have also advised the Commitment Parties (as hereinafter defined) that you intend to:

(a) effect (i) an amendment (the “Proposed Revolving Amendment”) to the Second Amended and Restated Revolving Credit Agreement dated as of July 31, 2015 among GPN, the other borrowers identified therein, the lenders identified therein and Bank of America, in its capacity as administrative agent (as amended through the date hereof, the “Existing Revolving Credit Agreement”, and as to be amended by the Proposed Revolving Amendment, the “Amended Revolving Credit Agreement”) in respect of a revolving credit facility of $1.25 billion (the “Existing Revolving Facility”; such facility as amended by the Amended Revolving Credit Agreement, the “Amended Revolving Facility”) and (ii) an amendment (the “Proposed Term Loan Amendment” and collectively with the Proposed Revolving Amendment, the “Proposed Amendments”) to the Second Amended and Restated Term Loan Agreement, dated as of July 31, 2015, among GPN, Global Payments Direct, Inc., the lenders identified therein and Bank of America, in its capacity as administrative agent (as amended through the date hereof, the “Existing Term Loan Agreement”, collectively with the Existing Revolving Credit Agreement, the “Existing Credit Agreements” and, as amended by the Proposed Term Loan Amendment, the “Amended Term Loan Agreement”, and collectively with the Amended Revolving Credit Agreement, the “Amended Credit Agreements”) in respect of a term loan facility of $1.75 billion (the “Existing Term Loan” or the “Existing Term Loan Facility”, together with the Existing Revolving Facility, the “Existing Credit Facilities”) which Proposed Term Loan Amendment, among other things, would permit the increase of the Existing Term Loan by $165 million in connection with the Acquisition (the “Term Loan Increase”), in each case, on the terms specified in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Summary of Terms”; this commitment letter, the Transaction Description, Summary of Terms and the Summary of Additional Conditions attached hereto as Exhibit C, collectively, the “Commitment Letter”);

(b) if the required consent of the lenders under the Existing Credit Agreements to the Proposed Amendments (the “Required Consent”) is not obtained, obtain new senior secured credit facilities (the “Backstop Bank Facilities”) comprised of (i) a term loan facility in an aggregate principal amount of up to $1.75 billion with terms identical to those applicable to the Existing Term Loan and (ii) a revolving credit facility in an aggregate principal amount of up to $1.25 billion with terms identical to those applicable to the Existing Revolving Facility, in each case with changes to such terms as are required to give effect to the Proposed Amendments; and

(c) obtain an incremental term B loan under the Amended Credit Agreements or the documentation for the Backstop Bank Facilities, as applicable, in the aggregate principal amount equal to the sum of (i) $1.615 billion plus (ii) the Additional Flex Amount (as defined in Exhibit B) (if any) (the “Additional Term B Facility”).

The Existing Credit Facilities under the Amended Credit Agreements or the Backstop Bank Facilities, as applicable, and the Additional Term B Facility are collectively referred to herein as the “Facilities”.

In connection with the foregoing, (a) each of Bank of America, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), PNC Bank, National Association (“PNC Bank”), Toronto Dominion (Texas) LLC (“Toronto Dominion”), SunTrust Bank (“SunTrust”), Fifth Third Bank (“Fifth Third”), Barclays Bank PLC (“Barclays”), Capital One, N.A. (“Capital One”), Regions Capital Markets, a division of Regions Bank (“RCM”), Bank of Montreal (“BMO”) and Canadian Imperial Bank of Commerce, New York Branch (“CIBC”) (each an “Initial Lender” and, collectively, the “Initial Lenders”) is pleased to advise you of its fully underwritten several, but not joint, commitment to provide a portion of the Additional Term B Facility in the amount set forth on Schedule I hereto (provided, that, in connection with the primary syndication of the Additional Term B Facility, the Lead Arrangers will syndicate (or participate, if applicable) the commitments of the Initial Lenders with respect thereto on a pro rata basis), (b) each of Bank of America, BTMU, PNC Bank, TD Bank, N.A. (“TD Bank”), SunTrust, Fifth Third, Barclays, Capital One, Regions Bank (“Regions”), BMO, and CIBC hereby commits that it will (i) vote in favor of the Proposed Amendments and (ii) not assign its interests in the Existing Revolving Credit Agreement or the Existing Term Loan Agreement or take any other action that could compromise its right to vote its interests in this manner until the earlier of the effectiveness of the Proposed Amendments or your decision to abandon the effort to obtain the Proposed Amendments and (c) each of Barclays and Capital One is pleased to advise you of its fully underwritten several, but not joint, commitment to provide a portion of the Term Loan Increase in the amount set forth on Schedule I hereto. Furthermore, Bank of America is pleased to advise you of its fully underwritten commitment, if the Required Consent is not obtained, to provide 100% of the aggregate principal amount of the Backstop Bank Facilities, all upon and subject to the terms set forth in this Commitment Letter. As used herein, “Bank Facilities Documentation” means the Proposed Amendments and all related documentation (or, if the Required Consent is not obtained, the credit agreement and all related documentation for the Backstop Bank Facilities) and the credit agreement and all related documentation for the Additional Term B Facility, as applicable.

It is agreed that (i) MLPFS (or any of its affiliates), BTMU, PNC Capital Markets LLC (“PNCCM”), TD Securities (USA) LLC (“TD Securities”), SunTrust Robinson Humphrey, Inc. (“STRH”), Fifth Third, Barclays and Capital One will act as joint lead arrangers for the Proposed Amendments and the Additional Term B Facility, including with respect to soliciting the Required Consent, and MLPFS (or any of its affiliates) will act as sole lead arranger and sole bookrunner for the Backstop Bank Facilities, if applicable (collectively in such capacities, the “Lead Arrangers”), (ii) MLPFS (or any of its affiliates) will act as sole bookrunner for the Facilities, (iii) Bank of America will act as sole administrative agent for the Facilities (in such capacity, the “Administrative Agent”), (iv) BTMU, PNC Bank, TD Bank, SunTrust, Fifth Third, Barclays and Capital One will act as co-syndication agents for the Facilities, and (v) Regions, BMO and CIBC will act as co-documentation agents for the Facilities. Bank of America (including in its capacities as a Lender), MLPFS, BTMU, PNC Bank, PNCCM, Toronto Dominion, TD Bank, TD Securities, SunTrust, STRH, Fifth Third, Barclays, Capital One, Regions, RCM, BMO, and CIBC (including, in each case, in their capacities as the Lead Arrangers), may be collectively referred to herein as the “Commitment Parties”. It is further agreed that MLPFS shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Facilities and shall perform the duties and exercise the authority customarily performed and exercised by them in such role. You agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed and no other titles will be awarded unless you and we shall so agree.

The (i) commitments of the Initial Lenders hereunder to fund the Additional Term B Facility, (ii) commitments of Barclays and Capital One to fund the Term Loan Increase, and (iii) advance of up to $950 million of loans under the Existing Revolving Facility (or, in the event the Required Consent is not obtained, the commitment of Bank of America to fund up to $950 million of revolving loans under the Backstop Bank Facilities), in each case, necessary to finance the Acquisition Costs (as hereinafter defined) on the Closing Date (as hereinafter defined) (the “Necessary Acquisition Funds”) and the agreements of the Lead Arrangers to perform the services described herein are subject solely to the conditions set forth in Exhibit C hereto and, upon satisfaction (or waiver by all Commitment Parties) of such conditions and subject to the Limited Conditionality Provision, the funding of the Necessary Acquisition Funds shall occur.

Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), any Fee Letter, the Bank Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations the accuracy of which shall be a condition to the availability of the Necessary Acquisition Funds on the Closing Date shall be (A) such of the representations made by the Target with respect to the Target and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Merger Agreement, or

the right not to consummate the Acquisition, as a result of a breach of such representations in the Merger Agreement (to such extent, the “Specified Merger Agreement Representations”) and (B) the Specified Representations (as defined below) in the Bank Facilities Documentation and (ii) the terms of the Bank Facilities Documentation shall be in a form such that they do not impair the availability of the Necessary Acquisition Funds on the Closing Date if the conditions set forth in Exhibit C hereto are satisfied (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests in certificated equity securities of GPN’s material, wholly owned domestic subsidiaries (to the extent required under the terms of Exhibit B hereto) and assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code; provided that stock certificates of the Target and its material, wholly-owned domestic subsidiaries will only be required to be delivered on the Closing Date to the extent received from the seller) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the grant, provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Necessary Acquisition Funds on the Closing Date, but instead shall be required to be delivered within 90 days after the Closing Date or otherwise pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and GPN acting reasonably). For purposes hereof, “Specified Representations” means the representations and warranties of the Loan Parties (as defined in the Summary of Terms) set forth in the Bank Facilities Documentation relating to corporate or other organizational existence, power and authority (as to execution, delivery and performance of the Bank Facilities Documentation), due authorization, execution and delivery of, and enforceability against the Loan Parties of, the Bank Facilities Documentation, execution of the Bank Facilities Documentation not conflicting with organizational documents of the Loan Parties, solvency as of the Closing Date (after giving effect to the Transactions) of GPN and its subsidiaries on a consolidated basis (with solvency to be defined in a manner consistent with the solvency certificate to be delivered in the form set forth in Annex I attached to Exhibit C hereto), Federal reserve margin regulations, the Investment Company Act, PATRIOT Act, use of proceeds of the Facilities on the Closing Date not violating OFAC and FCPA and, subject to the provisions of this paragraph, creation, validity and perfection of security interests in the Collateral. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision.”

The Lead Arrangers reserve the right, prior to or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders’ commitments hereunder to a group of banks, financial institutions and institutional lenders (together with the Initial Lenders and including any existing lenders under the Existing Credit Agreements that consent to the Proposed Amendments, the “Lenders”) identified by the Lead Arrangers and reasonably acceptable to you (such consent not to be unreasonably withheld or delayed); provided that we agree not to syndicate our commitments (a) to certain of those banks, financial institutions, other institutional lenders and other entities sep-arately identified in writing by you to us prior to the date hereof, or (b) to competitors (other than bona fide fixed income investors, banks (or similar financial institutions) or debt funds) of GPN, the Target and their respective subsidiaries and affiliates identified in writing by you to us from time to time prior to the date hereof (collectively, the “Disqualified Lenders”). The Lead Arrangers intend to commence syndication of the Facilities and solicitation of the Required Consent promptly upon your acceptance of this Commitment Letter and the Fee Letters. Until the earlier of (i) the date upon which a Successful Syndication (as defined in the Joint Fee Letter) is achieved and (ii) the 45^th day following the Closing Date (the “Syndication Date”), you agree to actively assist the Lead Arrangers in obtaining the Required Consent and achieving a syndication of the Facilities that is satisfactory to the Lead Arrangers and you. Such assistance shall include your (a) providing and causing your advisors to provide (and using commercially reasonable efforts, subject to, and not in contravention of the Merger Agreement, to cause the Target and its advisors to provide) the Commitment Parties and the other Lenders upon request with information customarily provided in transactions of this type and reasonably deemed necessary by the Commitment Parties to complete syndication and/or obtain the Required Consent, including, but not limited to, written, factually presented information and evaluations (other than the Projections) prepared by you and your advisors, or on your behalf, or the Target and its advisors, relating to the transactions contemplated hereby (including the Projections (as hereinafter defined), the “Information”), (b) reasonable assistance (including using commercially reasonable efforts to cause the Target, subject to, and not in contravention of the Merger Agreement, to assist) in the preparation of an Information Memoranda and other written materials to be used in connection with the syndication of the Facilities (collectively with the Summary of Terms, the “Information Materials”), (c) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing banking relationships, (d) using your commercially reasonable efforts to procure, at your expense, prior to the launch of the syndication, a public corporate family rating (but not a specific rating) in respect of GPN after giving effect to the Transactions from each of Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., (e) using your commercially reasonable efforts to ensure that there is no competing offering, placement or arrangement of any other senior credit facility for GPN and its subsidiaries which would have a material adverse effect on the syndication of the Additional Term Loan B Facility, the Term Loan Increase or the Backstop Bank Facilities and (f) otherwise assisting the Commitment Parties in their syndication efforts, including by making appropriate members of your senior management available (and your using commercially reasonable efforts to cause the senior management of the Target, subject to, and not in contravention of the Merger Agreement, to be available) at mutually agreed dates and times to attend and make presentations regarding the business and prospects of GPN and its subsidiaries, as appropriate, at one or more meetings, if any, of prospective Lenders. Notwithstanding anything to the contrary contained in the Commitment Letter or the Fee Letters, none of (x) your obligations to assist in syndication efforts as provided herein, (y) the

commencement of the syndication or (z) a Successful Syndication, shall constitute a condition to the initial funding or availability of the Facilities.

It is understood and agreed that the Lead Arrangers will manage all aspects of the syndication and the solicitation of the Required Consent in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that unless we and you shall otherwise agree, no Lender participating in the Facilities will receive compensation from you in order to obtain its commitment or its consent to the Proposed Amendments, except on the terms contained in this Commitment Letter and in the Fee Letters.

You represent, warrant and covenant that (with respect to any information relating to the Target and its subsidiaries, to your knowledge) (a) all financial projections concerning GPN and its subsidiaries that have been or are hereafter made available to the Commitment Parties or the Lenders by you or any of your representatives (or on your or their behalf) or by the Target or any of its subsidiaries or representatives (or on their behalf) (the “Projections”) in connection with the transaction contemplated hereby have been or will be prepared in good faith based upon assumptions deemed reasonable at the time of preparation and at the time such Projections are furnished and (b) all Information, other than Projections, which has been or is hereafter made available to the Commitment Parties or the Lenders by you or any of your representatives (or on your or their behalf) or by the Target or any of its subsidiaries or representatives (or on their behalf) in connection with any aspect of the transactions contemplated hereby, as and when furnished, is and will be complete and correct in all material respects, when taken as a whole, and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made (after giving effect to all supplements and updates with respect thereto), not materially misleading. You agree to, and to use your commercially reasonable efforts, subject to, and not in contravention of the Merger Agreement, to cause the Target to, furnish us with further and supplemental information from time to time until the date of the initial borrowing under the Facilities (the “Closing Date”) so that the representation, warranty and covenant in the immediately preceding sentence is correct on the Closing Date as if the Information were being furnished, and such representation, warranty and covenant were being made, on such date. In issuing this commitment and in arranging and syndicating the Facilities and soliciting the Required Consent, the Commitment Parties are and will be using and relying on the Information without independent verification thereof.

You acknowledge that (a) the Lead Arrangers and/or the Initial Lenders on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to GPN, the Target or their respective affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. If requested, you will assist us (and use commercially reasonable efforts to cause the Target to assist us) in preparing an additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

Before distribution of any Information Materials (a) to prospective Private Lenders, you shall provide us with a customary letter authorizing the dissemination of the Information Materials and (b) to prospective Public Lenders, you shall provide us with a customary letter authorizing the dissemination of the Public Information Materials and confirming the absence of MNPI therefrom. Each letter and Information Memorandum will be accompanied by a disclaimer exculpating you, the Target and us with respect to any use thereof and of any related Information Materials by the recipients thereof In addition, at our request, you shall identify Public Information Materials by clearly and conspicuously marking the same as “PUBLIC”.

You agree that the Lead Arrangers and/or the Initial Lenders on your behalf may distribute the following documents to all prospective Lenders, unless you advise the Lead Arrangers and the Initial Lenders in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders: (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to Facilities’ terms and (c) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of definitive documents with respect to the Facilities. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers and the Initial Lenders will not distribute such materials to Public Lenders without further discussions with you. You agree (whether or not any Information Materials are marked “PUBLIC”) that Information Materials made available to prospective Public Lenders in accordance with this Commitment Letter shall not contain MNPI.

By executing this Commitment Letter, you agree to pay the fees set forth in the separate amended and restated fee letter addressed to you dated the date hereof from the Commitment Parties (the “Joint Fee Letter”), in that separate amended and restated agency

fee letter addressed to you dated the date hereof from Bank of America and MLPFS (the “Agency Fee Letter”) and in each separate fee letter addressed to you dated the date hereof from each applicable Lead Arranger (other than MLPFS), co documentation agent or senior managing agent (the “Other Fee Letters” and collectively with the Joint Fee Letter and the Agency Fee Letter, the “Fee Letters”). If the Closing Date occurs, you also agree to reimburse each Commitment Party from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable and actual fees, disbursements and other charges of Moore & Van Allen, PLLC, as counsel to MLPFS and the Administrative Agent and any special or local counsel to the Commitment Parties or the Lenders retained by MLPFS or the Administrative Agent, (b) a fee for the establishment and usage of a SyndTrak secure deal syndication website, and (c) the Administrative Agent’s and MLPFS’s due diligence and syndication expenses (such as the expenses of a bank meeting and the printing of presentations and an offering memorandum)) incurred in connection with the Facilities (including the solicitation of the Required Consent), the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby, provided that you have received supporting documentation for such requested reimbursements in a reasonable level of detail and that prior to the incurrence of any material expense, the estimated amount thereof shall be discussed with, and agreed upon by Bank of America, MLPFS and GPN. You acknowledge that Bank of America and/or MLPFS may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

You agree to indemnify and hold harmless each of the Commitment Parties and each of their affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of any action, litigation or investigation in respect of (a) any matters contemplated by this Commitment Letter, the Fee Letters, the Merger Agreement (as hereinafter defined) or any related transaction or (b) the Facilities and any other financings or any use made or proposed to be made with the proceeds thereof and to reimburse each Indemnified Party upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, except to the extent such claim, damage, loss or liability (i) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties (as defined below), or (ii) results from a claim brought by you against an Indemnified Party for a material breach of such Indemnified Party’s obligations hereunder, if you have obtained a final and nonappealable judgment in your favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors, the Target or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equityholders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages resulting from either (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction, or (ii) the material breach of such Indemnified Party’s obligations hereunder as determined by a final and nonappealable judgment of a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from either (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction, or (ii) the material breach of such Indemnified Party’s confidentiality obligations hereunder as determined by a final and nonappealable judgment of a court of competent jurisdiction. For purposes hereof, “Related Party” means (1) any controlling person or controlled affiliate of such Indemnified Party, (2) the respective directors, officers or employees of such Indemnified Party or any of its controlling persons or controlled affiliates and (3) the respective agents of such Indemnified Party or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of, or at the express instructions of, such Indemnified Party, controlling person or such controlled affiliate; provided that each reference to a controlling person, controlled affiliate, director, officer or employee in this sentence pertains to a controlling person, controlled affiliate, director, officer or employee involved in the negotiation or syndication of this Commitment Letter and the Facilities. Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by you under this paragraph to such Indemnified Party for any such losses, claims, damages, liabilities and expenses to the extent it has been determined by a final, nonappealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof.

This Commitment Letter and the Fee Letters and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Facilities or as otherwise required by law, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may (i) disclose this Commitment Letter (but not

the Fee Letters) to the Target and its officers, directors, accountants, attorneys and other professional advisors on a confidential and need to know basis, (ii) to the extent portions thereof have been redacted in a manner to be reasonably agreed by the Commitment Parties (including the portions thereof addressing fees payable to the Commitment Parties and/or the other Lenders, economic flex terms and other economic terms), disclose the Fee Letters to the Target and its officers, directors, accountants, attorneys and other professional advisors on a confidential and need to know basis and (iii) after your acceptance of this Commitment Letter and the Fee Letters, disclose this Commitment Letter (including the Summary of Terms) but not the Fee Letters (other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other required filings), in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of us is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow each of us to identify you in accordance with the Act.

You acknowledge that any Commitment Party or its respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. Each Commitment Party agrees that, except as provided herein, it will not furnish Confidential Information (as defined below) obtained from you to any of its other customers and that it will treat Confidential Information relating to you and your affiliates with the same degree of care as it treats its own confidential information. Each Commitment Party further advises you that it will not make available to you confidential information that it has obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted (a) to disclose Confidential Information to the extent requested by any regulatory authority purporting to have jurisdiction over it, (b) to disclose Confidential Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (c) to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives (collectively, “Representatives”) any information concerning you or any of your affiliates that is or may come into the possession of the Commitment Parties or any of such affiliates; provided that if any such information constitutes Confidential Information (defined below), the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential, (d) to the extent that such Confidential Information becomes publicly available other than by reason of disclosure in violation of this agreement by the Commitment Parties or any of their affiliates, Related Parties or Representatives, (e) for purposes of establishing a “due diligence” defense, (f) to the extent that such Confidential Information is or was received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, the Target or any of your or their subsidiaries or affiliates, (g) to the extent that such information is independently developed by the Commitment Parties or (h) to potential Lenders, participants, assignees or potential counterparties to any swap or derivative transaction relating to GPN or any of its subsidiaries or any of their respective obligations, in each case, who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and the Commitment Parties, including as may be agreed in any confidential information memorandum or other marketing material) in each case, other than any Disqualified Lender. For purposes hereof, “Confidential Information” means all information received from you or any of your subsidiaries or the Target or any of its subsidiaries (or any of their respective Representatives) in connection with the services and transactions contemplated hereby relating to GPN or any of its subsidiaries, the Target or any of its subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by you or any of your subsidiaries. GPN agrees that any references to the Commitment Parties or any of their respective affiliates made in connection with the Facilities in any publicly distributed writing are subject to the prior approval of the applicable Commitment Party, such approval not to be unreasonably withheld or delayed; provided however, in no event shall any prior approval be required for any statement or disclosure that is required to be made by GPN (a) to any regulatory authority purporting to have jurisdiction over it, or (b) pursuant to applicable laws or regulations or by any subpoena or similar legal process. The Commitment Parties shall be permitted to use information related to the syndication and arrangement of the Facilities in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications; including, but not limited to, the placement of “tombstone” advertisements in publications of its choice at its own expense.

You acknowledge that Bank of America currently is acting as administrative agent and a lender under the Existing Credit Agreements, and your and your affiliates’ rights and obligations under any other agreement with any of the Commitment Parties or any of their respective affiliates (including the Existing Credit Agreements) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by the Commitment Parties’ performance or lack of performance of services hereunder.

In addition, you acknowledge that GPN (or one of its affiliates) has retained MLPFS and Barclays Capital Inc. as the buy-side financial advisor (in such capacity, collectively, the “Financial Advisor”) in connection with the Acquisition. You agree not to assert any claim you might allege to the extent based on any actual or potential conflicts of interest that might be asserted to arise

or result from the engagement of the Financial Advisor, on the one hand, and the roles and activities of us and our affiliates with respect to the financing for the Transactions contemplated hereunder.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging and other services described herein regarding the Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and each Commitment Party, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b) (i) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (ii) no Commitment Party has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c) each Commitment Party and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and no Commitment Party shall have any obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

The provisions of the immediately preceding seven paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Facilities shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of any Commitment Party hereunder; provided, however, that the obligations of the Commitment Parties with respect to Confidential Information shall terminate on the earlier of (a) the date which is two years from the date of this Commitment Letter and (b) the execution of definitive documentation for the Facilities. Subject to the provisions in the preceding sentence, you may terminate the Commitment Letter and the Initial Lenders’ commitments with respect to the Facilities hereunder at any time.

This Commitment Letter and the Fee Letters may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letters by telecopier, facsimile or other electronic imaging (e.g., “pdf” or “tif”) means shall be effective as delivery of a manually executed counterpart thereof.

This Commitment Letter (including the Summary of Terms) and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of New York; provided that (i) the interpretation of the definition of “Company Material Adverse Effect” (as defined in Exhibit C hereto) and whether or not a “Company Material Adverse Effect” has occurred, (ii) the accuracy of any of the Specified Merger Agreement Representations and whether as a result of any inaccuracy thereof you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations to consummate the Acquisition, or not to consummate the Acquisition and (iii) whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. Each of you and the Commitment Parties hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the Summary of Terms), the Fee Letters, the transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof. Each of the Commitment Parties and you hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter (including the Summary of Terms), the Fee Letters and the transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Nothing in this Commitment Letter, the Summary of Terms or any Fee Letter shall affect any right that any Commitment Party or any affiliate thereof may otherwise have to bring any claim, action or proceeding relating to this Commitment Letter (including the Summary of Terms), the Fee Letters and/or the transactions contemplated hereby and thereby in any court of competent jurisdiction to the extent necessary or required as a matter of law to assert such claim, action or proceeding against any assets of GPN or any of its subsidiaries or enforce any judgment arising out of any such claim, action or proceeding. Each Commitment Party and you agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. Each Commitment Party and you waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

This Commitment Letter (including the Summary of Terms) and the Fee Letters embody the entire agreement and understanding among the Commitment Parties, you and your affiliates with respect to the Facilities and supersede all prior agreements and understandings relating to the specific matters hereof. This Commitment Letter is not assignable by GPN without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties. In addition, the Commitment Parties may employ the services of affiliates or branches, and such affiliates or branches shall be entitled to the benefits afforded to, and subject to the provisions governing the conduct of, the Commitment Parties.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the good faith negotiation of the Bank Facilities Documentation in a manner consistent with the Documentation Principles (it being acknowledged that the commitment provided hereunder is subject to the conditions set forth in Exhibit C) and (ii) the Fee Letters are binding and enforceable agreements with respect to the subject matter contained therein; provided that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate any portion of the Transactions.

All commitments and undertakings of the Commitment Parties hereunder will expire on earlier of (i) the consummation of the Acquisition with or without the funding of the Facilities, (ii) three business days following the date of the termination of the Acquisition Agreement by you or with your consent, prior to the closing of the Acquisition, (iii) the third day following written notice of termination of this Commitment Letter by you to the Commitment Parties and (iv) June 15, 2016; provided that if on such date, all of the conditions set forth in Article VI and Article VII of the Merger Agreement are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, provided that such conditions would be satisfied if the Closing occurred on such date) and the Marketing Period (as defined in the Merger Agreement) has commenced and not ended (an “Ongoing Marketing Period”), such date shall be automatically extended to the twenty-first (21^st) business day following the first day of the Ongoing Marketing Period.

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We are pleased to have the opportunity to work with you in connection with this important financing.



Very truly yours,

BANK OF AMERICA, N.A.

By:	/s/ James Dallas
	Name: James Dallas
	Title: Director

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:	/s/ James Dallas
	Name: James Dallas
	Title: Director

GLOBAL PAYMENTS INC.