Exhibit












March 30, 2017


Global Payments Inc.
10 Glenlake Parkway, NE
Atlanta, Georgia 30328-3473 


		
	Re:
	Third Amendment to Second Amended and Restated Credit Agreement, dated as of July 31, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Global Payments Inc., a Georgia corporation (the “Company”), the other borrowers party thereto (together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:


Reference is made to the Credit Agreement.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.


The Company and the Administrative Agent The parties hereto agree that the reference to “March 30, 2017” in Section 2.07(f) of the Credit Agreement is hereby amended to be “March 31, 2017”.


The Credit Agreement remains in full force and effect as modified to the extent set forth herein.  This letter agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.  Delivery of an executed counterpart of this letter by facsimile or other secure electronic format (.pdf) shall be effective as an original.  This letter agreement shall be effective upon receipt by the Administrative Agent of counterparts of this letter agreement executed by the Credit Parties.  This letter agreement is a Loan Document.


This letter shall be governed by and construed in accordance with the laws of the State of New York.


[signature pages follow].








1












	
		
	 
	 

	 
	Very truly yours,


BANK OF AMERICA, N.A.,
as Administrative Agent


By:    /S/ Angela Larkin    
Name:    Angela Larkin
Title:    Assistant Vice President
























                    


THIRD AMENDMENT
GLOBAL PAYMENTS, INC.













Accepted and Agreed to:


	
		
	BORROWERS:
	 

	 
	GLOBAL PAYMENTS INC.,
a Georgia corporation


By: /S/ David L. Green
Name: David L. Green
Title:    EVP, General Counsel & Secretary



	 
	GLOBAL PAYMENTS DIRECT, INC.,
a New York corporation


By: /S/ David L. Green
Name: David L. Green
Title: Secretary



	 
	GLOBAL PAYMENTS UK LTD.,
an English company governed by the Laws of England and Wales


By: /S/ David L. Green
Name: David L. Green
Title: Director



	 
	GLOBAL PAYMENTS ACQUISITION 
CORPORATION 2,
a Luxembourg société à responsabilité limitée, having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, and registered with the R.C.S. Luxembourg under number B 139.629    
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Type A Manager



	 
	GLOBAL PAYMENTS ACQUISITION PS 1 - GLOBAL PAYMENTS DIRECT,
a Luxembourg société en nom collectif, having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg, and registered with the R.C.S. Luxembourg under number B 139.804
By:    Global Payments Direct, Inc., its Manager
By:     /S/ David L. Green        
Name:     David L. Green
Title:     Secretary








THIRD AMENDMENT
GLOBAL PAYMENTS, INC.









	
		
	 
	GLOBAL PAYMENTS ACQUISITION PS 2 C.V.,
a Netherlands limited partnership
By:     Global Payments Direct., Inc., acting in its capacity as general partner of Global Payments Acquisition PS 1 C.V., in its turn representing Global Payments Acquisition PS 1 - Global Payments Direct S.e.n.c., in its turn acting in its capacity as general partner on behalf and for the benefit of Global Payments Acquisition PS 2 C.V.
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Authorised Signatory
























































THIRD AMENDMENT
GLOBAL PAYMENTS, INC.











	
		
	GUARANTORS:
	 

	 
	GLOBAL PAYMENTS DIRECT, INC.,
a New York corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	GLOBAL PAYMENT HOLDING COMPANY,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary

	 
	Global Payments CHECK SERVICES, Inc.,
an Illinois corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Authorized Signatory

	 
	Global Payments GAMING SERVICES, Inc.,
an Illinois corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Authorized Signatory

	 
	GLOBAL PAYMENTS CHECK RECOVERY SERVICES, INC.,
a Georgia corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Authorized Signatory

	 
	GLOBAL PAYMENTS GAMING INTERNATIONAL, INC.,
a Georgia corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Authorized Signatory

	 
	DEBITEK, INC.,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary






THIRD AMENDMENT
GLOBAL PAYMENTS, INC.









	
		
	 
	DIGITAL DINING, LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	DINERWARE, LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	GP FINANCE, INC.,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	GREATER GIVING, INC.,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	HEARTLAND ACQUISITION, LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	HEARTLAND COMMERCE, INC.,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary

	 
	HEARTLAND PAYMENT SOLUTIONS, INC.,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary






THIRD AMENDMENT
GLOBAL PAYMENTS, INC.









	
		
	 
	HEARTLAND PAYMENT SYSTEMS, LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary

	 
	HEARTLAND PAYROLL SOLUTIONS, INC.,
a Delaware corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	OPENEDGE PAYMENTS LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	PAYPROS LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	PAYROLL 1, INC.,
a Michigan corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	PCAMERICA, LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	TOUCHNET INFORMATION SYSTEMS, INC.,
a Kansas corporation
By:    /S/ David L. Green        
Name:     David L. Green
Title:    Secretary








THIRD AMENDMENT
GLOBAL PAYMENTS, INC.









	
		
	 
	XPIENT, LLC,
a Delaware limited liability company
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Secretary



	 
	EDUCATIONAL COMPUTER SYSTEMS, INC.,
a Pennsylvania corporation
By:     /S/ David L. Green        
Name:     David L. Green
Title:    Authorized Signatory



	 
	 

	 
	 


















THIRD AMENDMENT
GLOBAL PAYMENTS, INC.