EX-10.1


 Exhibit 10.1 

Execution Version 
 CONFIDENTIAL

 December 16, 2017 

Bilateral Loan Facility 

Commitment Letter 
 Total System Services,
Inc. 
 One TSYS Way 
 Columbus, Georgia, 31901 

Attention: Paul M. Todd, Senior Executive Vice President and Chief Financial Officer 

$450 Million Bilateral Term Loan Facility 

Ladies and Gentlemen: 
 You have advised Bank of America N.A.
(“Bank of America”, “us” or “we”) that Total System Services, Inc., a Georgia corporation (“you” or the “Borrower”) intends to
acquire (the “Acquisition”), through a stock purchase, Cayan Holdings LLC (the “Target”) from PCP MW Holding Corp., a Delaware corporation and the other equityholders of the Target (collectively, the
“Sellers”) pursuant to that certain Agreement and Plan of Merger (together with all exhibits, schedules and disclosure letters thereto, the “Purchase Agreement”) dated as of December 16, 2017
among the Target, the Sellers, Parthenon Investors IV L.P., a Delaware limited partnership, as the representative of the equityholders of the Target and the Borrower. Capitalized terms used but not defined herein are used with the meanings assigned
to them in the Exhibits attached hereto. This letter, Exhibit A (the “Summary of Terms”) and Exhibit B attached hereto, are collectively referred to as the “Commitment Letter”. The
Acquisition, the entering into and funding of the Bilateral Term Loan Facility (as defined below) and all related transactions are hereinafter collectively referred to as the “Transaction.” 

In connection therewith Bank of America is pleased to offer its commitment to provide a $450 million senior bilateral term loan facility to the Borrower
(the “Bilateral Term Loan Facility”), upon and subject only to the terms and conditions set forth in this Commitment Letter. 
 The
commitments of Bank of America hereunder are solely subject to the satisfaction (or waiver) of each of the conditions precedent expressly set forth in Exhibit B and the following conditions precedent: (a) the execution and delivery of
definitive documentation for the Bilateral Term Loan Facility (the “Term Facility Documentation”) consistent with this Commitment Letter and (b) between the date of the Purchase Agreement and the Closing Date, there
shall not have occurred a Company Material Adverse Effect, and upon satisfaction (or applicable waiver) of such conditions, the funding of the Bilateral Term Loan Facility shall occur (the conditions described in this sentence including clause
(a) and (b) hereof, the “Funding Conditions”). As used herein, “Company Material Adverse Effect” shall mean “Material Adverse Effect” as defined in the Purchase Agreement. 






 Notwithstanding anything in this Commitment Letter, the Fee Letter (as hereinafter defined) or the Term Facility
Documentation to the contrary, (a) the only representations relating to you and your subsidiaries, the Target and its subsidiaries and their respective businesses the accuracy of which shall be a condition to availability of the Bilateral Term
Loan Facility on the Closing Date shall be (i) such of the representations made by the Target (or its affiliates) in the Purchase Agreement as are material to the interests of us, but only to the extent that the accuracy of any such
representation is a condition to your (or your affiliates’) obligations to close under the Purchase Agreement or you have the right to terminate your (or your affiliates’) obligations under the Purchase Agreement as a result of a breach of
such representations in the Purchase Agreement (the “Specified Purchase Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Term
Facility Documentation shall be in a form such that they do not impair availability of the Bilateral Term Loan Facility on the Closing Date if the conditions set forth in the immediately preceding paragraph and in Exhibit B to this Commitment Letter
are satisfied. For purposes hereof, “Specified Representations” means the representations and warranties set forth in Exhibit A relating to corporate existence and qualification, corporate or organizational power and
authority to enter into the Term Facility Documentation, due authorization, execution and delivery, in each case, as they relate to the entering into and performance of the Term Facility Documentation, the enforceability of the Term Facility
Documentation, no conflicts (x) with applicable laws that would result in a Material Adverse Effect (to be defined substantially consistent with the definition thereof in the Existing Credit Agreement), or (y) with organizational documents
(in the case of each of (x) and (y), solely as they relate to conflicts arising as a result of entering into and the incurrence of the loans made under the Term Facility Documentation and, if any and only as required, the provision of the
guarantees in respect thereof), use of proceeds, solvency of Borrower and its subsidiaries (on a consolidated basis) as of the Closing Date, as evidenced by a certificate substantially in the form of Exhibit C to the Commitment Letter, Patriot Act,
Federal Reserve margin regulations, the Investment Company Act, OFAC, FCPA and anti-money laundering (with respect to OFAC, FCPA and anti-money laundering, as to compliance in all material respects by the Borrower and its subsidiaries, other than
the Target and its subsidiaries). Notwithstanding anything in this Commitment Letter, the Fee Letter or the Term Facility Documentation to the contrary, the only conditions to Bank of America’s commitment hereunder and availability of the
Bilateral Term Loan Facility on the Closing Date are expressly set forth in the immediately preceding paragraph and in Exhibit B. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality
Provision” and shall constitute a condition precedent as referenced in Exhibit B. It being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms
of this Commitment Letter, the Fee Letter or the Term Facility Documentation, it being understood the Funding Conditions are conditions to the commitments hereunder. 

Notwithstanding the foregoing or anything to the contrary set forth in this Commitment Letter, the Fee Letter or the Term Facility Documentation, the Borrower
shall not be required to disclose communications relating to any litigation or investigation, or the conduct thereof, solely to the extent that such disclosure would reasonably be expected to result in the waiver of the attorney-client privilege or
work product protection applicable thereto (but for the avoidance of doubt any such limitation on disclosure shall not limit any representations made by the Borrower with respect to the accuracy or completeness of information hereunder or under the
Term Facility Documentation). 
 You represent and warrant that (a) all written information (the “Information”) which has been
or is hereafter made available to Bank of America by you or any of your Representatives (as hereinafter defined) (or on your or their behalf, but only to your knowledge with respect to any written Information that is provided by the Sellers, the
Target, their subsidiaries or their Representatives) in connection with any aspect of the Bilateral Term Loan Facility other than (i) information of a general economic or general industry nature, or information and data prepared by a third
party that is not one of your Representatives or a third party acting on your or such Representatives’ behalf, and (ii) all projections, financial estimates, 

  
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forecasts and other forward-looking information (“Projections”), as and when furnished and taken as a whole (after giving effect to (x) with respect to information
delivered on or prior to the date hereof, supplements delivered on or prior to the date hereof and (y) with respect to information delivered after the date hereof, supplements delivered thereafter), is and will be complete and correct in all
material respects 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 not materially misleading in light of the circumstances under which such
statements are made and (b) the Projections that have been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon
assumptions believed by you to be reasonable at the time furnished to us (it being understood and agreed that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may
differ from the projected results, and such differences may be material). You agree to furnish us with further and supplemental information from time to time until the date of the initial borrowing under the Bilateral Term Loan Facility (the
“Closing Date”) so that the representation and warranty in the immediately preceding sentence would be correct in all material respects if the Information were being furnished, and such representation, and warranty were being
made, on such date. In issuing this commitment, Bank of America is and will be using and relying on the Information without independent verification thereof. 

By executing this Commitment Letter, you agree to reimburse Bank of America from time to time on demand for all reasonable and invoiced out-of-pocket fees and expenses, including, but not limited to, (a) the reasonable and invoiced fees, disbursements and other charges of counsel to Bank of America (it
being understood and agreed that Bank of America shall use a single transaction counsel in connection with the principal negotiation and documentation of this Commitment Letter and the Bilateral Term Loan Facility, the fees for which Bank of
America’s counsel currently estimate to be in a range separately communicated to you and the Lead Arrangers agree to cause their counsel to notify you promptly if we believe such estimate will be exceeded) and (b) out-of-pocket due diligence expenses by Bank of America in connection with the Bilateral Term Loan Facility, the preparation of the Term Facility Documentation and the other transactions contemplated
hereby. The provisions of this paragraph shall remain in full force and effect regardless of whether the Term Facility Documentation shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment of
Bank of America hereunder. 
 You agree to indemnify and hold harmless Bank of America and each of its affiliates and their respective officers,
directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses,
liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel but in each case limited to the reasonable and documented
out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Parties taken as a whole and, if reasonably necessary, one local counsel for all
Indemnified Parties taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and if reasonably necessary, one local counsel in each relevant jurisdiction) to each
group of similarly situated affected Indemnified Parties) that are actually incurred by or asserted or awarded against any such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter (including the Acquisition) or (b) the Bilateral Term Loan Facility or
any use made or proposed to be made with the proceeds thereof (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent such
claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s bad faith, gross negligence or willful misconduct or


  
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(ii) the material breach by such Indemnified Party of its obligations under this Commitment Letter. 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 or an Indemnified Party, whether or not an Indemnified Party is otherwise a party
thereto and whether or not the Closing Date occurs. 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 equity holders or creditors arising out of, related to or in connection with the Acquisition, this Commitment Letter or any aspect of the Bilateral Term Loan Facility, except to the extent of direct, as opposed to special, indirect,
consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s bad faith, gross negligence or willful misconduct or (ii) the
material breach by such Indemnified Party of its obligations under this Commitment Letter. Additionally, you shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to Bank of America or its subsidiaries or
affiliates, or to their respective equity holders or creditors for any special, indirect, consequential or punitive, damages arising out of, related to or in connection with the Acquisition, this Commitment Letter or any aspect of the Bilateral Term
Loan Facility; provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this paragraph. 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 the bad faith,
gross negligence or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction. The foregoing provisions in this paragraph shall be superseded in each case by the applicable
corresponding provisions contained in the Term Facility Documentation upon the execution thereof and thereafter shall have no further force and effect. 

This Commitment Letter, the fee letter dated the date hereof and delivered herewith among you and us (the “Fee Letter”) and the
contents hereof and thereof are confidential and, except for disclosure hereof or thereof as otherwise permitted herein, may not be disclosed in whole or in part to any person or entity without our prior written consent. Bank of America hereby
notifies 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”), it is required to obtain, verify
and record information that identifies you, the Target and your and their subsidiaries, which information includes your and their names and addresses and other information that will allow Bank of America to identify you and them in accordance with
the Act. 
 You acknowledge that Bank of America or its affiliates may be providing financing or other services to parties whose interests may conflict with
yours. Bank of America agrees that it will not furnish confidential information 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. Bank of America 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 Bank of America is permitted to access, use and, subject to the confidentiality provisions of this Commitment Letter or other applicable confidentiality agreements, share with any of its bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates (but no such information regarding any of your customers) that is or may come
into the possession of Bank of America or any of such affiliates. 
 In connection with all aspects of the Bilateral Term Loan Facility, you acknowledge and
agree that: (a) (i) the arranging and other services described herein regarding the Bilateral Term Loan Facility are arm’s-length commercial transactions between you, on the one hand, and Bank
of America, on the other 

  
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hand that do not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliates on the part of Bank of America, (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 understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by
this Commitment Letter; (b) (i) Bank of America 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 or any other person or entity and (ii) Bank of America has no obligation to you or any other person or entity with respect to the transactions contemplated hereby except those obligations expressly set forth herein;
and (c) Bank of America and each of its affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and Bank of America has no obligation to disclose any of such
interests to you or your affiliates. You agree that you will not claim that Bank of America has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to you, in connection with the Bilateral Term Loan Facility.

 The indemnification, fee, expense, jurisdiction, governing law, venue, waiver of jury trial, agreement not to assert fiduciary duty claims, agreements
relating to activities of affiliates of Bank of America, confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether the Term Facility Documentation shall be executed and delivered,
and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of Bank of America hereunder. This Commitment Letter may not be amended or waived except by an instrument in writing signed by the Borrower and Bank of
America. 
 This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or
substance shall be disclosed by you, directly or indirectly, to any other person except (a) to you, the Sellers, the Target, its subsidiaries and the officers, directors, employees, affiliates, members, partners, stockholders, attorneys,
accountants, agents and advisors of the forgoing persons on a confidential and need-to-know basis (provided that any disclosure of the Fee Letter or its terms or
substance to the Sellers, the Target, its subsidiaries or their officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents or advisors shall be redacted as to fees contained therein in a customary
manner), (b) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (including, for the avoidance of doubt, in filings with the Securities and Exchange Commission
and other applicable regulatory authorities and stock exchanges; provided that the terms and contents of any of the Fee Letter shall not be included in any such disclosure in filings with the Securities and Exchange Commission and other
applicable regulatory authorities and stock exchanges, but to the extent required by applicable law, you may disclose the aggregate fee amounts in the Fee Letter as part of a generic disclosure of total fees and expenses in connection with the
aggregate sources related to the Transactions) (in which case you agree, to the extent permitted by law, to inform us promptly in advance thereof) and (c) the Commitment Letter and Summary of Terms may be disclosed to any rating agency. 

Bank of America agrees that it will maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information (as
defined below) may be disclosed (a) to its respective affiliates and to its and its affiliates’ respective partners, directors, officers, employees, agents, advisors, legal counsel, independent auditors and professionals and other
representatives (collectively, “Representatives”) (it being understood and agreed that (i) Representatives will be informed of the confidential nature of such Confidential Information and instructed to keep such
Confidential Information confidential and (ii) a party making such information available to its affiliates and its and their respective officers, directors and employees agrees to be responsible for any breach of this paragraph that results
from the actions or omissions of such affiliates, officers, directors and employees), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory


  
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authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any legal process, subpoena, judicial or administrative
proceeding or similar compulsory process, provided Bank of America agrees that it will notify you as soon as practical in the event of any such disclosure (other than at the request of a regulatory authority), unless such notification shall
be prohibited by applicable law or legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Commitment Letter, the Fee Letter, or under any documentation evidencing or relating to the
Bilateral Term Loan Facility or any action or proceeding relating to this Commitment Letter, the Fee Letter, or any documentation evidencing or relating to the Bilateral Term Loan Facility or the enforcement of rights hereunder or thereunder,
(f) with your consent, (g) to the extent such Confidential Information (x) becomes publicly available other than as a result of disclosure by Bank of America, its affiliates or Representatives or (y) becomes available to Bank of
America or any of its respective affiliates on a nonconfidential basis from a source other than the Borrower, its affiliates or Representatives or any person that Bank of America or its Representatives know is breaching a confidentiality obligation
to the Borrower or its subsidiaries by making such Confidential Information available without the consent or authorization of the Borrower, or (h) in the case of the information set forth on Exhibit A, to S&P and Moody’s on a
confidential basis. For purposes of this paragraph, “Confidential Information” means all information received from you, the Target or your or their subsidiaries relating to you, the Target or any of your or their subsidiaries
or affiliates or any of their respective businesses, other than any such information that is available to Bank of America or its affiliates on a nonconfidential basis prior to disclosure by you or any of your subsidiaries. Any Person required to
maintain the confidentiality of Confidential Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such
Confidential Information as such person would accord to its own confidential information. The obligations of Bank of America under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Term Facility
Documentation, and in any case, on the date that is one year from the date hereof. 
 This Commitment Letter and the Fee Letter may be executed in
counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letter by telecopier, facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart thereof. 
 This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of
New York; provided, however, that (a) the interpretation of the definition of Company Material Adverse Effect and the determination of whether there shall have occurred a Company Material Adverse Effect, (b) the determination of
whether the Acquisition has been consummated as contemplated by the Purchase Agreement, and (c) the determination of whether the representations and warranties made by the Target in the Purchase Agreement are accurate, and whether any
inaccuracy thereof entitles the Borrower to terminate its obligations under the Purchase Agreement or not to consummate the Acquisition, shall be determined in accordance with the laws of the State of Delaware without regard to principles of
conflicts of laws that would result in the application of the laws of any other jurisdiction. Bank of America and you hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of
Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or
thereunder. Bank of America and you agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. Bank of
America and you hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any
inconvenient forum. Bank of America and you hereby irrevocably waive any and all right to trial by jury 

  
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in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to the Acquisition, this Commitment Letter, the Fee Letter, the Bilateral Term
Loan Facility or the actions of Bank of America in the negotiation, performance or enforcement hereof. 
 This Commitment Letter and the Fee Letter
embody the entire agreement and understanding among Bank of America and you with respect to the Bilateral Term Loan Facility and supersede all prior agreements and understandings relating to the specific matters hereof. No party has been authorized
by Bank of America to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is not assignable by the Borrower without our prior written consent and is intended to be solely for the benefit of
the parties hereto and the Indemnified Parties. 
 Each of the parties hereto agrees that this Commitment Letter, if accepted by you as provided above, is a
binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether
considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Term Loan Documentation by the parties hereto in a manner consistent with this Commitment
Letter, it being acknowledged and agreed that the funding of the Bilateral Term Facility and the commitment provided hereunder is subject to the Funding Conditions. 

This Commitment Letter and all commitments and undertakings of Bank of America hereunder will expire at 11:59 p.m. (New York City time) on December 17,
2017 unless you execute this Commitment Letter and the Fee Letter and return them to us prior to that time (which may be by facsimile or electronic transmission), whereupon this Commitment Letter and the Fee Letter (each of which may be signed in
one or more counterparts) shall become binding agreements. In the event that the initial borrowing under the Bilateral Term Loan Facility does not occur on or before the Expiration Date, then this Commitment Letter and the commitments hereunder
shall automatically terminate unless we shall, in our discretion, agree to an extension. “Expiration Date” means the earliest of (i) March 15, 2018, (ii) the closing of the Acquisition without the use of the Bilateral Term
Loan Facility and (iii) the termination (in accordance with the terms thereof) or public abandonment of the Purchase Agreement, after execution of the Purchase Agreement and prior to closing of the Acquisition. 

THIS WRITTEN AGREEMENT (WHICH INCLUDES THE SUMMARY OF TERMS) AND THE FEE LETTER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
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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/ Jonathan Mullen

	Name:	 	 Jonathan Mullen

	Title:	 	 Managing Director



 [Signature Page to Commitment Letter] 






 Accepted and agreed to as of the date first above written: 

 

			
	TOTAL SYSTEM SERVICES, INC.
		
	By:	 	 /s/ Paul M. Todd

	Name:	 	Paul M. Todd
	Title:	 	Senior Executive Vice President and Chief Financial Officer

 [Signature Page to Commitment Letter] 






 Execution Version 

EXHIBIT A 
 SUMMARY OF
TERMS AND CONDITIONS 
 TOTAL SYSTEM SERVICES, INC. 

$450 MILLION BILATERAL TERM LOAN FACILITY 

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit A is attached. 

 

			
	BORROWER:	  	Total System Services, Inc., a Georgia corporation (the “Borrower”).
		
	LENDER:	  	Bank of America, N.A. (“Bank of America” and the “Lender”).
		
	BILATERAL TERM LOAN FACILITY:	  	A $450 million two year bilateral term loan facility (the “Bilateral Term Loan Facility” the bilateral term loans thereunder, the “Bilateral Term Loans”), made in U.S. Dollars in
a single advance on the Closing Date.
		
	PURPOSE:	  	The proceeds of the Bilateral Term Loan Facility will be used, in part, to finance the Acquisition, to repay certain indebtedness of the Target and its subsidiaries, and to pay fees and expenses related thereto.
		
	CLOSING DATE:	  	The date of initial funding under the Term Facility Documentation (the “Closing Date”) to occur on or before the Expiration Date.
		
	INTEREST RATES:	  	As set forth in Addendum I.
		
	MATURITY:	  	The Bilateral Term Loan Facility shall terminate and all amounts outstanding thereunder shall be due and payable two years from the Closing Date (the “Maturity Date”).
		
	OPTIONAL PREPAYMENTS:	  	The Borrower may prepay the Bilateral Term Loan Facility in whole or in part at any time without premium or penalty, subject to reimbursement of the Lender’s customary breakage and redeployment costs (but not lost profits) in
the case of prepayment of LIBOR borrowings. Each such prepayment of the Bilateral Term Loan Facility shall be applied to the principal installments thereof in direct order of maturity.
		
	SCHEDULED AMORTIZATION:	  	The Bilateral Term Loan Facility will be subject to amortization of principal in amounts set forth below (the “Scheduled Amortization”):

  

					
	 	  	 Payment Date
	  	 Scheduled Amortization Payment

			
		  	The date that is 9 months after the Closing Date	  	25% of Bilateral Term Loan Facility
			
		  	The date that is 13.5 months after the Closing Date	  	25% of Bilateral Term Loan Facility
			
		  	The date that is 18 months after the Closing Date	  	25% of Bilateral Term Loan Facility
			
		  	Maturity Date	  	25% of Bilateral Term Loan Facility








			
	MANDATORY PREPAYMENTS:	  	None.
		
	CONDITIONS PRECEDENT TO CLOSING DATE:	  	Subject to the Limited Conditionality Provision, the closing and the initial extension of credit under the Bilateral Term Loan Facility will solely be subject to the satisfaction of the conditions precedent as set forth in the
Commitment Letter constituting Funding Conditions, including Exhibit B to the Commitment Letter.
		
	REPRESENTATIONS AND WARRANTIES:	  	To be substantially the same as those contained in the Borrower’s Credit Agreement dated February 23, 2016 among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto (as amended,
supplemented or otherwise modified up to the date hereof, the “Existing Credit Agreement” and the revolving credit facility and the term loan facility under the Existing Credit Agreement, the “Existing Credit
Facilities”) (including the exceptions and qualifications contained therein), modified as agreed for transactions of this type, which shall be limited to the following: (i) legal existence, qualification and power; (ii) due
authorization and no contravention of law, contracts or organizational documents; (iii) governmental and third party approvals and consents; (iv) enforceability; (v) accuracy and completeness of specified financial statements and no event
or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a material adverse effect; (vi) no material litigation (vii) compliance with contracts; (viii) ownership of property;
(ix) insurance matters; (x) compliance with environmental laws; (xi) tax matters; (xii) ERISA compliance; (xiii) identification of subsidiaries; (xiv) not engaging in the business of purchasing or carrying margin stock
(other than repurchases by the Borrower of its own capital stock permitted by the Existing Credit Agreement); (xv) status under Investment Company Act; (xvi) solvency; (xvii) accuracy of disclosure; (xviii) use of proceeds;
(xix) compliance with laws; (xx) intellectual property; and (xxi) Patriot Act, sanctions, anti-corruption and anti-money laundering.
		
	COVENANTS:	  	To be substantially the same as those contained in the Existing Credit Agreement (including the exceptions and qualifications contained therein), which shall be limited to the following: (i) delivery of financial statements,
SEC filings, compliance certificates and other specified information, (ii) notices of default, litigation, governmental proceedings or investigations, which litigation, proceedings or investigations could reasonably be expected to have a
material adverse effect, certain ERISA events and material changes in accounting or financial reporting practices; (iii) payment of certain obligations; (iv) preservation of existence; (v) maintenance of properties and insurance;
(vi) compliance with laws; (vii) maintenance of books and records; (viii) inspection rights; (ix) use of proceeds; and (x) limitations on (A) investments (including loans and advances), (B) mergers and other fundamental
changes, (C) sales and other dispositions of property or assets, (D) dividends and other distributions by the Borrower after the occurrence of an event of default, (E) changes in the nature of business, (F) transactions with
affiliates, (G) use of proceeds (including use in compliance with Patriot Act, sanctions, anti-corruption and anti-money laundering laws, rules and regulations), (H) swaps and (I) liens and negative pledge clauses.








			
		  	Financial covenants to be limited to the following:
		
		  	 •       Minimum Consolidated Fixed Charge Coverage Ratio
(EBITDAR/Interest Expense plus Rental Expense, with financial definitions to be the same as those contained in the Existing Credit Agreement except as otherwise agreed) of at least 2.5 to 1.0.

		
		  	 •       Maximum Consolidated Leverage Ratio (with
financial definitions to be the same as those contained in the Existing Credit Agreement except as otherwise agreed) not to exceed 3.50 to 1.00; provided, that, if the consolidated leverage ratio set forth in the Existing Credit
Agreement is increased to 4.00 to 1.0 for a certain number of test periods in connection with the Acquisition or any other acquisition (pursuant to the leverage increase option set forth in the Existing Credit Agreement or an amendment), the ratio
set forth above shall be increased to 4.00 to 1.00 for the same test periods.

		
		  	Each of the ratios referred to above will be calculated on a consolidated basis as of the end of each consecutive four fiscal quarter period.
		
	EVENTS OF DEFAULT:	  	To be substantially the same as those contained in the Existing Credit Agreement (including notice and cure rights provided therein), which shall be limited to the following: (i) nonpayment of principal, interest, fees or other
amounts; (ii) failure to perform or observe covenants set forth in the loan documentation (subject to grace periods as set forth in the Existing Credit Agreement); (iii) any representation or warranty proving to have been incorrect in any
material respect when made or confirmed; (iv) cross-default to other indebtedness in excess of $50 million in principal amount; (v) bankruptcy and insolvency defaults (with a 60-day grace period
for involuntary proceedings); (vi) inability to pay debts; (vii) monetary judgment defaults in excess of $50 million to the extent not covered by insurance and nonmonetary judgment defaults which could reasonably be expected to have a
material adverse effect; (viii) customary ERISA defaults; (ix) actual or asserted invalidity or impairment of any material provisions of the loan documentation; and (x) change of control.
		
	ASSIGNMENTS AND PARTICIPATIONS:	  	Subject to the consents described below (which consents will not be unreasonably withheld or delayed), the Lender (and its assignees) will be permitted to make assignments to other financial institutions in respect of the Bilateral
Term Loan Facility in a minimum amount equal to $5 million.








			
		  	Consents: The consent of the Borrower will be required unless (i) an event of default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term
is defined in the Existing Credit Agreement) (and the Borrower’s consent will be deemed given if not expressly withheld within five business days). The consent of the Administrative Agent (not to be unreasonably withheld or delayed) will be
required for any assignment of any outstanding Bilateral Term Loan to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund.
		
		  	Assignments Generally: An assignment fee in the amount of $3,500 will be charged to the assigning Lender or the assignee Lender, as such Lenders may agree, with respect to each assignment unless waived by the Administrative
Agent in its sole discretion. Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the loan documentation to any Federal Reserve Bank.
		
		  	Participations: Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate and maturity date.
		
	WAIVERS AND AMENDMENTS:	  	Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate amount of the
loans and commitments under the Bilateral Term Loan Facility (the “Required Lenders”) (provided that, in addition (a) if there are two or fewer Lenders, Required Lenders shall require all Lenders and (b) if there
are more than two Lenders but fewer than five Lenders, Required Lenders shall require at least two Lenders), except that (a) the consent of each Lender shall be required with respect to (i) the waiver of certain conditions precedent to be
agreed to the initial credit extension under the Bilateral Term Loan Facility, (ii) the amendment of pro rata sharing provisions, and (iii) the amendment of the voting percentages of the Lenders, and (b) the consent of each Lender
affected thereby shall be required with respect to (i) increases or extensions in the commitment of such Lender, (ii) reductions of principal, interest or fees, and (iii) extensions of scheduled maturities or times for
payment.
		
	INDEMNIFICATION:	  	The Borrower will indemnify and hold harmless the Lender and its affiliates and their respective partners, directors, officers, employees, agents and advisors (each an “Indemnified Party”) from and against
all losses, claims, damages, liabilities and expenses arising out of or relating to the Acquisition, the Bilateral Term Loan Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable
attorneys’ fees (but in the case of attorney’s fees, expenses








			
		  	and charges, limited in the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Parties
taken as a whole and, if reasonably necessary, one local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and if
reasonably necessary, one local counsel in each relevant jurisdiction) to each group of similarly situated affected Indemnified Parties) and settlement costs except (i) to the extent resulting from the bad faith, gross negligence or willful
misconduct of such Indemnified Party or material breach by such Indemnified Party of its obligations under the Bilateral Term Loan Facility, in each case, as determined in a final, nonappealable judgment of a court of competent jurisdiction and
(ii) those arising out of, or in connection with, any proceeding that does not involve any act or omission by the Borrower or any of its affiliates and that is brought by an Indemnified Party against any other Indemnified Party (except to the
extent relating to such Indemnified Party acting in an agency or other representative capacity in connection with the Bilateral Term Loan Facility). This indemnification shall survive and continue for the benefit of all such persons or
entities.
		
		  	The loan documentation shall contain a customary waiver and agreement by the parties not to assert claims for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, the loan documents or any agreement or instrument contemplated thereby, the transactions contemplated thereby, any loan or the use of the proceeds thereof; provided that nothing contained in such waiver and
agreement not to assert shall limit the Borrower’s indemnity obligations to the extent set forth in such loan documents.
		
	DEFAULTING LENDERS:	  	The loan documentation shall contain customary “Defaulting Lender” provisions for transactions and facilities of this type.
		
	EU BAIL-IN:	  	The loan documentation shall contain customary language relating to the EU Bail-in regime to be substantially similar to the Existing Credit Agreement.
		
	GOVERNING LAW:	  	State of New York.
		
	PRICING/FEES/EXPENSES:	  	As set forth in Addendum I.
		
	OTHER:	  	Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to exclusive New York jurisdiction. The definitive loan documentation is expected to take the form of a syndicated credit agreement modeled
after the Existing Credit Agreement, but shall reflect operational, assignment and related provisions that are customarily included in credit agreements with respect to which Bank of America acts as administrative agent.







 ADDENDUM I 

PRICING, FEES AND EXPENSES 
  

			
	INTEREST RATES:	  	At the Borrower’s option, any Bilateral Term Loan will bear interest at a rate equal to (i) LIBOR (which if less than zero shall be deemed to be zero) adjusted for applicable reserve requirements plus the Applicable
Margin, as determined in accordance with the Performance Pricing grid set forth below or (ii) the Base Rate (to be defined as the highest of (a) Bank of America’s prime rate, (b) the Federal Funds rate (which if less than zero
shall be deemed to be zero) plus .50% and (c) one-month LIBOR plus 1.00%) plus the Applicable Margin.
		
		  	The Borrower may select interest periods of one, two, three or six months for LIBOR loans or, upon consent of all of the affected Lenders, such other period that is twelve months or less, subject to availability. Interest shall be
payable at the end of the selected interest period, but no less frequently than quarterly.
		
		  	During the continuance of event of default under the loan documentation, the Applicable Margin on obligations owing under the loan documentation shall increase by 2% per annum (subject to the request of the Required
Lenders).
		
	PERFORMANCE PRICING:	  	The Applicable Margin for LIBOR Loans shall be, at any time, the rate per annum set forth in the table below opposite the corporate credit rating of the Borrower by Standard & Poor’s Financial Services LLC or
Moody’s Investors Service, Inc. In the case of a split rating, the higher rating will apply (provided further that if there is a difference of more than one ratings level, the level one lower than the higher rating will apply); if there is only
one rating, such rating will apply; and if there is no rating, the lowest rating set forth below will apply; provided that if there is no rating as a result of both Standard & Poor’s Financial Services LLC and Moody’s Investors
Service, Inc. (or their successors) ceasing to issue ratings generally, the rating in effect immediately prior to the Borrower no longer having a rating shall apply until the parties can agree on an alternative method of determining the Applicable
Margin for LIBOR and Base Rate Loans (such ratings principles, the “Ratings Principles”). The Applicable Margin for Base Rate Loans shall be 1.00% per annum less than the Applicable Margin for LIBOR Loans in each category
(but not less than zero).

  

					
	 	  	Debt Rating	  	Applicable Margin for LIBOR Loans
		  	>A- / A3 or better	  	1.000%
		  	BBB+ / Baa1	  	1.125%
		  	BBB / Baa2	  	1.250%
		  	BBB- / Baa3	  	1.500%
		  	< BBB- / Baa3	  	1.750%








			
		
	CALCULATION OF INTEREST AND FEES:	  	Other than calculations in respect of interest at the prime rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual
number of days elapsed in a 360 day year.
		
	COST AND YIELD PROTECTION:	  	Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy, liquidity, tax gross up,
increased cost and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes (provided that (i) all requests, rules, guidelines,
requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless
of the date enacted, adopted, issued or implemented), in each case shall be substantially similar to those set forth in the Existing Credit Agreement.
		
	EXPENSES:	  	The Borrower will pay all reasonable and invoiced out-of-pocket costs and expenses of the Lender associated with the preparation, due diligence,
administration, and closing of all loan documentation, including, without limitation, the reasonable and invoiced legal fees of counsel to the Lender, regardless of whether or not the Bilateral Term Loan Facility is closed (it being understood and
agreed that the Lender shall use a single transaction counsel in connection with the principal negotiation and documentation of the foregoing). The Borrower will also pay the reasonable and invoiced out-of-pocket expenses of the Lender (including reasonable legal fees of counsel which shall be limited to legal fees of one primary counsel to the Lender and, if reasonably necessary, one local counsel in
each relevant jurisdiction for the Lender) in connection with the enforcement of any of the loan documentation.







 EXHIBIT B 

CONDITIONS 
 The availability of the
Bilateral Term Loan Facility shall be subject solely to the satisfaction of the following conditions and the other Funding Conditions (subject to the Limited Conditionality Provision). Capitalized terms used but not defined herein have the meanings
set forth in the Commitment Letter to which this Exhibit B is attached, including Exhibit A thereto. 
 1.    Each party
thereto shall have executed and delivered the Term Facility Documentation on terms consistent with the Commitment Letter and otherwise reasonably satisfactory to both the Borrower and the Lender, and the Lender shall have received:
(a) customary closing certificates and legal opinions from counsel to Borrower; and (b) a certificate from the chief financial officer of Borrower, substantially in form of Exhibit C to the Commitment Letter, certifying that Borrower and
its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. 

2.    On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its subsidiaries shall
have any material indebtedness for borrowed money other than indebtedness permitted by the Existing Credit Agreement. 

3.    The terms of the Purchase Agreement (including all exhibits, schedules, annexes and other attachments thereto and
other agreements related thereto) and all material related documents shall be reasonably satisfactory to the Lender, it being agreed that the Purchase Agreement (including all exhibits, schedules, annexes and other attachments thereto) dated
December 16, 2017 provided to the Lender is reasonably satisfactory to the Lender. The Acquisition shall be consummated in all material respects in accordance with the Purchase Agreement, substantially concurrently with the initial funding of
the Bilateral Term Loan Facility, and no provision thereof shall have been amended or waived, and no consent or request shall have been given thereunder, by the Borrower or its affiliates, in any manner materially adverse to the interests of the
Lender without the prior written consent of the Lender, not to be unreasonably withheld, conditioned or delayed (it being understood that (a) any amendment to the definition of “Company Material Adverse Effect” in the Purchase
Agreement shall be deemed material and adverse to the interests of the Lender, (b) any amendment, waiver, consent or other modification that decreases the purchase price in respect of the Acquisition shall be deemed not to be materially adverse
to the interests of the Lender, so long as such decrease is allocated to reduce the Bilateral Term Loan Facility on a dollar for dollar basis, and (c) any increase or decrease in the purchase price in respect of the Acquisition pursuant to any
purchase price or similar adjustment provisions set forth in the Purchase Agreement (as in effect on the date hereof) shall not constitute an alteration, amendment, change, supplement, waiver, consent or other modification to the Purchase
Agreement)). 
 4.    The Specified Purchase Agreement Representations shall be true and correct, and the Specified
Representations shall be true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which case they shall be true and correct in all respects) as of the Closing Date (except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless already qualified by materiality or “material adverse effect”, in which
case they shall be true and correct in all respects) as of such earlier date), in each case in the manner described in the fifth paragraph in the Commitment Letter. 

5.    The Expiration Date shall not have occurred. 






 6.    The Lender shall have received (a) audited consolidated balance
sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries and the Target and its subsidiaries, for 2014, 2015 and 2016 and (b) unaudited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows of Borrower and its subsidiaries and the Target and its subsidiaries, for each subsequent fiscal quarter ended March 31, 2017, June 30, 2017 and September 30, 2017;
provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower and/or the Target will be deemed to satisfy the foregoing
requirements. As of the date hereof, Bank of America acknowledges receipt of the following historical financial statements: the financial statements referred to in clause (a) with respect to the Borrower and its subsidiaries and the Target and
its subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016, respectively and the financial statements referred to in clause (b) for the first, second and third fiscal quarters ended
March 31, June 30 and September 30, 2017, respectively, of the Borrower and its subsidiaries and the Target and its subsidiaries. 

7.    The Lender shall have received, at least 3 business days prior to the Closing Date, all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in each case that had been requested by the Lender in writing at least 5
business days prior to such required delivery date. 
 8.    All fees and expenses due to the Lender pursuant to the
Commitment Letter and Fee Letter, for which, in the case of expenses, an invoice has been received at least two business days prior to the Closing Date, shall have been paid or shall have been authorized to be deducted from the proceeds of the
initial funding under the Bilateral Term Loan Facility. 






 EXHIBIT C 

FORM OF SOLVENCY CERTIFICATE 

[●], 2016 
 Pursuant to
Section [●] of the [Credit Agreement], dated as of [●], (the “Credit Agreement”; terms defined therein being used herein as therein defined), among Total System Services, Inc., a Georgia corporation (the
“Borrower”) and Bank of America, N.A. (the “Lender”), the undersigned Chief Financial Officer of the Borrower hereby certifies on behalf of the Borrower and its Subsidiaries, in the undersigned’s
capacity as an officer of the Borrower and not in any individual capacity, as follows: 
 As of the date hereof, after giving effect to the
use of the proceeds of the Term Loans and the other Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. As used in this paragraph, “Solvent” means, with respect to the Borrower and its Subsidiaries, on a
consolidated basis, on any date of determination, that on such date (a) the fair value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent
liabilities, of the Borrower and its Subsidiaries, on a consolidated basis, (b) the present fair salable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay
the probable liability of the Borrower and its Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured, (c) the Borrower and its Subsidiaries, on a consolidated basis, do not intend to, and do not believe that
they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they become absolute and matured, and (d) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in business, and are not about
to engage in business, for which their property would constitute an unreasonably small capital, and (e) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, contingent or otherwise, as they
become absolute and matured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability. It is assumed that the indebtedness and other obligations incurred on the date hereof under the Credit Agreement will come due on their respective stated maturities. 

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the date set forth above. 

 

			
	  

	Name:	 	
	Title:	 	Chief Financial Officer