Agreement



 EXHIBIT 4.5 
  
 AGREEMENT 
  
 THIS AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2003, by and among Global Payments, Inc., a Georgia corporation
(the “Company”), MRY Partners, L.P., a Georgia limited partnership (“MRY”) and Robert A. Yellowlees, an individual resident of the state of Georgia and general partner of MRY (“RAY”). 
  
 R E C I T A L S 
  
 WHEREAS, RAY has requested and the Company has agreed to file a registration
statement on Form S-3 in connection with the shares of the Company’s common stock to be issued upon exercise of options to purchase 564,160 shares of such common stock (the “Options”), which Options are currently held by MRY; and

  
 WHEREAS, the Company, MRY, and RAY have reached certain
agreements with respect to the registration of the sale of such common stock as set forth in this Agreement. 
  
 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and for other good and valuable consideration, the parties hereby
agree as follows: 
  
 1. DEFINITIONS 
  
 As used in this Agreement, the following terms have the respective meanings
set forth below: 
  
 Commission: shall mean the Securities
and Exchange Commission or any other federal agency at the time administering the Securities Act; 
  
 Person: shall mean an individual, partnership, limited liability company, joint stock company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof; 
  
 register, registered and registration: shall mean a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be
filed) and the declaration or ordering of effectiveness of such registration statement; 
  
 Registrable Securities: shall mean (A) 564,160 shares of the Company’s common stock that may be issued upon exercise of the Options and (B) any securities of the Company issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the shares of Company common stock referred to in clause (A); provided, that Registrable Securities shall not include (i) any securities referred to in clause (B) sold pursuant
to an effective registration statement relating thereto or Rule 144 (as defined below), (ii) any securities referred to in clause (B) eligible for sale pursuant to subparagraph (k) under Rule 144 (or any successor provision thereto) under the
Securities Act (“Rule 144”), or (iii) such securities as are acquired by the Company or any of its subsidiaries; 
  
 Registration Expenses: shall mean all expenses incurred by the Company in compliance with Section 2(a) hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, and blue sky fees and expenses but shall not include expenses or fees incurred by RAY or MRY; 
  
 Security, Securities: shall have the meaning set forth in Section
2(a)(1) of the Securities Act; 
  
 Securities Act: shall
mean the Securities Act of 1933, as amended; and 
  
 Selling
Expenses: shall mean all underwriting discounts and selling commissions and other expenses applicable to the sale of Registrable Securities and all fees and disbursements of counsel for MRY. 







 2. REGISTRATION 
  
 (a) Shelf Registration. 
  
 (i) Within a reasonable time from the date hereof, the Company shall file a “shelf” registration statement on Form S-3 pursuant
to Rule 415 under the Securities Act (including any documents incorporated or deemed to be incorporated by reference therein, the “Shelf Registration”) with respect to the Registrable Securities, with a base prospectus containing a plan of
distribution in the form attached hereto as Exhibit A. The Company shall, subject to Section 2(f) hereof, use its reasonable efforts to cause the Shelf Registration to become effective as soon as practicable after the date of filing thereof, and
shall use its reasonable efforts to keep the Shelf Registration continuously effective from the date such Shelf Registration is effective until the earlier of (A) the second anniversary of the effective date of such Shelf Registration and (B) the
date on which all Registrable Securities may first be sold pursuant to Rule 144(k) under the Securities Act in order to permit the prospectus forming a part thereof to be usable by MRY during such period. Notwithstanding any other provision of this
Agreement, the obligations of the Company hereunder shall be suspended at all times during which the Company is not eligible to effect and maintain the Shelf Registration on Form S-3 (or any successor form thereto). The Company will supplement the
Shelf Registration as provided in Section 2(a)(ii) and Section 2(c)(iv), but nothing in this Agreement shall otherwise obligate the Company to amend the Shelf Registration after it becomes effective. 
  
 (ii) Subject to Section 2(f) hereof, the Company shall amend
or supplement the Shelf Registration as promptly as practicable, (A) as required by Form S-3 or by the instructions applicable to Form S-3 or by the Securities Act or the rules and regulations promulgated thereunder and (B) to include in such Shelf
Registration any additional securities that become Registrable Securities by operation of the definition thereof. 
  
 (b) Expenses of Registration. All Registration Expenses incurred in connection with the Shelf Registration and any supplements thereto, whether or
not it becomes effective, and whether all, none or some of the Registrable Securities are sold pursuant to the Shelf Registration shall be borne by the Company, and all Selling Expenses shall be borne by MRY. 
  
 (c) Registration Procedures. The Company will keep MRY advised in
writing as to the filing of the Shelf Registration and as to the effectiveness of the Shelf Registration. At its expense, the Company will: 
  
 (i) furnish to MRY before filing with the Commission, copies of any registration statement (excluding all exhibits) and any prospectus
forming a part of the Shelf Registration and any amendments or supplements thereto prior to the effectiveness of such registration statement and including each preliminary prospectus, any summary prospectus or any term sheet (as such term is used in
Rule 434 under the Securities Act) and any post-effective amendment to such registration statement and any other prospectus that materially amends or supplements the Shelf Registration filed under Rule 424 under the Securities Act, which documents,
other than documents incorporated or deemed incorporated by reference, will be subject to the review of MRY for a period of at least five business days, and the Company shall not file any such registration statement or such prospectus or any
amendment or supplement to such registration statement or prospectus to which MRY shall reasonably object within five business days after the receipt thereof; MRY shall be deemed to have reasonably objected to such filing only if the registration
statement, prospectus or amendment or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 
  
 (ii) furnish to MRY such number of conformed copies of the Shelf Registration and of each amendment or supplement thereto (in each case
excluding all exhibits) and such number of copies of the prospectus forming a part of the Shelf Registration (including each preliminary prospectus, any summary prospectus or any term sheet (as such term is used in Rule 434 under the Securities
Act)) and any other prospectus whether or not filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, excluding documents filed with the Commission and incorporated or
deemed to be incorporated by reference, all as MRY from time to time may reasonably request; 







 (iii) use its reasonable efforts (x) to register or qualify all Registrable Securities
under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as MRY shall reasonably request, (y) to keep such registration or qualification in effect for so long as the Shelf
Registration remains in effect, and (z) to take any other action which may be reasonably necessary or advisable to enable MRY to consummate the disposition in such jurisdictions of the securities to be sold by it, except that the Company shall not
for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to execute a general consent to service of
process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; 

 
 (iv) subject to Section 2(f) hereof, promptly notify MRY
(A) upon discovery that, or upon the happening of any event or the existence of any condition or fact as a result of which, the prospectus forming a part of the Shelf Registration, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (B) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration or the initiation of proceedings for that purpose, (C) of any request by the Commission for (1) amendments to the Shelf Registration or any document incorporated or deemed to be incorporated by
reference therein, (2) supplements to the prospectus forming a part of the Shelf Registration or (3) additional information, or (D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of MRY promptly prepare and furnish to it a reasonable number of copies of a supplement to
or an amendment of the Shelf Registration or such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 
  
 (v) use its reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the
Shelf Registration, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction; 
  
 (vi) if requested by MRY, promptly incorporate in the Shelf Registration or prospectus, pursuant to an
amendment or supplement if necessary, such information as MRY may reasonably request to have included therein, including, without limitation, information with respect to the number of shares of Registrable Securities being sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and make all required filings of any such prospectus supplement as soon as practicable after the Company is notified of the matters to
be incorporated in such prospectus supplement; 
  
 (vii) use its reasonable efforts to cause all Registrable Securities included in any registration pursuant hereto to be listed on each securities exchange on which securities of the same class are then listed, or, if not then listed on any
securities exchange, to be eligible for trading in any over-the-counter market or trading system in which securities of the same class are then traded; and 
  
 (viii) furnish to MRY, addressed to MRY and RAY, a notification from the General Counsel of the Company, dated the date of the
effectiveness of the Shelf Registration, to the effect that the registration statement has become effective under the Securities Act and that the registration statement and the prospectus (other than the financial statements and the notes thereto
and the related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to all of which such counsel shall make no statement) as of their respective effective or issue dates, complied
as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder. 







 (d) Indemnification. 
  
 (i) The Company will indemnify and hold harmless MRY, each of its partners, including RAY, and each person
controlling MRY within the meaning of the Securities Act or the Securities Exchange Act of 1934, with respect to the Shelf Registration which has been effected pursuant to this Section 2, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement or prospectus relating thereto (including any
preliminary prospectus), or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will
reimburse MRY, each of its partners, including RAY, and each such person controlling MRY, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or
action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the
Company by MRY or RAY and stated to be specifically for use therein. 
  
 (ii) Each of MRY and RAY will, jointly and severally, indemnify and hold harmless the Company, each of its directors and officers and each person who controls the Company within the meaning of the Securities Act or
the Securities Exchange Act of 1934, with respect to the Shelf Registration which has been effected pursuant to this Section 2, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement or prospectus relating thereto (including any preliminary prospectus), or any amendment or supplement thereto, or based
on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, members, persons
or control persons, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by MRY or RAY and stated to be
specifically for use therein, including, but not limited to, the information included in the Questionnaire for Selling Stockholders attached hereto as Exhibit B. 
  
 (iii) Each party entitled to indemnification under this Section 2(d) (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld or delayed) and the Indemnified Party may participate in such defense at such party’s expense (unless the Indemnified Party shall have concluded, based on the advice of
counsel, that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the
Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2(d) unless the Indemnifying Party is materially
prejudiced thereby. Neither the omission to deliver such notice nor any provision of this Section 2(d) will relieve the Indemnifying Party of any liability that it may have to the Indemnified Party otherwise than under this Section 2(d) or affect
any rights that the Indemnifying Party may have with respect to the Indemnified Party otherwise than under this Section 2(d). No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified
Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party of a release from all liability in respect to such claim or 








 
litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. 
  
 (iv) If the indemnification provided for in this Section 2(d) is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with
the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  
 (v) The foregoing indemnity agreement of the Company, MRY and RAY is subject to the condition that, insofar as it relates to any loss,
claim, liability or damage arising out of or based on any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) to state a material fact made in a preliminary prospectus but eliminated or remedied in (A)
the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or (B) the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (in either case, the “Final
Prospectus”), such indemnity or contribution agreement shall not inure to the benefit of MRY, any of its partners, including RAY, or any person controlling MRY if a copy of the Final Prospectus was furnished to MRY or RAY but was not furnished
to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. 
  
 (e) Information by MRY and RAY. Each of MRY and RAY shall promptly furnish to the Company such information regarding MRY and the distribution
proposed by MRY as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 2, and shall promptly notify the Company of any change
in such information previously provided. 
  
 (f) Holdback
Agreement; Postponement. Notwithstanding any other provision in this Agreement and as a condition to the Company’s maintaining the effectiveness of the Shelf Registration provided in this Agreement: (A) Neither RAY nor MRY shall sell any of
the Registrable Securities for a period of 45 days after October 22, 2003 and (B) At least three (3) business days prior to selling Registrable Securities pursuant to the Shelf Registration, MRY shall notify the Company in accordance with Section
3(d) of its expectation to sell Registrable Securities pursuant to the Shelf Registration in the thirty (30) day period following such notice. Notwithstanding any other provision of this Section 2, upon the occurrence or existence of any pending
material corporate development or any other material event that, in the sole judgment of the Company, makes it appropriate to suspend the registration rights set forth herein, the Company may, by notice to MRY in accordance with Section 3(d), (A)
postpone the filing of the Shelf Registration pursuant to Section 2(a) or (B) suspend the rights of MRY to make sales pursuant to the Shelf Registration for such a period of time as the management of the Company may determine in good faith; provided
that, once the Shelf Registration has become effective, if periods of suspension exceed sixty (60) days in the aggregate during any period of twelve (12) consecutive months, management of the Company shall consult with and obtain the agreement of a
majority of its Board of Directors regarding such additional period of suspension. MRY and RAY expressly agree in consideration of the Company’s filing of the Shelf Registration to maintain any communication by the Company pursuant to this
Section (2)(f) in confidence such that the Company may rely on the safe harbor provision of Rule 100(b)(2)(ii) of Regulation FD with respect to such communications. 
  
 (g) Sales and Transfer of Shares Sold. MRY and RAY agree that MRY will dispose of Registrable Securities, the sale of
which is covered by the Shelf Registration, only in a manner described under the heading “PLAN OF DISTRIBUTION” attached hereto as Exhibit A, and in accordance with all applicable 








 
securities laws, provided that MRY may sell Registrable Securities under Rule 144 if available. MRY and RAY represent that they have no current plans to
effect the sale of any Registrable Securities pursuant to the Shelf Registration through short sales of the Company’s securities or sales to cover short sales. RAY agrees to cause MRY to deliver, or cause its broker or other agent to deliver, a
copy of any prospectus forming a part of the Shelf Registration, together with any amendments or supplements thereto, to purchasers of the Registrable Securities whenever MRY sells any of the Registrable Securities. Upon a sale of any Registrable
Securities, MRY or its broker will be required to deliver to the Company’s transfer agent (1) the restricted stock certificate(s) representing such shares, (2) a stock power in a form reasonably acceptable to the Company or other appropriate
instructions for transfer of the shares sold, and (3) a representation letter from its broker, or from it in the event of a sale in a privately negotiated transaction, in the form of Exhibit C attached hereto. Upon receipt of these required items,
the Company will cause the transfer agent to coordinate the transfer of shares to the purchaser. Certificates for the balance of shares not sold will be issued to MRY, unless other instructions are provided by MRY to the transfer agent. 

 
 (h) Compliance with Rule 144. The Company shall use its
commercially reasonable efforts to facilitate and expedite sales or other transfers of the Registrable Securities pursuant to such Rule 144, which efforts shall include timely notice to its transfer agent to process such sales or other transfers
promptly. 
  
 3. MISCELLANEOUS 
  
 (a) Directly or Indirectly. Where any provision in this Agreement
refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 
  
 (b) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia. 
  
 (c)
Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 
  
 (d) Notices. 
  
 (i) All communications under this Agreement shall be in writing and shall be delivered by facsimile or by hand or sent by overnight mail
or by registered or certified mail, postage prepaid: 
  
 if to the Company, to: Global Payments Inc. 
  
 Four Corporate Square 
 Atlanta, Georgia 30329 
 Attention: Suellyn Tornay, General Counsel 
 Facsimile: 404-728-3278 
  
 With a copy to: 
 Global Payments Inc. 
 Four Corporate Square 
 Atlanta, Georgia 30329 
 Attention: Paul R. Garcia, 
 Chairman,Chief Executive Officer, and President 
 Facsimile: 404-728-3130 
  
 or at such other addresses and facsimile numbers as it may have furnished in writing to MRY and RAY. 
  

	 if to MRY or RAY, to:
	  	The street address and facsimile number set forth on Exhibit D or at the most recent street address or facsimile number as may have been furnished to the Company from time to time
in writing by MRY or RAY. 








 (ii) Any notice so addressed shall be deemed to be given: if delivered by facsimile, on
the date of actual receipt to the addressee; if delivered by hand, on the date of such delivery; if mailed by overnight mail, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third
business day after the date of such mailing. 
  
 (e) Entire
Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the parties hereto and supersedes all prior understanding among such parties. This Agreement may be amended, and the observance of any term of this Agreement
may be waived, with (and only with) the written consent of the Company and MRY. 
  
 (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 
  
 (g) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby. 
  
 (h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties; provided, however, that neither MRY nor RAY may assign this Agreement (and the benefits
thereof) without the prior written consent of the Company except that if MRY sells or otherwise transfers any of the Registrable Securities to RAY, MRY may assign this Agreement (and the benefits thereof) with respect to any such Registrable
Securities to RAY only upon reasonable prior written notice to the Company. In the event MRY wishes to transfer the Registrable Securities and assign this Agreement (and the benefits thereof) to an entity controlled by RAY or primarily for the
benefit of RAY, his spouse, or lineal descendants, the Company will not unreasonably withhold consent to such assignment but RAY and MRY shall reimburse the Company for all reasonable costs (including, but not limited to, reasonable legal fees)
incurred which directly relate to such assignment, such as modifications to this Agreement and to the Shelf Registration. 
  
 (i) Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, any consents, waivers and
modifications which may hereafter be executed may be reproduced by any party hereto by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such party may destroy any original document so
reproduced. The parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such
reproduction was made by such party in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. 
  
 [Signatures to Agreement among Global Payments, Inc, 
 MRY Partners, L.P. and Robert A. Yellowlees] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

  

	 GLOBAL PAYMENTS INC.

		
	 By:
	 	 /s/ Suellyn P. Tornay


	 Name:
	 	 Suellyn P. Tornay

		
	 Title:
	 	 General Counsel

	
	 MRY PARTNERS, L.P.

		
	 By:
	 	 /s/ Robert A. Yellowlees


	 Name:
	 	 Robert A. Yellowlees

		
	 Title:
	 	 General Partner

	
	                 /s/
Robert A. Yellowlees


	ROBERT A. YELLOWLEES