As previously reported, (a) on February 26, 2016, in connection
with the acquisition by Global Payments Inc. (the Company) of
Heartland Payment Systems, Inc. (Heartland), the Company and
certain wholly-owned subsidiaries of the Company, as borrowers or
as guarantors, as applicable (the Credit Parties), entered into
the First Amendment to (i) the Second Amended and Restated Term
Loan Agreement and (ii) the Second Amended and Restated Credit
Agreement, each with Bank of America, N.A. (Bank of America), as
administrative agent, and a syndicate of financial institutions,
as lenders and other agents (the Amended Credit Facility
Agreement), and (b) on October 31, 2016, the Credit Parties
entered into the Second Amendment to the Amended Credit Facility
Agreement. On March 30, 2017, the Credit Parties entered into the
Third Amendment to the Amended Credit Facility Agreement, which
amendment clarified that the quarterly payment due in respect of
the Term Loan B-2 Facility (as defined below) was due on March
31, 2017 rather than March 30, 2017.

On May 2, 2017, the Credit Parties entered into the Fourth
Amendment to the Amended Credit Facility Agreement (the Fourth
Amendment).

As amended by the Fourth Amendment, the Amended Credit Facility
Agreement provides for (i) a $1.2 billion revolving credit
facility (the Revolving Credit Facility), (ii) a $1.5 billion
term loan facility (the Term Loan A Facility), (iii) a $1.3
billion term loan facility (the Term Loan A-2 Facility), and (iv)
a $1.2 billion term loan facility (the Term Loan B-2 Facility and
together with the Revolving Credit Facility, the Term Loan A
Facility, and the Term Loan A-2 Facility, the Credit Facilities).
The Fourth Amendment increased the total financing capacity
available under the Credit Facilities to $5.2 billion, although
the Companys aggregate outstanding debt under the Amended Credit
Facility Agreement did not change because the Company repaid
certain outstanding amounts under the Revolving Credit Facility,
the Term A Loan and the Term A-2 Loan in connection with the
Fourth Amendment. The Term Loan A Facility and the Term Loan A-2
Facility mature, and the Revolving Credit Facility Agreement
expires, on May 2, 2022. The Term Loan B-2 Facility matures on
April 22, 2023.

As amended by the Fourth Amendment, the Amended Credit Facility
Agreement provides for an interest rate with respect to
borrowings under the Term Loan A Facility, the Term Loan A-2
Facility and the Revolving Credit Facility of (a) in the case of
Base Rate Loans (as defined in the Amended Credit Facility
Agreement), a base rate plus a margin ranging from 0.25% to
1.00%, in each case depending on the Companys leverage ratio and
(b) in the case of Eurocurrency Loans (as defined in the Amended
Credit Facility Agreement) a base rate plus a margin ranging from
1.25% to 2.00%, in each case depending on the Companys leverage
ratio. As amended by the Fourth Amendment, the Amended Credit
Facility Agreement provides for an interest rate with respect to
the borrowings under the Term Loan B-2 Facility of a base rate
plus a margin of 1.00% in the case of Base Rate Loans and a base
rate plus a margin of 2.00% in the case of Eurocurrency Loans.
With respect to the Base Rate Loans, the base rate is the highest
of (a) the Federal Funds Effective Rate (as defined in the
Amended Credit Facility Agreement) plus 0.50%, (b) the Bank of
America prime rate and (c) the applicable Eurocurrency Base Rate
(as defined in the Amended Credit Facility Agreement) plus 1.00%.
The Amended Credit Facility Agreement also provides for a
commitment fee with respect to borrowings under the Revolving
Credit Facility at an applicable rate per annum ranging from
0.20% to 0.30% depending on the Companys leverage ratio.

The Amended Credit Facility Agreement contains customary
affirmative and restrictive covenants, including, among others,
financial covenants based on the Companys leverage and fixed
charge coverage ratios. The Amended Credit Facility Agreement
includes customary events of default, the occurrence of which,
following any applicable cure period, would permit the lenders
to, among other things, declare the principal, accrued interest
and other obligations to be immediately due and payable.

The foregoing description of the Fourth Amendment and the Amended
Credit Facility Agreement does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the
Fourth Amendment to the Amended Credit Facility Agreement, which
will be included in the Companys Quarterly Report on Form 10-Q
for the period ending June 30, 2017.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth above in Item 1.01 of this report is
incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.

On May 3, 2017, the Companys Board of Directors (the Board)
approved the amendment and restatement of the Companys Seventh
Amended and Restated Bylaws (as so amended, the Amended and
Restated Bylaws), effective immediately, to implement proxy
access for eligible shareholders of the Company. The Amended and
Restated Bylaws permit a shareholder or a group of up to twenty
(20) shareholders owning three percent (3%) or more of the
Companys voting stock continuously for at least three (3) years
to nominate and include in the Companys proxy materials for an
annual meeting of shareholders director candidates constituting
up to the greater of two directors or 20% of the Board; provided
that the shareholder (or group) and each nominee satisfy the
requirements for proxy access as specified in the Amended and
Restated Bylaws.

In addition, the Amended and Restated Bylaws include changes to
the advance notice and related provisions set forth in Section
2.05 to conform to these new proxy access procedures, and make
certain other ministerial, section numbering, clarifying and
conforming revisions.

The foregoing description is qualified in its entirety by
reference to the full and complete text of the Amended and
Restated Bylaws, which are attached hereto and incorporated by
reference herein as Exhibit 3.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 3, 2017, the Company held its 2017 Annual Meeting of
Shareholders. The Companys shareholders voted on and approved all
four proposals, each of which is described in more detail in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on March 21, 2017. The final voting results
were as follows:

Proposal 1.>>Election of the following directors:

Proposal>2. Approval, on an advisory basis, of the
compensation of the Companys named executive officers for the
seven month transition period ended December 31, 2016.

Proposal 3.>>Approval, on an advisory basis, of the
frequency of the compensation of the Companys named executive
officers.

Proposal 4.>>Ratification of the reappointment of Deloitte
Touch LLP as the Companys independent public accountants for the
calendar year ending December 31, 2017:

In accordance with the Boards recommendation and the voting
results on this advisory proposal, the Board has adopted a policy
that the Company will hold the say-on-pay vote every year.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits