SUPPLEMENTAL INDENTURE No. 1, dated as of September 17, 2019 (this Supplemental Indenture), among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the Company), GLOBAL PAYMENTS INC., a Georgia corporation (the Successor Company) having its principal office as of the date hereof at 3550 Lenox Road, Atlanta, Georgia 30326, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of May 22, 2013 (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture), relating to the issuance from time to time by the Company and its successors of its Securities on the terms and conditions provided for in the Indenture;
WHEREAS, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of May 27, 2019, by and between the Company and the Successor Company, (i) the Company is being merged with and into the Successor Company (the Merger), with the Successor Company surviving the Merger as the surviving corporation and (ii) upon the consummation of the Merger, the separate corporate existence of the Company shall terminate;
WHEREAS, in accordance with Section 9.1(6) of the Base Indenture, the Indenture may be supplemented without the consent of any Holders to provide for the assumption by a successor corporation of the Companys obligations under the Indenture and the Securities, in each case in compliance with the provisions thereof;
WHEREAS, Section 8.1 of the Base Indenture provides that the Company may merge with and into a Person so long as such Person is organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Companys obligations on the Securities of each series and under the Indenture;
WHEREAS, Section 8.2 of the Base Indenture provides that upon the merger by the Company with or into any other Person in accordance with Section 8.1, the successor Person into which the Company is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company therein;
WHEREAS, the Company has delivered or is delivering or causing to be delivered to the Trustee an Officers Certificate and an Opinion of Counsel required by Section 8.1 of the Base Indenture; and
WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects,