THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Global Payments Inc. (GPN)

8/23/2005 Proxy Information

On March 20, 2001, the Company purchased CIBC’s merchant acquiring business. As a result of this transaction, CIBC acquired beneficial ownership of approximately 26.25% of the Company’s outstanding Common Stock, and two of its employees were appointed to the Company’s Board of Directors. Both of the CIBC directors resigned from the Company’s Board on October 24, 2003. As of May 31, 2005, CIBC still held approximately 15.3% of the Company’s Common Stock.

Transition Services Agreement. CIBC provided transitional services under an agreement to provide various support services to the merchant acquiring business for a 24-month period commencing on the acquisition date of March 20, 2001. The purpose of the agreement was to facilitate the integration of the business into the Company’s existing operations. These services included customer service, credit and debit card processing and settlement functions. Although the CIBC back-end conversion was completed in November 2001, CIBC has continued to provide certain transitional services subsequent to the 24-month period based on an informal arrangement. In fiscal 2005, the Company incurred expenses of approximately $204,000 (Canadian dollars) related to these services.

Credit Facility. The Company has a credit facility from CIBC, as administrative agent, that provides a line of credit up to $175 million (Canadian dollars) with an additional overdraft facility available to cover larger advances during periods of peak usage of credit and debit cards. The Canadian credit facility consists of two components: (i) a revolving line of credit of up to $100 million Canadian dollars, or approximately $80 million U.S. dollars based on exchange rates existing on May 31, 2005, which is provided by a syndicate of U.S. banks and which the Company refers to as the Tranche A Loans and (ii) a revolving line of credit of up to $75 million Canadian dollars, or approximately $60 million U.S. dollars based on exchange rates existing on May 31, 2005, which is provided by CIBC and which the Company refers to as the Tranche B Loans. The Canadian credit facility also contains an additional overdraft facility available to cover larger advances during periods of peak card usage. The Tranche A Loans bear interest at a variable rate based on the U.S. dollar Prime Rate, Canadian dollar LIBOR or the U.S. dollar LIBOR, and the Tranche B Loans bear interest at a variable rate based on the CIBC Offered Rate (an overnight rate in Canadian dollars), Canadian dollar LIBOR, or the Canadian dollar Prime Rate. This line of credit is secured by a first priority security interest in the Company’s accounts receivable from VISA Canada/International for transactions processed through the CIBC VISA bank identification number, the bank accounts in which the settlement funds are deposited, and by guarantees from certain of the Company’s subsidiaries. The Canadian credit facility also contains certain financial and non-financial covenants and events of default customary for financings of this nature. The Canadian credit facility is scheduled to expire on November 18, 2005, and can be renewed for up to two consecutive 364-day periods at the option of all parties. The amount borrowed under the CIBC credit facility is restricted in use to pay merchants and is generally received from VISA Canada/International on the following day.

Marketing Alliance Agreement. Under a Marketing Alliance Agreement between CIBC and the Company, CIBC refers all new merchant processing relationships exclusively to the Company in exchange for a referral fee. CIBC also continues to provide the banking services required by the Company as part of the merchant processing business and provides the Company with access to Visa clearing capabilities in Canada. The agreement has an initial term of ten years from March 20, 2001. During fiscal year 2005, the Company paid CIBC approximately $220,000 (Canadian dollars) in connection with such agreement.

8/17/2004 Proxy Information

On March 20, 2001, the Company purchased CIBC’s merchant acquiring business. As a result of this transaction, CIBC acquired beneficial ownership of approximately 26.25% of the Company’s outstanding Common Stock, and two of its employees were appointed to the Company’s Board of Directors. Both of the CIBC directors, Richard E. Venn and Gillian H. Denham, resigned from the Board on October 25, 2003. As of May 31, 2004, CIBC still held approximately 16% of the Company’s Common Stock.

Transition Services Agreement. CIBC provided transitional services under an agreement to provide various support services to the merchant acquiring business for a 24-month period commencing on the acquisition date of March 20, 2001. The purpose of the agreement was to facilitate the integration of the business into the Company’s existing operations. These services included customer service, credit and debit card processing and settlement functions. Although the CIBC back-end conversion was completed in November 2001, CIBC has continued to provide certain transitional services subsequent to the 24-month period based on an informal arrangement. In fiscal 2004, the Company incurred expenses of approximately $587,000 million (Canadian dollars) related to these services.

Credit Facility. The Company has a credit facility from CIBC that provides a line of credit up to $175 million (Canadian dollars) with an additional overdraft facility available to cover larger advances during periods of peak usage of credit and debit cards. The facility currently bears interest at a variable interest rate equal to the rate at which CIBC is able to obtain short-term deposits of Canadian dollars for any day in the New York interbank Eurocurrency market plus 0.40%. This line of credit is secured by a first priority security interest in the Company’s accounts receivable from VISA Canada/International and has been guaranteed by certain of the Company’s subsidiaries. The CIBC credit facility, as amended, had a term of 364 days expiring on December 9, 2003, but its expiration date has been subsequently extended until October 31, 2004. There was approximately $113.2 million (Canadian dollars) outstanding under the CIBC credit facility at May 31, 2004. The amount borrowed under the CIBC credit facility is restricted in use to pay merchants and is generally received from VISA Canada/International on the following day.

Marketing Alliance Agreement. Under a Marketing Alliance Agreement between CIBC and the Company, CIBC refers all new merchant processing relationships exclusively to the Company in exchange for a referral fee. CIBC also continues to provide the banking services required by the Company as part of the merchant processing business and provides the Company with access to Visa clearing capabilities in Canada. The agreement has an initial term of ten years from March 20, 2001. During fiscal year 2004, the Company paid CIBC approximately $445,000 (Canadian dollars) in connection with such agreement.

9/9/2003 Proxy Information

Transactions with Canadian Imperial Bank of Commerce (CIBC)

On March 20, 2001, the Company purchased CIBC’s merchant acquiring business. As a result of this transaction, CIBC acquired beneficial ownership of approximately 26.25% of the Company’s outstanding Common Stock and two of its employees were appointed to the Company’s Board of Directors. These designees, Richard E. Venn and I. David Marshall, were appointed as Class I and Class III directors, respectively. On August 15, 2002, Mr. Marshall retired from CIBC and therefore resigned from the Company’s Board of Directors. CIBC designated another employee, Gillian H. Denham, to replace Mr. Marshall and such designation was approved by the full Board of Directors. For additional information regarding Mr. Venn and Ms. Denham, see “Proposal 1. Election of Directors – Nominees” and “—Certain Information Concerning the Nominees and Directors” in this Proxy Statement. A summary of certain agreements governing the ongoing relationship between the Company and CIBC are discussed below.

Transition Services Agreement. CIBC provides transition services to the Company under an agreement to provide various support services to the merchant acquiring business for a 24-month period commencing on the acquisition date of March 20, 2001. The purpose of the agreement is to facilitate the integration of CIBC’s merchant acquiring business into the Company’s existing operations. These services include customer service, credit and debit card processing and settlement functions. For fiscal year 2003, the Company incurred expenses of approximately $6.2 million related to these services.

Credit Facility. The Company has a credit facility from CIBC that provides a line of credit up to $175 million (Canadian dollars) with an additional overdraft facility available to cover larger advances during periods of peak usage of credit and debit cards. The facility carries an interest rate equal to the rate at which CIBC is able to obtain short-term deposits of Canadian dollars for any day in the New York interbank Eurocurrency market plus 0.40%. This line of credit is secured by a first priority security interest in the Company’s accounts receivable from VISA Canada/International, and has been guaranteed by the Company’s subsidiaries. The CIBC credit facility had an initial term of 364 days expiring March 19, 2002, and has been subsequently extended until December 9, 2003. There was approximately $46.3 million (Canadian dollars) outstanding under the CIBC credit facility as of May 31, 2003.

Marketing Alliance Agreement. Under the Marketing Alliance Agreement, CIBC will refer all new merchant processing relationships exclusively to us in exchange for a referral fee. CIBC will also continue to provide the banking services required by the Company as part of the merchant processing business and will provide us with access to Visa clearing capabilities in Canada. The agreement has an initial term of ten years from March 20, 2001. During fiscal year 2003, the Company paid CIBC $453,204 (Canadian dollars) in connection with such Agreement.

CIBC World Markets. From time to time the Company engages CIBC World Markets, a wholly owned subsidiary of CIBC, to perform investment banking services. The only payment for services rendered during the year was $750,000 (Canadian dollars) which was made in connection with the National Bank of Canada acquisition.