VANTIV, INC. [*] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 6th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Vantiv, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of [*] shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [*] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, no par value per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.
AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., WRANGLER MERGER SUB, INC. and WORLDPAY, INC. Dated as of March 17, 2019Merger Agreement • March 18th, 2019 • Worldpay, Inc. • Services-business services, nec • Georgia
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2019 (this “Agreement”), by and among Fidelity National Information Services, Inc., a Georgia corporation (“Parent”), Wrangler Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Worldpay, Inc., a Delaware corporation (the “Company”).
VANTIV, INC. 38,600,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 9th, 2013 • Vantiv, Inc. • Services-business services, nec • New York
Fifth Third Bank and certain other stockholders named in Schedule 2 hereto (the latter, the “Advent Selling Stockholders”, and together with Fifth Third Bank, the “Selling Stockholders”) of Vantiv, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 38,600,000 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,114,704 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, no par value per share, of the Company (the “Class B Commo
AMENDED AND RESTATED CO-OPERATION AGREEMENT DATED 10 AUGUST 2017 WORLDPAY GROUP PLC AND VANTIV, INC. AND VANTIV UK LIMITEDCo-Operation Agreement • August 11th, 2017 • Vantiv, Inc. • Services-business services, nec
18,781,147 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 10th, 2014 • Vantiv, Inc. • Services-business services, nec • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Vantiv, Inc., a Delaware corporation (the “Company”), propose to sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 18,781,147 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Shares”). The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, no par value per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.
SECOND AMENDED AND RESTATED LOAN AGREEMENT AMONG VANTIV, LLC, a Delaware limited liability company, as Borrower VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, DATED AS OF...Loan Agreement • October 18th, 2016 • Vantiv, Inc. • Services-business services, nec • New York
This Second Amended and Restated Loan Agreement is entered into as of October 14, 2016, by and among VANTIV, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
VANTIV LETTERHEAD]Offer Letter • March 8th, 2012 • Vantiv, Inc. • Services-business services, nec
This letter agreement confirms the terms of your continuing employment with Vantiv, LLC (together with Vantiv Holding, LLC and Vantiv, Inc., the “Company”), in the position of President, Merchant Services, reporting to the Company’s President and Chief Executive Officer. This letter amends and restates your original offer letter, dated July 15, 2009, in its entirety.
VANTIV, INC. 13,374,592 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • December 8th, 2015 • Vantiv, Inc. • Services-business services, nec • New York
Fifth Third Bank (the “Selling Stockholder”) proposes to sell to Citigroup Global Markets Inc. (the “Underwriter”) an aggregate of 13,374,592 shares (the “Shares”) of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of Vantiv, Inc., a Delaware corporation (the “Company”). The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, no par value per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.
MASTER INVESTMENT AGREEMENT among FIFTH THIRD BANK, FIFTH THIRD FINANCIAL CORPORATION, ADVENT-KONG BLOCKER CORP., FTPS HOLDING, LLC and FIFTH THIRD PROCESSING SOLUTIONS, LLC Dated March 27, 2009 As amended June 30, 2009Master Investment Agreement • November 10th, 2011 • Vantiv, Inc. • Ohio
MASTER INVESTMENT AGREEMENT, dated March 27, 2009, as amended June 30, 2009, among (i) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Seller”), (ii) Fifth Third Financial Corporation, a corporation organized under the laws of the State of Ohio (“FTFC”), (iii) Advent-Kong Blocker Corp., a corporation organized under the laws of the State of Delaware (“Buyer”), (iv) FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC), a limited liability company formed under the laws of the State of Delaware (“Holdco”), and (v) Fifth Third Processing Solutions, LLC (f/k/a FTPS Opco, LLC), a limited liability company formed under the laws of the State of Delaware (“Opco”) (the “Agreement”). Holdco and Opco are referred to in this Agreement collectively as the “Companies.” Other capitalized terms used in this Agreement are defined in Section 1.1 below.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 21, 2012Limited Liability Company Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with its terms, this “Agreement”) of VANTIV HOLDING, LLC (formerly known as FTPS Holding, LLC), a Delaware limited liability company (the “Company”), is made as of the date first written above and effective immediately prior to the occurrence of the initial public offering of Class A Common Stock (as herein defined) of Vantiv, Inc. (“Vantiv”), a Delaware corporation (the “Effective Date”), by and among:
TRANSACTION AGREEMENTTransaction Agreement • August 8th, 2017 • Vantiv, Inc. • Services-business services, nec • Delaware
This Transaction Agreement, dated August 7, 2017 (this “Agreement”), is entered into by and among Vantiv, Inc., a Delaware corporation (the “Corporation”), Vantiv Holding, LLC, a Delaware limited liability company (“Holding” and together with the Corporation, the “Vantiv Parties”), Fifth Third Bank, a bank chartered under the laws of Ohio (“Fifth Third”) and Fifth Third Bancorp, an Ohio corporation (“Fifth Third Bancorp” and together with Fifth Third, the “Fifth Third Parties”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. REFERRAL AGREEMENTReferral Agreement • March 14th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
THIS REFERRAL AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2009, by and between Fifth Third Processing Solutions, LLC, a Delaware limited liability company (“Company”) and FIFTH THIRD BANCORP, an Ohio corporation, on behalf of itself and its subsidiary depository institutions (collectively, “Bank”).
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • June 19th, 2014 • Vantiv, Inc. • Services-business services, nec • New York
WHEREAS, pursuant to the Loan Agreement, dated as of May 15, 2013 (as amended by the Incremental Amendment No. 1 dated as of the date hereof, and as may be further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”), by and among the Borrower, the financial institutions from time to time party thereto (the “Existing Lenders”), the Administrative Agent and the other agents parties thereto, the Existing Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;
VANTIV, LLC, as Issuer, VANTIV ISSUER CORP., as Co-Issuer, and BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee, THE BANK OF NEW YORK MELLON, as U.S. Dollar Paying Agent and U.S. Dollar Transfer Agent, THE BANK OF NEW YORK MELLON, LONDON...Indenture • December 21st, 2017 • Vantiv, Inc. • Services-business services, nec • New York
INDENTURE, dated as of December 21, 2017, among: (i) Vantiv, LLC, a Delaware limited liability company and having its registered office at 8500 Governor’s Hill Drive, Symmes Township, Cincinnati, Ohio 45249 (the “Issuer”), (ii) Vantiv Issuer Corp., a Delaware corporation and having its registered office at 8500 Governor’s Hill Drive, Symmes Township, Cincinnati, Ohio 45249 (the “Co-Issuer”, and together with the Issuer, the “Issuers”), (iii) BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), (iv) The Bank of New York Mellon, as paying agent (the “U.S. Dollar Paying Agent”) and transfer agent (the “U.S. Dollar Transfer Agent”), (v) The Bank of New York Mellon, London Branch, as paying agent (the “Sterling Paying Agent”) and transfer agent (the “Sterling Transfer Agent”), and (vi) The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Registrar”).
REGISTRATION RIGHTS AGREEMENT By and Among VANTIV, INC AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
ADVANCEMENT AGREEMENTAdvancement Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This Advancement Agreement (this “Agreement”) is entered into as of March 21, 2012 by and between Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), and Vantiv, Inc., a Delaware corporation (“Vantiv”).
FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC) Management Phantom Equity Plan Phantom Unit AgreementPhantom Unit Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This PHANTOM UNIT AGREEMENT (the “Agreement”) is entered into as of June 30, 2009 (the “Grant Date”) by and between FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC), a Delaware limited liability company (the “Company”), and Charles D. Drucker (the “Participant”) pursuant to the FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC) Management Phantom Equity Plan (as in effect as of the Grant Date, the “Plan”).
Vantiv, Inc. Restricted Stock Award Agreement for Chief Executive Officer Under the 2012 Vantiv, Inc. Equity Incentive PlanRestricted Stock Award Agreement • March 14th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
Vantiv, Inc. (the “Company”) hereby issues to the Participant an award (the “Award”) of restricted shares of the Company’s Class A common stock, par value $0.01 (the “Restricted Stock”). The Award and the Restricted Stock shall be subject to the restrictions and other terms and conditions set forth in the 2012 Vantiv, Inc. Equity Incentive Plan (the “Plan”) and those set forth in this Agreement, including the Terms and Conditions of Restricted Stock Award attached hereto as Exhibit A (collectively, the “Agreement”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.
EXCHANGE AGREEMENTExchange Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
EXCHANGE AGREEMENT (as amended from time to time in accordance with its terms, this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) among Vantiv, Inc., a Delaware corporation (the “Corporation”), Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), Fifth Third Bank, a bank chartered under the laws of Ohio (“Fifth Third Bank”), FTPS Partners, LLC, a Delaware limited liability company (“FTPS Partners”), and such other holders of Class B Units and Class C Non-Voting Units (as defined herein) from time to time party hereto.
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. EXHIBIT A HAS BEEN OMITTED AND NOTED WITH “****” BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF...Clearing, Settlement and Sponsorship Services Agreement • March 14th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
THIS CLEARING, SETTLEMENT AND SPONSORSHIP SERVICES AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2009 (the “Effective Date”), by and between Fifth Third Processing Solutions, LLC (f/k/a FTPS Opco, LLC), a Delaware limited liability company (the “Company”), and (b) Fifth Third Bank, an Ohio banking corporation (“Bank”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), and JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”).
INCREMENTAL AMENDMENT NO. 3Incremental Amendment • August 9th, 2017 • Vantiv, Inc. • Services-business services, nec • New York
This Second Amended and Restated Loan Agreement is entered into as of October 14, 2016, by and among VANTIV, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) made as of June 30, 2009, by and between Fifth Third Processing Solutions, LLC, a Delaware limited liability company (together with any successor entity thereto, the “Company”), and Charles D. Drucker (“Executive”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Fifth Third Bank”), and FTPS Partners, LLC, a Delaware limited liability company (“FTPS” and, collectively with Fifth Third Bank, “Fifth Third”).
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • December 3rd, 2015 • Vantiv, Inc. • Services-business services, nec • New York
This WARRANT CANCELLATION AGREEMENT (this “Agreement”) is entered into as of December 2, 2015 between Vantiv Holding, LLC, a Delaware limited liability company (“Vantiv” or the “Company”), and Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Fifth Third Bank” or the “Warrantholder”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Warrant.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 21, 2012, and effective as of the Effective Date (as herein defined) by and among Vantiv, Inc., a Delaware corporation (“Vantiv”), Advent Stockholders (“Advent”), and Advent International Corporation, a Delaware corporation (“AIC”).
VANTIV, INC. [·] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 16th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
Vantiv, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of Class A Common Stock, par value $0.0001 per share, (the “Class A Common Stock”) of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of Class A Common Stock, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an [·] shares of Class A Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. Should this option be exercised, the Company will use the net proceeds received by the Company from the sale of the Option Shares contemplated by this Agreement
RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware
This Recapitalization Agreement (this “Agreement”) is entered into as of March 21, 2012, by and among (i) Vantiv, Inc., a Delaware corporation (“Vantiv”), (ii) Vantiv Holding, LLC, a Delaware limited liability company (“Holding”), (iii) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“FTB”), (iv) FTPS Partners, LLC, a Delaware limited liability company and affiliate of FTB (“FTPS Partners”), (v) JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”), and (vi) each of the stockholders of Vantiv set forth on Exhibit A hereto (each, an “Existing Stockholder” and, collectively, the “Existing Stockholders”). Each of the parties to this Agreement is referred to herein as a “Party” or, collectively, the “Parties.” Certain capitalized terms are defined in Section 5.1.
THIRD AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • September 11th, 2017 • Vantiv, Inc. • Services-business services, nec • New York
This SecondThird Amended and Restated Loan Agreement is entered into as of October 14, 2016 , 201_, by and among vantiv, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and [Morgan Stanley Senior Funding, Inc. (successor administrative agent to JPMorgan Chase Bank, N.A.)]3, as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
VANTIV LETTERHEAD] March 15, 2012Terms of Employment • March 16th, 2012 • Vantiv, Inc. • Services-business services, nec
This letter agreement confirms the terms of your continuing employment with Vantiv, LLC (together with Vantiv Holding, LLC and Vantiv, Inc., the “Company”), in the position of President and Chief Executive Officer, reporting to the Company’s Board of Directors. This letter amends and restates your original employment agreement, dated June 30, 2009, in its entirety.
MERCURY PAYMENT SYSTEMS, LLC 2010 UNIT INCENTIVE PLAN,Unit Incentive Plan • June 19th, 2014 • Vantiv, Inc. • Services-business services, nec • Delaware
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • April 30th, 2015 • Vantiv, Inc. • Services-business services, nec • Ohio
Vantiv, its parent corporation, affiliates, subsidiaries, divisions, successors and assigns and the employees, officers, directors, shareholders, and agents thereof (collectively referred to throughout this Agreement and General Release as “Vantiv” or the “Company”), and Carlos Lima, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement and General Release as “Employee”); hereafter collectively referred to as the “Parties”, agree that:
CLEARING, SETTLEMENT AND SPONSORSHIP SERVICES AGREEMENTClearing, Settlement and Sponsorship Services Agreement • February 14th, 2012 • Vantiv, Inc. • Services-business services, nec • Ohio
THIS CLEARING, SETTLEMENT AND SPONSORSHIP SERVICES AGREEMENT (this “Agreement”) is made as of the 30th day of June, 2009 (the “Effective Date”), by and between Fifth Third Processing Solutions, LLC (f/k/a FTPS Opco, LLC), a Delaware limited liability company (the “Company”), and (b) Fifth Third Bank, an Ohio banking corporation (“Bank”).
SECURITY AGREEMENTSecurity Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This Security Agreement (this “Agreement”) is dated as of November 3, 2010, by and among Fifth Third Processing Solutions, LLC, a Delaware limited liability company (the “Borrower”) and the other parties who have executed this Security Agreement (the Borrower, such other parties and any other parties who execute and deliver to the Collateral Agent an agreement substantially in the form attached hereto as Schedule F, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 14(b) below, and Goldman Sachs Lending Partners LLC (“GS Lending Partners”), with its mailing address as set forth in Section 14(b) below, acting as collateral agent hereunder for the Secured Parties hereinafter identified and defined (GS Lending Partners acting as such collateral agent and any successor or successors to GS Lending Partners acting in such capacity being hereinafter referred to as the “Collateral Agent”).
MANAGEMENT AGREEMENT June 30, 2009Management Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This Management Agreement (this “Agreement”) is entered into as of the date written above (the “Effective Date”) by and between Fifth Third Processing Solutions, LLC (formerly known as FTPS Opco, LLC ), a Delaware limited liability company (the “Company”), and Advent International Corporation, a Delaware corporation (the “Advisor”). The Company and the Advisor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
