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.
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.”
FIRST LIEN LOAN AGREEMENT AMONG FIFTH THIRD PROCESSING SOLUTIONS, LLC, a Delaware limited liability company, as Borrower VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY...First Lien Loan Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This First Lien Loan Agreement is entered into as of November 3, 2010, by and among FIFTH THIRD PROCESSING SOLUTIONS, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents (the “Co-Syndication Agents”), FIFTH THIRD BANK, MORGAN STANLEY SENIOR FUNDING, INC. and SUNTRUST BANK, as Co-Documentation Agents (the “Co-Documentation Agents”) and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
FIRST AMENDMENTFirst Lien Loan Agreement • November 10th, 2011 • Vantiv, Inc. • New York
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.
FIRST LIEN GUARANTY AGREEMENTFirst Lien Guaranty Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This First Lien Guaranty Agreement (this “First Lien Guaranty”) is entered into as of November 3, 2010, by Fifth Third Processing Solutions, LLC, a Delaware limited liability company, FTPS Holding, LLC, a Delaware limited liability company (“Holdco”) and the other parties who have executed this First Lien Guaranty (the “Subsidiary Guarantors”; and along with Holdco and any other parties who execute and deliver to the Administrative Agent (as hereinafter identified and defined) an agreement in the form attached hereto as Exhibit A, being herein referred to collectively as the “Guarantors” and individually as a “Guarantor”).
AGREEMENT AND PLAN OF MERGER by and among NPC GROUP, INC., FTPS-BG ACQUISITION CORP., FIFTH THIRD PROCESSING SOLUTIONS, LLC and NATIONAL PROCESSING HOLDINGS, LLC, solely in its capacity as the Representative September 15, 2010Merger Agreement • November 10th, 2011 • Vantiv, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 15, 2010, is made by and among NPC Group, Inc., a Delaware corporation (the “Company”), Fifth Third Processing Solutions, LLC, a Delaware limited liability company (the “Purchaser”), FTPS-BG Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”), and National Processing Holdings, LLC (“NPC LLC”), a Delaware limited liability company solely in its capacity as the representative for the Company’s stockholders (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
SECOND AMENDMENTFirst Lien Loan Agreement • November 10th, 2011 • Vantiv, Inc. • New York
This First Lien Loan Agreement is entered into as of November 3, 2010, by and among FIFTH THIRD PROCESSING SOLUTIONS, LLC, a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, BANK OF AMERICA, N.A., CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents (the “Co-Syndication Agents”), FIFTH THIRD BANK, MORGAN STANLEY SENIOR FUNDING, INC. and SUNTRUST BANK, as Co-Documentation Agents (the “Co-Documentation Agents”) and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
