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:
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”).
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.
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”).
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”).
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”).
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.
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”), FTPS Partners, LLC, a Delaware limited liability company (“FTPS” and, collectively with Fifth Third Bank, “Fifth Third”), Advent Stockholders (“Advent”), JPDN Enterprises LLC, a Delaware limited liability company (“JPDN” and together with Advent and Fifth Third, the “Existing Investors”), and Advent International Corporation, a Delaware corporation (“AIC” or the “Existing Investors’ Representative”).
LOAN AGREEMENT AMONG VANTIV, LLC, a Delaware limited liability company, as Borrower VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, FIFTH THIRD BANK, as Syndication Agent, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC. and MORGAN...Loan Agreement • May 8th, 2012 • Vantiv, Inc. • Services-business services, nec • New York
This Loan Agreement is entered into as of March 27, 2012, 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, FIFTH THIRD BANK, as Syndication Agent (the “Syndication Agent”), CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Co-Documentation Agents (the “Co-Documentation Agents”) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent” or “Collateral Agent”).
