MASTER INVESTMENT AGREEMENT among FIFTH THIRD BANK, ADVENT-KONG BLOCKER CORP., FIFTH THIRD PROCESSING SOLUTIONS, LLC and FTPS OPCO, LLC Dated March 27, 2009Master Investment Agreement • March 30th, 2009 • Fifth Third Bancorp • State commercial banks • Ohio
MASTER INVESTMENT AGREEMENT, dated March 27, 2009, among (i) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Seller”), (ii) Advent-Kong Blocker Corp., a corporation organized under the laws of the State of Delaware (“Buyer”), (iii) Fifth Third Processing Solutions, LLC, a limited liability company formed under the laws of the State of Delaware (“Holdco”), and (iv) 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.
WARRANT AGREEMENT SUMMARY OF TERMS AND CONDITIONSWarrant Agreement • March 30th, 2009 • Fifth Third Bancorp • State commercial banks • New York
This Summary of Terms and Conditions (this “Term Sheet”) relates to the Warrant Agreement (the “Warrant Agreement”) between Fifth Third Processing Solutions, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), and Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Seller”), pursuant to which the Company shall issue to Seller a warrant as described herein and in the Master Investment Agreement, dated March 27, 2009 (the “Investment Agreement”) among Seller, Advent-Kong Blocker Corp., a corporation organized under the laws of the State of Delaware (“Buyer”), and FTPS Opco, LLC, a limited liability company formed under the laws of the State of Delaware. Terms not otherwise defined in this Term Sheet shall have the meanings set forth in the Term Sheet for the LLC Agreement (as defined in the Investment Agreement).
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT SUMMARY OF TERMS AND CONDITIONSLimited Liability Company Agreement • March 30th, 2009 • Fifth Third Bancorp • State commercial banks • Delaware
This Summary of Terms and Conditions (this “Term Sheet”) relates to the Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Fifth Third Processing Solutions, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”),1 by and among the Company, Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Seller”), FTPS Partners, LLC, a limited liability company organized under the laws of the State of Delaware (“FTPS Partners”), and Advent-Kong Blocker Corp., a corporation organized under the laws of the State of Delaware (“Buyer”). This Term Sheet is an Exhibit to that certain Master Investment Agreement, dated March 27, 2009 (the “Investment Agreement”) among Seller, FTPS Partners, Buyer, the Company and FTPS Opco, LLC, a limited liability company agreement organized under the laws of the State of Delaware (“Opco”).
LOAN AGREEMENT among [INSERT NAME OF BORROWER], a Delaware limited liability company, as Borrower VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO and FIFTH THIRD BANK, a Michigan banking corporation, as Administrative Agent and L/C Issuer DATED AS OF ,...Loan Agreement • March 30th, 2009 • Fifth Third Bancorp • State commercial banks • New York
This Loan Agreement is entered into as of , 2009, by and among [INSERT NAME OF BORROWER], a Delaware limited liability company (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and FIFTH THIRD BANK, a Michigan banking corporation, as Administrative Agent and L/C Issuer.
