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 • July 2nd, 2009 • Fifth Third Bancorp • State commercial banks • 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.
AMENDMENT AND RESTATEMENT AGREEMENT AND REAFFIRMATIONLoan Agreement • July 2nd, 2009 • Fifth Third Bancorp • State commercial banks • New York
This Loan Agreement is entered into as of May 29, 2009, 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, and FIFTH THIRD BANK, a Michigan banking corporation, as Administrative Agent and L/C Issuer.
REGISTRATION RIGHTS AGREEMENT By and between FIFTH THIRD BANK, ADVENT-KONG BLOCKER CORP., JPDN ENTERPRISES, LLC, FTPS PARTNERS, LLC and FTPS HOLDING, LLC Dated as of June 30, 2009Registration Rights Agreement • July 2nd, 2009 • Fifth Third Bancorp • State commercial banks • New York
REGISTRATION RIGHTS AGREEMENT, dated June 30, 2009, among (i) Fifth Third Bank, a bank chartered under the laws of the State of Ohio (“Fifth Third”), (ii) Advent-Kong Blocker Corp., a corporation organized under laws of the State of Delaware (“Advent”), (iii) JPDN Enterprises, LLC, a Delaware limited liability company (“JPDN”), (iv) FTPS Partners, LLC, a limited liability company organized under the laws of the State of Delaware (“FTPS Partners”), and (v) FTPS Holding, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
FTPS HOLDING, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 30, 2009Limited Liability Company Agreement • July 2nd, 2009 • Fifth Third Bancorp • State commercial banks • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with its terms, this “Agreement”) of FTPS HOLDING, LLC (formerly known as Fifth Third Processing Solutions, LLC), a Delaware limited liability company (the “Company”), is made effective as of the date first written above (the “Effective Date”) by and among:
