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 JUNE 13, 2014Loan Agreement • June 19th, 2014 • Vantiv, Inc. • Services-business services, nec • Delaware
This Amended and Restated Loan Agreement is entered into as of June 13, 2014, 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”).
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;
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 19th, 2014 • Vantiv, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 12, 2014 by and among NPC Group, Inc., a Delaware corporation (together with its Subsidiaries that are consolidated with it for U.S. federal income tax purposes and any of its other wholly-owned direct or indirect Subsidiaries, “NPC”), on the one hand, and Silver Lake Partners III DE, LP, a Delaware limited partnership (“SLP III”), SLP III Quicksilver Feeder I, LP, a Delaware limited partnership (“Seller”), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”, and collectively with SLP III and Seller (the “SLP Parties”), MPS 1, Inc., a Delaware corporation and Mercury Payment Systems II, LLC, a Delaware limited liability company (collectively, the “S Corp Parties”) and the persons and entities listed on Schedule B hereto deemed to be parties hereto (collectively with the SLP Parties and the S Corp Parties, the “TRA Parties”), on the other hand, and Vantiv, LLC, a Delaware limited liabili
