First Supplemental Indenture, dated January 16, 2018, by and among Vantiv, LLC, Vantiv Issuer Corp., certain subsidiaries of Vantiv, LLC party thereto and BNYM Corporate Trustee Services Limited, as trustee
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of January 16, 2018, among (i) MPS HOLDING CORP., a Delaware corporation, NATIONAL PROCESSING COMPANY GROUP, INC., a Delaware corporation, NPC GROUP, INC., a Delaware corporation, PAYMETRIC HOLDINGS, INC., a Delaware corporation, PAYMETRIC INTERMEDIATE HOLDINGS, INC., a Delaware corporation, PAYMETRIC, INC., a Delaware corporation, VANTIV ECOMMERCE, LLC, a Delaware limited liability company, VANTIV INTEGRATED PAYMENTS, LLC, a Delaware limited liability company, VANTIV PAYMENTS, INC., a Delaware corporation, VANTIV SERVICES COMPANY, a Delaware corporation, BEST PAYMENT SOLUTIONS, INC., an Illinois corporation, VANTIV COMPANY, LLC, an Indiana limited liability company, VANTIV ISO, INC., a Nebraska corporation, and VANTIV INTEGRATED PAYMENTS SOLUTIONS, INC., a Nevada corporation, each a Subsidiary (each a Guarantor and collectively, the Guarantors), (ii) VANTIV, LLC, a Delaware limited liability company (the Issuer) and VANTIV ISSUER CORP., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers) and (iii) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee.
WITNESSETH:
WHEREAS the Issuers have heretofore executed an Indenture dated as of December 21, 2017 (the Indenture), providing for the issuance of the Notes by the Issuers;
WHEREAS, the Indenture provides that the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guarantor shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Issuers and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Guarantee. Each Guarantor hereby agrees, jointly and severally, to fully and unconditionally guarantee the Issuers obligations under the Notes on the terms and subject to the conditions set forth in Article X of the Indenture and all the other applicable provisions of the Indenture and the Notes.
2. Agreement to be Bound. Each Guarantor hereby shall be a party to the Indenture as a Guarantor and as such shall have all of the rights of, be subject to all of the obligations and agreements of and be bound by all of the provisions applicable to a Guarantor of the Notes under the Indenture and the Notes.
3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. This Supplemental Indenture and the rights and duties of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York.
5. Trustee Makes No Representation. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Issuers and the Guarantors and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. Effect of Headings; Certain Definitions. The Section headings herein are for convenience only and shall not affect the construction thereof. Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
MPS HOLDING CORP. | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
NATIONAL PROCESSING COMPANY GROUP, INC. | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
NPC GROUP, INC. | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
PAYMETRIC HOLDINGS, INC. | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
PAYMETRIC INTERMEDIATE HOLDINGS, INC. | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
PAYMETRIC, INC. | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
VANTIV ECOMMERCE, LLC | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
VANTIV INTEGRATED PAYMENTS, LLC | ||
By: | /s/ Stephanie Ferris | |
Name: Stephanie Ferris | ||
Title: Chief Financial Officer |
VANTIV PAYMENTS, INC. | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary |
VANTIV SERVICES COMPANY | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary | ||
BEST PAYMENT SOLUTIONS, INC. | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary | ||
VANTIV COMPANY, LLC | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary | ||
VANTIV ISO, INC. | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary | ||
VANTIV INTEGRATED PAYMENTS SOLUTIONS, INC. | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary | ||
VANTIV, LLC | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary |
VANTIV ISSUER CORP. | ||
By: | /s/ Nelson F. Greene | |
Name: Nelson F. Greene | ||
Title: Chief Legal and Corporate Services Officer and Secretary |
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, | ||
as Trustee | ||
By: | /s/ Charlotte Davidson | |
Name: Charlotte Davidson | ||
Title: Vice President |