EXHIBIT 10.7.1



 






EXHIBIT 10.7.1




CERTAIN PORTIONS OF THIS EXHIBIT

HAVE BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION PURSUANT

TO A REQUEST FOR CONFIDENTIAL

TREATMENT. THE SYMBOL “****”

HAS BEEN INSERTED IN PLACE

OF THE PORTIONS SO OMITTED.




MasterCard International – Citibank, N.A Agreement



This agreement (“Agreement”), dated as of January 3, 2005, and effective as of the Effective
Date (as defined below), is made by and between MasterCard International Incorporated, a Delaware
corporation having its principal place of business at 2000 Purchase Street, Purchase, New York
10577-2509 (“MasterCard”), and Citibank, N.A., a national banking association having its principal
place of business at 399 Park Avenue, New York, New York 10022 (“Citibank”).



Whereas, certain Citibank Affiliates (as defined below) are licensed to issue MasterCard
Cards (as defined below) to individual consumers with billing addresses located in the Territory
(as defined below); and



Whereas, MasterCard and Citibank (each a “Party”, and together the “Parties”) desire to
enter into an arrangement by which MasterCard will provide certain pricing incentives in connection
with MasterCard Volume (as defined below) in the Territory;



Now, therefore, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:





	1.  	Definitions.
	 
	1.1  	“Account” means the line of credit accessed by a Card.
	 
	1.2  	“Actual Payments” has the meaning ascribed to it in Section 2.1(b).
	 
	1.3  	“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control
with, such Person.
	 
	1.4  	“Annual Estimated Volume” has the meaning ascribed to it in Section 2.1(b).
	 
	1.5  	“Card” means any **** card or **** card that may be used to access a line of credit either to
make purchases at point of sale, whether actual or virtual, or to effect cash




 









 






	   	advances at bank branches or through automated teller machines. “Card” shall include the
Account associated with such card and the Account number or alternative modes of access to
the underlying Account (e.g., a virtual card or convenience check). **** .
	   	 
	 
	1.6  	“Citibank Issuers” means, as applicable, any or all Citibank Affiliates that are licensed to
issue MasterCard Cards to individual consumers with billing addresses located in the
Territory.
	 
	1.7  	“Commitments” means the obligations of each Party to the other Party contained in Articles 2
through 4 of this Agreement.
	 
	1.8  	“control” (including the terms “controlling”, “controlled by” and “under common control
with”) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting
stock, by contract, or otherwise.
	 
	1.9  	“Core Issuer Services” means, **** .
	 
	1.10  	“Core Issuer Services Fees” shall mean all fees and assessments imposed by MasterCard on its
Members in accordance with the Rules from time to time in respect of Core Issuer Services for
such Members that are located in the Territory. **** .
	 
	1.11  	“Effective Date” means October 1, 2004.
	 
	1.12  	“Existing Agreement” means an agreement that is in effect between a Citibank Issuer and
MasterCard as of the Effective Date and that applies to a country or region within the
Territory. All Existing Agreements are identified on Schedule 1.12.
	 
	1.13  	“Governmental Authority” means any of the following with due jurisdiction over this
Agreement, either Party, or Citibank: (1) nation, state, county, city, town, borough, village,
district or other jurisdiction; (2) federal, state, local, municipal, foreign or other
government; (3) governmental authority of any nature (including any agency, branch,
department, board, commission, court, tribunal or other entity exercising due governmental
powers); (4) multinational organization or body; (5) body exercising, or entitled to exercise,
any administrative, executive, judicial, legislative, police, regulatory or taxing authority
or power; or (6) official of any of the foregoing.
	 
	1.14  	“Interim Period” means the period commencing on the Effective Date and ending on December 31,
2004.
	 
	1.15  	“Law” means, with respect to any Person, any law (including common law), ordinance, judgment,
order, decree, injunction, permit, statute, treaty, rule or regulation, regulatory bulletin or
guidance, regulatory examination, order or recommendation, or determination of (or agreement
with) an arbitrator or a Governmental Authority, applicable to such Person.
	 
	1.16  	“MasterCard Card” means any Card issued by Citibank Issuers containing the name,
logo, hologram or service marks of MasterCard or any of its Affiliates, and includes any




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	   	such Card that has MasterCard functionality or acceptance utility issued in accordance with
the Rules from time to time.
	   	 
	 
	1.17  	“MasterCard Standard Pricing” means the Core Issuer Services Fees that would apply to
Citibank Issuers in respect of MasterCard Volume for the applicable Interim Period or Year in
the absence of this Agreement. For the avoidance of doubt, MasterCard Standard Pricing
includes, without limitation, any pricing for Core Issuer Services Fees applicable to ****.
	 
	1.18  	“MasterCard Volume” means, for any period of calculation, **** .
	 
	1.19  	“Member” has the meaning ascribed to it in the Rules.
	 
	1.20  	“Person” means any individual, partnership, corporation (including business trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture, or
other entity, or a government or any political subdivision or agency thereof.
	 
	1.21  	“QMR” means Quarterly Member Reporting pursuant to the Rules.
	 
	1.22  	“Rules” means the MasterCard Bylaws and Rules, and any other directive, memorandum, policy,
or other requirement imposed by MasterCard relating to MasterCard Cards, as such Bylaws and
Rules, directives, memoranda, policies, or other requirements may be amended from time to
time, to the extent the foregoing apply in the Territory.
	 
	1.23  	“Term” has the meaning ascribed to it in Section 6.1.
	 
	1.24  	“Territory” means **** .
	 
	1.25  	“User-Pay Services” means all optional Member-specific, customized, user-based or similarly
optional services offered or provided by MasterCard to a Member in the Territory in respect of
MasterCard Cards, the costs of which services are charged to specific participating Members.
“User-Pay Services” also includes any services that MasterCard offers or provides in
replacement for any of the foregoing referenced services.
	 
	1.26  	“Year” shall mean each 12 month period during the Term commencing on January 1, 2005.
	 
	1.27  	“Yearly True Up” has the meaning ascribed to it in Section 2.1(c).
	 
	2.  	MasterCard Support.
	 
	2.1  	MasterCard Core Issuer Services Fees.






	 	(a)  	During the Interim Period and each Year, in lieu of MasterCard Standard Pricing
for an applicable country or region in the Territory, the Core Issuer Services Fees for
MasterCard Volume in the Territory (other than any MasterCard Volume




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	 	   	described in Section 2.2 of this Agreement) shall be as set forth in the following
table:





	 	 	 	 	 
	 	 	 	 	Then the Core Issuer
	 	 	 	 	Services Fees for all
	 	 	If the aggregate MasterCard	 	MasterCard Volume in the
	 	 	Volume ****in the Territory	 	Territory for ****, as
	MasterCard Volume Tier	 	in a ****. . .	 	applicable, shall be . . .
	Tier 1

	 	<$****
	 	****
	Tier 2

	 	$**** < $****
	 	****bps
	Tier 3

	 	$**** < $****
	 	****bps
	Tier 4

	 	$**** < $****
	 	****bps
	Tier 5

	 	$**** < $****
	 	****bps
	Tier 6

	 	$**** < $****
	 	****bps
	Tier 7

	 	$**** < $****
	 	****bps
	Tier 8

	 	$**** < $****
	 	****bps
	Tier 9

	 	$**** < $****
	 	****bps
	Tier 10

	 	$**** < $****
	 	****bps
	Tier 11

	 	$**** < $****
	 	****bps
	Tier 12

	 	$**** +
	 	****bps







	 	   	The MasterCard Volume Tier actually achieved in the aggregate in the applicable
period shall determine the Core Issuer Services Fees applicable to all MasterCard
Volume during such period, in accordance with the preceding table. For example, if
Citibank Issuers generate $**** in MasterCard Volume during ****, then all such
MasterCard Volume shall receive Core Issuer Services Fees of **** bps, not merely
the MasterCard Volume that is at or in excess of $ **** (i.e., Core Issuer Services
Fees for ****shall be $**** x ****).
	 
	 	(b)  	(i)  In addition to any reporting required under the Rules, the Citibank
International Cards Group shall provide MasterCard, within thirty (30) days after the
end of each calendar quarter during the Term (except the last three such calendar
quarters), a forecast of MasterCard Volume in the Territory for the ensuing four
quarters, and, if reasonably requested by MasterCard, such other reports and
information as the Parties may mutually agree to review compliance under this
Agreement.




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	 	   	(ii)  For the purposes of this Agreement, (A) with respect to the Interim Period and
(B) as of the commencement of each Year, based in part on the quarterly forecasting
report described in paragraph (i) of this Section 2.1(b), the Parties will mutually
agree upon **** (the “**** Volume”).
	 
	 	   	(iii)  Based solely on MasterCard Volume as reflected in QMR data in successive
calendar quarters after the original **** Volume is agreed upon, MasterCard may
reasonably revise the **** Volume used for the calculation of the Core Issuer
Services Fees in connection with any calendar quarter as it may deem necessary in
its reasonable discretion, provided that it shall consult with the Citibank
International Cards Group prior to making any such revision.
	 
	 	   	(iv)  Citibank Issuers shall continue to pay to MasterCard all fees in respect of
MasterCard Volume in the Territory at MasterCard Standard Pricing with the same
frequency as detailed in the MasterCard Consolidated Billing System (MCBS) manual
(the “Actual Payments”).
	 
	 	   	(v)  Within 45 days immediately following the last day of (A) the Interim Period and
(B) each calendar quarter of each Year, MasterCard shall make an appropriate
reconciliation of Citibank Issuers’ Actual Payments against the Core Issuer Services
Fees due for such Interim Period or calendar quarter pursuant to Section 2.1(a).
Such reconciliation shall assume ****. To the extent Actual Payments exceed the
applicable Core Issuer Service Fees for any quarter, the excess shall be due and
owing from MasterCard to Citibank Issuers.
	 
	 	   	(vi)  MasterCard shall promptly refund any amounts due and owing to Citibank Issuers
hereunder following each reconciliation described in paragraph (v) above in
accordance with Section 2.1(d).
	 
	 	(c)  	Within 45 days after the conclusion of the Interim Period and each Year,
MasterCard shall make an appropriate reconciliation of Citibank Issuers’ Actual
Payments (net of any refunds made on a calendar quarter basis pursuant to Section
2.1(b)) against the Core Issuer Services Fees due for such Year or Interim Period
calculated pursuant to Section 2.1(a), based upon the actual MasterCard Volume
generated in the Territory during, for such Interim Period, calendar year 2004, and for
each Year, such Year (in each case as reflected in the relevant QMR reports submitted
by Citibank Issuers) (the “Yearly True Up”). To the extent the Actual Payments exceed
the applicable Core Issuer Services Fees for such Year or Interim Period, the excess
shall be due and owing from MasterCard to Citibank Issuers. Following the Yearly True
Up, MasterCard shall promptly refund any amounts that may be due and owing to Citibank
Issuers as a result of the Yearly True Up in accordance with Section 2.1(d), or shall
withhold from the Core Issuer Services Fees refund for the first calendar quarter of
the immediately succeeding Year (or any successive quarters until such amount is repaid
in full) or any other refund due to Citibank Issuers under this Agreement, any amounts
that may be due and owing to MasterCard as a result of the Yearly True Up, as the case
may be.




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	 	(d)  	(i)  MasterCard shall provide an integrated statement to the Citibank
International Cards Group (or such other entity designated by Citibank Issuers) within
45 days of the end of each and every quarterly and annual period during the Term, in
substantially the form set forth in Schedule 2.1(d) hereto, setting forth with respect
to the Core Issuer Services provided by MasterCard to Citibank Issuers in the Territory
during such period: (A) Actual Payments; (B) the total amount payable by Citibank
Issuers for the Core Issuer Services calculated in accordance with Section 2.1(a); and
(C) amounts owed by MasterCard to the relevant Citibank Issuer entities pursuant to
this Section 2.1.
	 
	 	   	(ii)  MasterCard shall make any or all refunds due hereunder by crediting, within 15
days after the date of delivery of the report described in paragraph (i) above, the
appropriate Citibank Issuer country-level designated account, as instructed by the
Citibank International Cards Group with respect to each quarterly and annual period
during the Term.
	 
	 	   	(iii)  Each report and payment made by MasterCard hereunder shall be accompanied by
adequate supporting documentation, including, without limitation, a quarterly
summary of invoices with respect to each and every MasterCard Card business in the
Territory together with supporting documentation, all in electronic format
(Microsoft Excel) via e-mail and CD-ROM.
	 
	 	(e)  	For tax purposes, the Parties agree to treat each of the refunds made, or
deemed to be made, pursuant to this Section 2.1 as if it was an adjustment to the fees
payable to MasterCard under or pursuant to the Rules.






	2.2  	Acquired Financial Institutions/Portfolios. ****.
	 
	2.3  	User Pay Services. ****.
	 
	3.  	Brand Commitments.
	 
	3.1  	Brand Commitments. Citibank Issuers shall use commercially reasonable efforts to maintain on
a cumulative basis MasterCard Volume, ****.
	 
	3.2  	Reporting on Conversion. The Citibank International Cards Group will provide notice to
MasterCard as soon as practicable after it becomes aware of a conversion of MasterCard Cards
that triggers, or would reasonably be determined to trigger, MasterCard’s termination right
contained in Section 6.2(b) hereof.
	 
	4.  	Existing and Future Agreements.
	 
	4.1  	Pricing Provisions of Existing Agreements. ****.
	 
	4.2  	Other Provisions of Existing Agreements. Other than as set forth in Section 4.1 above,
nothing contained in this Agreement shall affect any Person’s rights or obligations under




6









 






	   	any Existing Agreement, which rights and obligations shall continue in full force and effect
in accordance with their terms.
	   	 
	 
	4.3  	Future Agreements. The Parties acknowledge that they and their respective Affiliates expect
to continue to enter into country-specific agreements with respect to MasterCard Cards or
MasterCard Volume in the Territory from time to time. **** .
	 
	5.  	Confidentiality.
	 
	5.1  	In General. The terms of this Agreement and all information provided pursuant to or in
connection with either Party’s performance (and in the case of Citibank, including Citibank
Issuers’ performance) under this Agreement (“Confidential Information”) is confidential and
proprietary to the Party providing the Confidential Information (“Disclosing Party”) to the
other Party (“Receiving Party”). Notwithstanding the foregoing, Confidential Information
shall not include information which: (i) is or hereafter becomes part of the public domain
through no fault of the Receiving Party; (ii) is received from or furnished to a third party
without similar restriction on the third party’s rights; or (iii) is independently developed
by the Receiving Party. If the Receiving Party asserts that any exception set out in the
preceding sentence allows the disclosure of any Confidential Information, it shall promptly
submit to the Disclosing Party written documentation demonstrating the applicability of the
claimed exception.
	 
	5.2  	Use. The Receiving Party shall not use any Confidential Information provided by the
Disclosing Party for any purposes other than as permitted or required under this Agreement or
the Rules.
	 
	5.3  	Disclosure. Without the express written consent of the Disclosing Party, the Receiving Party
shall not disclose or provide access to any Confidential Information to any Person, with the
exception of (i) disclosure to any Affiliate, agent, representative, servant, contractor and
employee that has a need to know, for the purposes of complying with its obligations
hereunder, the specific Confidential Information, and that has agreed to keep confidential
such Confidential Information, or (ii) disclosure required by Law.
	 
	5.4  	Data Protection. In accordance with applicable Law, the Receiving Party shall take
reasonable measures, using the same care taken by such Party to safeguard its own confidential
and proprietary information, to prevent disclosure by its Affiliates, agents, representatives,
servants, contractors and employees of any Confidential Information.
	 
	5.5  	Post-Termination Obligations. Upon the conclusion of the Term, the Receiving Party shall,
upon request from the Disclosing Party, return or destroy all Confidential Information
provided by the Disclosing Party, including any summaries thereof, and all copies and
duplicates thereof (in whatever form maintained), except as may be otherwise required by Law.
	 
	5.6  	Remedies. The Parties acknowledge that the Confidential Information provided by the
Disclosing Party constitutes confidential and proprietary information of the Disclosing Party
and that use or disclosure thereof by the Receiving Party or any Affiliates, agents,
representatives, servants, contractors or employees of such Receiving Party, other than in




7









 






	   	accordance with the express terms of this Agreement or as otherwise authorized in writing by
a senior officer of the Disclosing Party, constitutes a material breach of the Agreement or,
after the Term, of such Disclosing Party’s continuing rights. In such event, the Parties
acknowledge that such Disclosing Party may immediately seek to obtain an order for
appropriate injunctive relief.
	   	 
	 
	5.7  	Notice. Each Party shall notify the other immediately of any loss or unauthorized disclosure
or use of Confidential Information that comes to such Party’s attention.
	 
	5.8  	Subpoenas, Etc. In the event that either Party receives a subpoena, court order or other
similar process purporting to require it to disclose Confidential Information, it shall
provide the other Party with written notice and documentation thereof as soon as practicable,
and shall cooperate with the other Party in the event that such other Party determines to seek
a protective order or other remedy with regard to such disclosure.
	 
	5.9  	No Public Announcement. Neither Party shall issue any public announcements or make any
published statements regarding this Agreement or the subject matter hereof, without the prior
written consent of the other Party; provided, however, that the Parties shall work together in
good faith to develop mutually-agreed upon responses to media inquiries concerning this
Agreement.
	 
	5.10  	Confidential Treatment. If MasterCard or Citibank (or any of its Affiliates) is required to
file this Agreement as an exhibit to any report or other filing with the Securities and
Exchange Commission (the “SEC”), such Party shall file with the Secretary of the SEC an
application requesting confidential treatment of the Agreement pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended, at or about the time of such filing, provided
that no such filing shall be deemed to violate this Section 5.
	 
	6.  	Term and Termination
	 
	6.1  	Term. This Agreement shall commence as of the Effective Date and unless terminated earlier
in accordance herewith shall continue until **** (the “Term”).
	 
	6.2  	**** and **** Termination.






	 	(a)  	MasterCard may terminate this Agreement upon 30 days written notice to Citibank
(after which MasterCard Standard Pricing will apply) in the event **** .
	 
	 	(b)  	From and after commencement of the second Year hereunder, MasterCard may
terminate this Agreement upon 30 days written notice to Citibank (after which
MasterCard Standard Pricing will apply) in the event **** .






	6.3  	Termination — General. In addition to the termination rights specified in Sections 6.2 and
7.5(b) hereof:






	 	(a)  	Prior to the scheduled conclusion of the Term, either Party may terminate this
Agreement (after which MasterCard Standard Pricing will apply) by giving notice to the
other Party in the event that the other Party materially breaches any of its




8









 






	 	   	obligations under this Agreement, which breach is not cured within 30 days after
notice thereof, or if cure cannot be effected in such time, such additional time as
is necessary to cure using commercially reasonable efforts.
	 	   	 
	 
	 	(b)  	This Agreement will terminate immediately at the election of the non-breaching
Party (after which MasterCard Standard Pricing will apply) in the event that: (i) a
court of competent jurisdiction assumes custody, attaches or sequesters all or a
material portion of a Party’s property or assets, which custody, attachment or
sequestration is not suspended or terminated; (ii) a Party admits, in writing, its
inability to pay its debts generally as they become due; (iii) a Party becomes
insolvent (whether by balance sheet insolvency or a failure to meet obligations in the
ordinary course) or makes an assignment for the benefit of creditors; (iv) a Party
files any voluntary, or if there is filed against such Party an involuntary, petition
in bankruptcy under the United States Bankruptcy Code, or any similar bankruptcy or
insolvency laws of another jurisdiction (as now or in the future enacted or amended),
provided that in the event of any involuntary petition the breaching Party will have a
period of 30 days from the date of filing thereof to discharge the same; or (v) a Party
consents to the appointment of a receiver for all or a substantial portion of its
property or assets.






	6.4  	Survival. Except as otherwise provided herein, (i) the rights and obligations with respect
to any payment or refund in Article 2 shall survive through the making of any such payment or
refund; (ii) the obligations in Sections 2.1(e) and 7.3 shall survive for the applicable
statute of limitations periods, plus thirty (30) days; (iii) the obligations in Section 7.5
shall survive for the four calendar quarters, commencing with the calendar quarter immediately
following the quarter during which Citibank terminates this Agreement in accordance with its
terms; and (iv) the obligations in Article 5 and Sections 7.2, 7.7, 7.8, 7.9, 7.10, 7.11,
7.12, 7.13 and 7.14 shall survive any termination of this Agreement for a period of five (5)
years.
	 
	7.  	General Terms and Conditions.
	 
	7.1  	Reciprocal Obligations. Each Party acknowledges and agrees that its performance of its
Commitments is in consideration of the other Party’s performance of such other Party’s
Commitments.
	 
	7.2  	Remedies. Other than as specified in Section 5.6 hereof and Section 7.11 hereof (solely with
respect to the recovery of costs and attorneys’ fees in an arbitration proceeding conducted
pursuant to such Section 7.11) **** .
	 
	7.3  	Taxes. Each Party will be responsible for all tax reporting and tax payment obligations
incurred by it pursuant to, or in connection with, this Agreement.
	 
	7.4  	Yearly Performance Review. Upon the conclusion of the Interim Period and each of the first
two Years during the Term, the Citibank International Cards Group (or its designee) and
MasterCard, upon being given reasonable notice, shall meet to jointly review each




9









 






	   	Party’s compliance with its Commitments and the
attainment of the objectives of this Agreement.
	   	 
	 
	7.5  	MasterCard Assessments and Fees.






	 	(a)  	****.
	 
	 	(b)  	**** .






	7.6  	Rules. Nothing in this Agreement shall affect Citibank Issuers’ obligations under the Rules.
	 
	7.7  	Notices. Except as otherwise specifically provided herein, all notices relating to this
Agreement, must be in writing and will be deemed given upon hand delivery or upon receipt if
sent by an overnight courier delivery service of general commercial use and acceptance (i.e.,
Airborne, FedEx or UPS) to the following addresses or such other address as may be later
designated by notice given by the applicable Party:
	 
	   	If to Citibank or Citibank Issuers:





	 	 	 
	 

	 	Managing Director of Marketing, International Cards
	

	 	Citibank, N.A.
	

	 	One Court Square
	

	 	Long Island City, New York 11120
	

	 	 
	

	 	with a copy to General Counsel, Global Consumer Business, Citigroup Inc.,
399 Park Avenue, New York, NY 10022.
	

	 	 
	

	 	If to MasterCard:
	

	 	MasterCard International Incorporated
	

	 	2000 Purchase Street
	

	 	Purchase, New York 10577
	

	 	Attention: Gary Flood
	

	 	 
	

	 	with a copy to the office of the General Counsel at the same address.







	7.8  	Assignment. Neither Party may assign or otherwise convey this Agreement, or any of its
rights and obligations hereunder, to any third party without the prior written consent of the
other Party, which may be withheld in such Party’s sole discretion, and any such attempted
assignment without consent shall be void; provided, however, that, upon 30 days’ prior written
notice to the other Party, either Party may assign or transfer this Agreement in whole or in
part to an Affiliate with reasonably sufficient or comparable resources to perform the
assigned provisions hereof. If any Person acquires any interest in this Agreement or the
subject matter hereof in any manner, whether by voluntary or involuntary transfer, operation
of Law or otherwise, such interest shall be held subject to all of the terms of the Agreement
and by taking or holding such interest, such Person shall be conclusively deemed to have
agreed to be bound by, and to comply with, all of




10









 






	   	the terms and obligations of the Agreement, and the Parties shall use commercially
reasonable efforts to cause such Person to execute any applicable documents to reflect the
rights and obligations obtained by such Person. All rights, remedies and obligations of the
Parties shall accrue or apply solely thereto or to their permitted successors or assigns,
and there is no intent to benefit or obligate any other Person hereby.
	   	 
	 
	7.9  	No Violation. Notwithstanding anything else contained in this Agreement, neither MasterCard
nor Citibank (nor any of their respective Affiliates) shall, and none of them shall be
obligated to, take any action that such entity believes in good faith would violate, or would
cause any of them to violate, any Law.
	 
	7.10  	Representations, Warranties and Covenants.






	 	(a)  	Each Party covenants, represents and warrants to the other that on a continuing
basis during the Term, and for such additional period after the Term during which such
Party has not completed full performance of its obligations hereunder, that: (i) it is
duly organized, validly existing and in good standing under applicable Law and (ii) it
has full corporate power and authority to execute, deliver, and perform this Agreement
according to its terms, it possesses all licenses, consents, and approvals required to
do so, and the execution, delivery, and performance of this Agreement have been duly
authorized by it.
	 
	 	(b)  	Each Party represents and warrants to the other that as of the Effective Date
there are no actions, suits, or proceedings existing or pending against or affecting it
before any Governmental Authority which would have a material adverse effect on its
ability to perform its obligations hereunder except for proceedings which it is
contesting and challenging in good faith and which it does not reasonably believe will
result in a final order or decree materially affecting its ability to perform this
Agreement.






	7.11  	Dispute Resolution. The Parties will endeavor in good faith to promptly settle any disputes
relating to this Agreement (each a “Dispute”). If the appropriate members of each Party’s
management team cannot promptly settle a Dispute, senior executives from each Party will try
to resolve the dispute. If no resolution is reached then either Party may submit the Dispute
to the American Arbitration Association for binding arbitration. The Party prevailing in such
arbitration shall be entitled to a recovery of its costs and attorneys fees from the
non-prevailing Party. Subject to Section 5.6, the procedures included in this Section 7.11
will be the exclusive procedures for resolution of any and all Disputes.
	 
	7.12  	Choice of Law. This Agreement and the respective rights and obligations of the Parties shall
be governed by the laws of the State of New York, excluding any “conflict of laws” or similar
provisions that would mandate or permit application of the substantive law of any other
jurisdiction. Any action or proceeding to enforce this Agreement or any obligation stated
herein shall be commenced and prosecuted, if at all, only in a federal or state court located
within the City and State of New York and each Party hereby




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	   	irrevocably agrees to consent to
jurisdiction in any such court and to
accept process in such action in the
manner set forth for notices herein.
	   	 
	 
	7.13  	Enforceability.






	 	(a)  	If one or more of the provisions contained herein shall, for any reason, be
held by a court of competent jurisdiction to be unenforceable or invalid in any respect
under applicable Law, such unenforceability or invalidity shall not affect any other
provision of this Agreement, and this Agreement shall then be construed as if such
unenforceable or invalid provisions had never been contained herein and the Parties
shall immediately commence negotiations in good faith to reform this Agreement to make
alternative provisions herein that reflect the intentions and purposes of the severed
provisions in a manner that does not run afoul of the basis for such unenforceability
or invalidity.
	 
	 	(b)  	Each Party’s waiver of any breach of any provision of this Agreement, or either
Party’s failure at any time to enforce any right or remedy available to it, shall not
be construed to be a waiver of such right or remedy with respect to any other prior,
concurrent or subsequent breach or failure by the other Party. Except as otherwise
provided herein, no waiver shall be effective unless made in writing and signed by the
waiving Party.






	7.14  	Miscellaneous.






	 	(a)  	Subject to Section 4 hereof, this Agreement constitutes the entire agreement
between the Parties with respect to subject matter hereof, and supersedes any other
prior oral or written agreement regarding the subject matter hereof. This Agreement
can only be amended or modified in a written agreement signed by both Parties.
	 
	 	(b)  	This Agreement is the product of negotiations between the Parties and their
respective counsel. No provision or section of this Agreement shall be read, construed
or interpreted for or against either Party by reason of ambiguity of language, rule of
construction against the draftsman, or any similar doctrine.
	 
	 	(c)  	This Agreement may be executed in one or more counterparts, each of which,
taken together, shall constitute but one original document.
	 
	 	(d)  	The captions in this Agreement are included for convenience only and shall not
affect the meaning or interpretation of this Agreement.
	 
	 	(e)  	Nothing contained herein shall be deemed to constitute a partnership or joint
venture between the Parties, and the common enterprise of the Parties shall be limited
to the express provisions of this Agreement.










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     This Agreement is executed as of January 3, 2005 and is effective as of the Effective Date.



MASTERCARD INTERNATIONAL INCORPORATED




By:      /s/ Gary J. Flood                                        

          Name: Gary J. Flood

          Title: EVP



CITIBANK, N.A.




By:      /s/ Faith Masingale                                        

          Name: Faith Masingale

          Title: EVP – Head of International Cards




13









 








Schedule 1.12

Existing Agreements ****




 









 





Schedule 2.1(d)

Integrated Statement ****