Omnibus Agreement



 Exhibit 10.33 
 OMNIBUS AGREEMENT REGARDING INTERCHANGE LITIGATION 
 JUDGMENT SHARING AND
SETTLEMENT SHARING 
 WHEREAS, this Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement
Sharing (“Omnibus Agreement”) applies to the undersigned parties (each a “Signatory,” and together the “Signatories”), who have been or may be named as defendants in the Interchange Litigation (or any portion thereof)
as that term is defined in Paragraph 1 below; 
 WHEREAS, the plaintiffs in the Interchange Litigation (the
“Claimants”) have asserted or may assert claims based on (i) certain alleged rules, policies, practices, procedures, and activities of MasterCard International Incorporated and MasterCard Incorporated (collectively,
“MasterCard”); (ii) certain alleged rules, policies, practices, procedures, and activities of Visa U.S.A. Inc. (“Visa USA”), Visa International Service Association (“Visa International”), and Visa Inc. (“Visa
Inc.”) (collectively, “Visa”); and (iii) certain alleged activities of Visa, MasterCard, and other Signatories as they relate to the foregoing rules, policies, practices, procedures and activities; 

WHEREAS, various Signatories have entered into or will enter into one or more agreements with other Signatories or entities as follows:

 a. The Interchange Judgment Sharing Agreement dated as of July 1, 2007, among Visa USA, Visa International, Visa Inc.
and various financial institutions, as amended and restated in the Amended and Restated Judgment Sharing Agreement dated as of December 16, 2008, and as amended and to which the signatories consented to amendment on February 7, 2011 in the
“Consent to Amendment of Interchange Judgment Sharing Agreement” (the “Visa JSA”); 
 b. The Loss Sharing
Agreement dated as of July 1, 2007, among Visa Inc., Visa International, Visa USA, and various financial institutions, as amended and restated in the Amended and Restated Loss Sharing Agreement dated as of December 16, 2008, and as amended
and to which the parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Loss Sharing Agreement” (the “Visa LSA”); and 
 c. The MasterCard Settlement and Judgment Sharing Agreement dated as of February 7, 2011, among MasterCard and various financial institutions (the “MasterCard SJSA”); and 

WHEREAS, the Signatories to this Omnibus Agreement wish hereby to confirm and memorialize their intention and agreement regarding the
interpretation, application, coordination, and administration of the Visa JSA, the Visa LSA, the MasterCard SJSA, and this Omnibus Agreement (the foregoing four mentioned agreements referred to collectively herein as the “Sharing
Agreements”); 

  
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 NOW, THEREFORE, intending to be bound, and in consideration of the mutual covenants and
agreements contained herein, the Signatories hereby agree, as of the Effective Date (as defined in Paragraph 13 below), as follows: 
 1.
Definition of Interchange Litigation. For the purposes of this Omnibus Agreement, “Interchange Litigation” refers to (i) the putative class actions (the “Class Action”) in In re Payment Card Interchange Fee and
Merchant Discount Antitrust Litigation, Case No. 1:05-md-1720-JG-JO (“MDL 1720”); (ii) the actions by individual plaintiffs that as of the Effective Date have been transferred to MDL 1720 for coordinated or consolidated
pretrial proceedings (the “Individual Plaintiff Actions”); (iii) any action by one or more of the entities listed on Attachment 1, or by their direct or indirect parents, subsidiaries, predecessors, successors, assigns, or affiliates,
that assert claims against one or more Signatories, or their respective parents, subsidiaries, predecessors, successors, assigns or affiliates, similar to those asserted in the Individual Plaintiff Actions and are commenced on or before the last
date on which Settlements or Final Judgments have occurred in all of the Individual Plaintiff Actions (“Subsequent Individual Plaintiff Actions”); and (iv) any action other than those within (i), (ii), and (iii) above in this
paragraph that falls within definitions 4(i), 4(ii), or 5 of Schedule A to the Visa LSA, or that challenges the agreements leading up to or the consummation of the MasterCard initial public offering and is transferred for coordinated or consolidated
pre-trial proceedings at any time after the Effective Date to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time after the Effective Date in MDL 1720 by order of any court of competent jurisdiction
(“Opt-Out Actions”). (A plaintiff asserting claims that constitute an Individual Plaintiff Action, Subsequent Individual Plaintiff Action, or Opt-Out Action is referred to herein as an “Individual Plaintiff.”) 

2. Visa/MasterCard Allocation. The Signatories agree that, for the purposes of the interpretation, application, coordination, and administration
of the Sharing Agreements, certain payment obligations for the purposes of judgment sharing or settlement sharing shall be calculated in accordance with the following provisions: 

a. Settlement Sharing. In the event of either (i) a Settlement (as defined in Paragraph 5 below) of all claims in the Class
Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Paragraph 5(a) below) of, or has otherwise received a release of, all claims asserted against it in the Class
Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories
(with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Joint
Settlement”), then, provided that in such Joint Settlement all Claimants that participate in such Settlement provide a full release of all Signatories that have not (x) entered into Partial Settlement(s) of all claims asserted
against them by such Claimants or (y) otherwise previously been released from all claims by such Claimants, in all events including an Effective Release (as defined in this subparagraph below) of at least one Signatory


  

					
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agreeing to the Joint Settlement other than MasterCard or Visa, each Signatory’s “Settlement-Sharing Payment Obligation” with respect to the Monetary Portion (as defined in
Paragraph 5 below) of such a settlement shall be calculated as follows: (a) the total value of the Monetary Portion of the Joint Settlement shall be divided into a “MasterCard Portion” and a “Visa Portion” using the
following percentages (the “Visa/MasterCard Allocation”): MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (b) the MasterCard Portion of the Joint Settlement shall be allocated among the Signatories according to the
applicable provisions of the MasterCard SJSA; and (c) the Visa Portion of the Joint Settlement shall be allocated among the Signatories in accordance with Sections 3(a) and 3(b) of the Visa LSA and treated as a “Visa Litigation
Obligation” under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provision in the Visa LSA or the Visa JSA (including without
limitation Paragraph 12 of the Visa JSA, which shall be deemed to be superseded by this Agreement). For purposes of this subsection, a Claimant provides an “Effective Release” to a Signatory when (x) that Signatory has not already
entered into a Partial Settlement with, or otherwise received a release of any claims from, that Claimant and (y) the Claimant releases such Signatory from all MasterCard-Related Claims and all Visa-Related Claims, provided that no
release of Visa-Related Claims shall be required as to MasterCard and no release of MasterCard-Related Claims shall be required as to Visa. For the further avoidance of doubt, (xx) the Signatories expressly agree that MasterCard’s payment
obligation with respect to the Visa Portion of any Joint Settlement shall be 0.00% and Visa’s payment obligation with respect to the MasterCard Portion of any Joint Settlement shall be 0.00%, and (yy) the Signatories hereto that are also
parties to the Visa LSA expressly agree that all payments by a Signatory toward or with respect to the MasterCard Portion of any Joint Settlement shall be treated under the Visa LSA as payments with respect to and in satisfaction of the “JSA
MasterCard Portion” as that term is used in Section 3 of the Visa LSA. 
 b. Judgment Sharing. Notwithstanding
any other provision in the other Sharing Agreements, in the event one or more Signatories litigates one or more of the actions in the Interchange Litigation to a Final Judgment (as defined in Paragraph 5 below) and that Final Judgment results in a
Monetary Award (as defined in Paragraph 5 below), the Signatories agree that each Signatory’s payment obligation with respect to such Monetary Award (as to each Signatory, its “Judgment-Sharing Payment Obligation”) shall be as
follows: 
 i. MasterCard-Related Claims. With respect to any Monetary Award (or portion thereof) assigned to any
MasterCard-Related Claims (pursuant to Paragraph 2(c) below), each Signatory’s Judgment-Sharing Payment Obligation with respect to the Monetary Award (or portion thereof) assigned to the MasterCard-Related Claims shall be calculated and
satisfied as provided in the MasterCard SJSA. For the avoidance of doubt, and notwithstanding any contrary provision in the Visa LSA or the Visa JSA, (i) the Signatories expressly agree that Visa’s Judgment-Sharing Payment Obligation with
respect to any Monetary Award (or portion thereof) assigned to MasterCard-Related Claims shall be 0.00%, and (ii) the Signatories hereto that are also parties to the Visa LSA expressly agree that all payments by a Signatory pursuant to this
Paragraph 2(b)(i) 

  

					
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of this Omnibus Agreement, or toward or with respect to any Monetary Award (or portion thereof) assigned to MasterCard-Related Claims, shall be treated under the Visa LSA as payments with respect
to and in satisfaction of the “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA. 
 ii.
Visa-Related Claims. With respect to any Monetary Award (or portion thereof) assigned to any Visa-Related Claims (pursuant to Paragraph 2(c) below), each Signatory’s Judgment-Sharing Payment Obligation with respect to the Monetary Award
(or portion thereof) assigned to the Visa-Related Claims shall be calculated and satisfied according to the procedure set forth in Paragraphs 2(a)(i)-2(a)(iii) of the Visa JSA as though the Monetary Award (or portion thereof) were the “Visa
Portion” collected from signatories under the Visa JSA and the Monetary Award (or portion thereof) shall be treated as though it were a “Visa Litigation Obligation” under the Visa LSA, notwithstanding any contrary provision in the
Visa JSA or the Visa LSA. For the avoidance of doubt, the Signatories expressly agree that (x) MasterCard’s Judgment-Sharing Payment Obligation with respect to any Monetary Award (or portion thereof) assigned to Visa-Related Claims shall
be 0.00%, and (y) no Signatory to the Visa JSA and Visa LSA which complies with its obligations under this Omnibus Agreement shall be required, under either the Visa JSA or the Visa LSA, to pay any “MasterCard Portion” under the Visa
JSA with respect to any Monetary Award (or portion thereof) assigned to Visa-Related Claims. 
 iii. Inter-Network
Claims. With respect to any Monetary Award (or portion thereof) assigned to any Inter-Network Claims (pursuant to Paragraph 2(c) below) , each Signatory’s Judgment-Sharing Payment Obligation with respect to the Monetary Award (or portion
thereof) assigned to the Inter-Network Claims shall be calculated as follows: (i) the total value of the Monetary Award (or portion thereof) assigned to the Inter-Network Claims shall be divided into a “MasterCard Portion” and a
“Visa Portion” using the Visa/MasterCard Allocation percentages set forth in Paragraph 2(a) above, and (ii) the MasterCard Portion of the Monetary Award (or portion thereof) shall be allocated among the Signatories according to the
applicable provisions of the MasterCard SJSA, notwithstanding any contrary provision in the Visa JSA or the Visa LSA (and the Signatories hereto that are also parties to the Visa LSA expressly agree that all payments by a Signatory toward or with
respect to that MasterCard Portion of the Monetary Award (or portion thereof) shall be treated under the Visa LSA as payments with respect to and in satisfaction of the “JSA MasterCard Portion” as that term is used in Section 3 of the
Visa LSA); and (iii) the Visa Portion of the Monetary Award (or portion thereof) shall be allocated among the Signatories according to the procedure set forth in Paragraphs 2(a)(i)-2(a)(iii) of the Visa JSA as though it were the “Visa
Portion” collected from signatories under the Visa JSA and the Monetary Award (or portion thereof) shall be treated as though it were a “Visa Litigation Obligation” under the Visa LSA, notwithstanding any contrary provision in the
Visa JSA or the Visa LSA. For the avoidance of doubt, the Signatories expressly agree that no Signatory to the Visa JSA and Visa LSA which complies with its obligations under this Omnibus Agreement shall be required, under either the Visa JSA or the
Visa LSA, to pay any “MasterCard Portion” under the Visa JSA with respect to any Monetary Award (or portion thereof) assigned to Inter-Network Claims. 

  

					
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 c. “Assignment” of Monetary Awards to Claims. For the purposes of this
Agreement, amounts of a Monetary Award will be deemed to be assigned either to MasterCard-Related Claims or to Visa-Related Claims (as defined in Paragraph 5 below) to the extent the Monetary Award in some discernible manner assigns amounts solely
to conduct of or participation in the MasterCard payment system or solely to conduct of or participation in the Visa payment system (respectively). In all other events, amounts of a Monetary Award will be deemed to be assigned to Inter-Network
Claims. Provided, however, that notwithstanding the foregoing language in Paragraph 2(c), and not withstanding any contrary provision in the MasterCard SJSA, Visa JSA or Visa LSA, if a plaintiff in an Opt-Out Action against MasterCard does not bring
an Opt-Out Action against Visa and Visa has not provided any consideration for not being named in an Opt-Out Action by that plaintiff, all amounts of a Monetary Award in that Opt-Out Action that are not assigned to Visa-Related Claims pursuant to
the first sentence of this Paragraph 2(c) shall be deemed to be assigned to MasterCard-Related Claims, and if a plaintiff in an Opt-Out Action against Visa does not bring an Opt-Out Action against MasterCard and MasterCard has not provided any
consideration for not being named in an Opt-Out Action by that plaintiff, all amounts of a Monetary Award in that Opt-Out Action that are not assigned to MasterCard-Related Claims pursuant to the first sentence of this Paragraph 2(c) shall be deemed
to be assigned to Visa-Related Claims. 
 3. Complete Coverage of Interchange Litigation. The Signatories agree that, as to the
Interchange Litigation, the Sharing Agreements shall be interpreted, applied and administered in order to completely cover the total value of (a) the Monetary Portion of any Joint Settlement, Settlement of MasterCard-Related Claims Only (as
defined in and pursuant to the MasterCard SJSA), or settlement covered by Sections 2 and 3 of the Visa LSA, or (b) any Monetary Award in the Class Action, the Individual Plaintiff Actions, the Subsequent Individual Plaintiff Actions, or the
Opt-Out Actions involving one or more Signatories to this Omnibus Agreement. For the avoidance of doubt, this provision means that, to the extent that one or more Signatories have any obligation to make any monetary payment under any settlement
constituting a Joint Settlement, Settlement of MasterCard-Related Claims Only (as defined in and pursuant to the MasterCard SJSA), or settlement covered by Sections 2 and 3 of the Visa LSA or under any Final Judgment as to any claim in the
Interchange Litigation, the Sharing Agreements will be interpreted, applied and administered in a manner that will, to the greatest extent possible consistent with the terms of the Sharing Agreements, result in the payment obligation being covered
by the Sharing Agreements. For the avoidance of doubt, Paragraph 12 of the Visa JSA shall be shall be deemed to be superseded by this Agreement in all actions in the Interchange Litigation, including Opt-Out Actions. 

4. Impact of Partial Settlement. Nothing in this Omnibus Agreement shall be construed as precluding the authority of any Signatory to one or more
of the Sharing Agreements to settle, at its sole discretion, any claims asserted against it. ****. 

  

					
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 5. Definitions: For the purposes of this Omnibus Agreement, the following definitions shall apply:

 a. “Settlement” and “Partial Settlement.” “Settlement” refers to a written settlement agreement
that compromises, settles, and releases claims that are asserted in the Interchange Litigation. A “Partial Settlement” refers to a Settlement by any Signatory (or by any of a Signatory’s parents, subsidiaries, predecessors,
successors, assigns, affiliates, or any other person or entity obtaining a release of the Signatory) that has been agreed to by less than all Signatories (excluding any Signatories who have previously received a full release or the benefit of a full
release of all claims asserted by the settling Claimant). Each Signatory agrees to provide notice promptly after the execution of a Partial Settlement by all parties to that agreement in accordance with the notice provision in Paragraph 22 below.

 b. “Monetary Award” means the amount of any award of damages or other monetary compensation to a Claimant awarded
by a court or jury in the Interchange Litigation, including any award of compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon, before any offset or reduction by operation of
law on account of settlement payments by any Signatory that does not comply with all of the applicable terms and conditions of the Sharing Agreements to which it is also a Signatory. For the avoidance of doubt, “Monetary Award” shall not
include the cost or value of any injunctive, equitable, or declaratory relief. 
 c. “Monetary Portion” means the
money agreed to be paid in any settlement in respect of claims for compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon. For the avoidance of doubt, “Monetary
Portion” shall exclude the cost or value of or any payment for any other consideration or relief provided in the settlement, including without limitation any rate, fee, marketing, or support agreements. 

d. “Final Judgment” refers to a judgment (including any award of compensatory, punitive, treble, or other damages, court costs,
attorneys’ fees, or expenses, including any interest thereon) entered by a court upon the conclusion of a trial or summary judgment proceedings in the Interchange Litigation, or any other procedural vehicle other than a Settlement (as defined
in Paragraph 5(a) above) by means of which a court enters final judgment on any Claimants’ claims, which judgment (a) is immediately enforceable and has not been stayed pending appeal or (b) becomes final after exhaustion of all
appeals or other judicial review or expiration of the time to obtain further judicial review. 
 e. “MasterCard-Related
Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which MasterCard and/or some or all of the Signatory banks are alleged to be liable solely by virtue of conduct of or participation in the MasterCard
payment system. 

  

					
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 f. “Visa-Related Claims” refers to any claims that are or may be asserted in the
Interchange Litigation as to which Visa and/or some or all of the Signatory banks are alleged to be liable solely by virtue of conduct of or participation in the Visa payment system. 

g. “Inter-Network Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which MasterCard
and Visa are alleged to have joint liability or as to which the liability of a Signatory is alleged to arise from alleged anticompetitive conduct jointly undertaken by or through Visa and MasterCard. 

h. “Settling Signatory” refers to any Signatory that enters into a Partial Settlement or otherwise obtains a release or the
benefit thereof (including by virtue of settlement by any of the Signatory’s parents, subsidiaries, predecessors, successors, assigns, affiliates or by any other Signatory, person or entity obtaining a release of the Signatory) of one or more
actions or claims other than as part of a Joint Settlement. 
 6. Third Parties. This Omnibus Agreement is made and shall be binding on
and inure solely to the benefit of the Signatories and their respective direct or indirect parents, subsidiaries, predecessors, successors, affiliates, or permitted assigns, but otherwise confers no rights or defenses upon any non-Signatory. Except
as provided below, a Signatory may not assign any of its obligations under this Omnibus Agreement to another person or entity without the written consent of each other Signatory. If, after the Effective Date, any person or entity, as a result of any
merger, purchase of assets, reorganization or other transaction, acquires or succeeds to all or substantially all of the business or assets of a Signatory (the “Acquired Signatory”), then such Acquired Signatory shall, as a condition
precedent to the effectiveness of any such merger, purchase of assets, reorganization or other transaction, obligate in writing such acquiring person or entity to be bound by, and honor all of, the provisions of this Omnibus Agreement and shall take
all necessary steps to ensure that such person or entity is bound by the same payment obligations and all other obligations of the Acquired Signatory as provided for in this Omnibus Agreement. 

7. No Admission of Liability. Nothing contained herein is intended to be, nor shall be deemed to be, an admission of any liability to anyone or an
admission of the existence of facts upon which liability could be based other than to the Signatories pursuant to the terms of this Omnibus Agreement and/or one or more of the other Sharing Agreements. 

8. Governing Law. This Omnibus Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to
contracts entered into and to be performed entirely within the State of New York. All Signatories hereby agree that this Omnibus Agreement is consistent with public policy and hereby covenant and agree not to make any assertion to the contrary.

 9. Confidentiality. No Signatory shall divulge any of the terms of this Omnibus Agreement to a third party except as is reasonably
required (a) to enable such Signatory’s directors, officers, employees, auditors and attorneys to carry out their responsibilities hereunder, (b) to comply with the requirements of applicable law or rule, or with a court


  

					
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order or regulatory examination, investigation or request (including, without limitation, any examination, action, or request of the Office of the Comptroller of the Currency or the Board of
Governors of the Federal Reserve System), (c) to comply with the requirements of any stock exchange or other self-regulatory organization as that term is defined at 15 U.S.C. § 78c(a)(26), or (d) to prosecute or defend an action
arising out of this Omnibus Agreement. 
 10. Joint Authorship. This Omnibus Agreement shall be treated as though it was jointly drafted
by all Signatories, and any ambiguities shall not be construed for or against any Signatory on the basis of authorship. 
 11. Entire
Agreement and Amendment/Modification. This Omnibus Agreement, together with the Visa JSA, the Visa LSA, and the MasterCard SJSA, as applicable in light of Paragraphs 2, 3, and 4 above and including all agreements referenced in the “Entire
Agreement” sections of the Visa JSA and Visa LSA, constitute the entire and only agreements among the undersigned parties with respect to the subject matter hereof, and any other representation, promise, or condition in connection therewith
shall not be binding upon any of the Signatories, except to the extent set forth herein or in the other Sharing Agreements (including any agreements referenced in the “Entire Agreement” sections of the Visa JSA and Visa LSA) . This Omnibus
Agreement shall not be amended or modified except by a written amendment executed by an authorized representative of each Signatory. 
 12.
Execution in Counterparts. This Omnibus Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 

13. Effective Date. This Omnibus Agreement shall be effective as of the date on which (a) all entities listed on the signature pages hereto
have executed the Omnibus Agreement; and (b) all entities listed on the signature pages thereto have executed each of the MasterCard SJSA, Consent to Amendment of Interchange Judgment Sharing Agreement, and Consent to Amendment of Loss Sharing
Agreement (the “Effective Date”). 
 14. Disputes to be Arbitrated. Any dispute arising out of or relating to this Omnibus
Agreement, including but not limited to a dispute relating to the breach, enforceability, interpretation, application, or scope of any aspect of this Omnibus Agreement (including, without limitation, a dispute relating to the breach, enforceability,
interpretation, application, or scope of any aspect of this arbitration clause), or a dispute referring or relating to the amount of any payment obligation created by this Omnibus Agreement, shall be finally resolved by arbitration in accordance
with the Center for Public Resources (“CPR”) Rules for Non-Administered Arbitration in effect on the date of this Omnibus Agreement, by Prof. Eric Green or Hon. Edward Infante (Ret.) or, if both of the foregoing are unavailable, by one
independent and impartial arbitrator to be agreed upon by the disputants or, in the absence of such an agreement, appointed by the CPR. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon
the award rendered by the arbitrator may be entered by any court having 

  

					
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jurisdiction thereof. The place of arbitration shall be New York, New York, unless otherwise agreed by the parties to the arbitration. 
 15. Remedies in Arbitration. In the event of a dispute about the existence or amount of a payment obligation created under this Omnibus Agreement, the Arbitrator shall award the prevailing party
its reasonable attorneys’ fees and costs. In addition, if the Arbitrator finds that any Signatory or its affiliate failed to pay, in whole or in part, a sum that it was obliged to pay another Signatory(s) under the terms of this Omnibus
Agreement, the Arbitrator shall award that other Signatory(s) interest on the unpaid or underpaid payment at the prime rate as published in the Wall Street Journal on the date that the unpaid or underpaid payment was due (or, if the actual cost of
replacement funds was greater than the prime rate, the prevailing party’s actual cost of replacement funds), running from the date that the unpaid amount was required to be paid under this Omnibus Agreement until such amount is paid.

 16. No Waiver. Failure to insist on compliance with any term or provision contained in this Omnibus Agreement shall not be deemed a
waiver of that term or provision, nor shall any waiver or relinquishment of any right or power contained in this Omnibus Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.

 17. Severability. The provisions of this Omnibus Agreement are severable, and if any provision of this Omnibus Agreement is determined
by a court or arbitrator of competent jurisdiction or agreed by the Signatories to be invalid, void or unenforceable, this shall not affect the validity or enforceability of the remainder of this Omnibus Agreement or any other provision, and this
Omnibus Agreement may be enforced as if any such invalid, void or unenforceable provision were stricken. 
 18. Further Actions. Each
party hereto agrees to take any and all actions reasonably necessary in order to effectuate the intent, and to carry out the provisions, of this Omnibus Agreement, including without limitation negotiating in good faith to conform this Omnibus
Agreement as necessary to accomplish its purposes. 
 19. Authority of Signatory. Each of the undersigned individuals signs on behalf of,
and represents and warrants that he or she has the authority and authorization to sign on behalf of and bind, the corporations, banks, companies, or entities identified immediately above his or her signature, and upon such execution this Omnibus
Agreement shall as of the Effective Date be a valid and binding obligation of such entity. 
 20. Signatory’s Opportunity to Obtain
Legal Advice. Each Signatory represents and warrants that it has had an opportunity to seek and has sought independent legal advice from attorneys of its choice and other advice from such accountants and other professionals as it deems
appropriate, in each case with respect to the advisability of executing this Omnibus Agreement, and such Signatory has carefully read this Omnibus Agreement and has made such investigation of the facts pertaining to this Omnibus Agreement as it
deems necessary. 

  

					
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 21. Additional Signatories. This Omnibus Agreement may be amended to include additional Signatories
only if each Signatory to this Omnibus Agreement consents in writing. 
 22. Notice. All notices required or permitted under this
Agreement shall be in writing and delivered by any method providing proof of delivery, including facsimile. Any notice shall be deemed to have been given on the date of delivery. Notices shall be delivered to the Signatories at the addresses set
forth next to the signature blocks below unless and until a different address has been designated in writing by a Signatory. 
 23.
Miscellaneous. For the purposes of this Agreement, to the extent any Signatory is required to obtain a “release” of another Signatory, any such release shall also include each Signatory’s parents, subsidiaries, predecessors,
successors, assigns and affiliates within the scope of the release. 
 [SIGNATURE PAGES FOLLOW] 

  

					
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 IN WITNESS WHEREOF, the undersigned parties have caused the execution of this Omnibus
Agreement. 
  

	
	Bank of America, N.A.,
	MBNA America (Delaware),
	 FIA Card Services N.A. (f/k/a Bank of America, N.A. (USA)
 and MBNA America Bank, N.A.),

	Bank of America Corporation, and
	NB Holdings Corporation

  

							
	By:	  	 /s/ Joe Price
	 		 	
	Name:	  	Joe Price	 		 	
	Title:	  	President, Consumer and Small Business Banking	 	
	Dated	  	January 31, 2011	 		 	
		
	BA Merchant Services LLC (f/k/a National Processing, Inc.)	 	
				
	By:	  	 /s/ JoAnn P. Carlton
	 		 	
	Name:	  	JoAnn P. Carlton	 		 	
	Title:	  	General Counsel & Secretary	 		 	
	Dated	  	January 31, 2011	 		 	
		
	Barclays Bank plc, Barclays Financial Corp., and Barclays Bank Delaware	 	
				
	By:	  	 /s/ Clinton W. Walker
	 		 	
	Name:	  	Clinton W. Walker	 		 	
	Title:	  	Secretary, Barclays Bank Delaware	 		 	
	Dated	  	January 27, 2011	 		 	


  

					
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	 Capital One Bank, (USA), N.A., Capital One, F.S.B., Capital One, N.A., Capital One

Financial Corporation

				
	By:	 	 /s/ Michael Wassemer
	 		 	
	Name:	 	Michael Wassemer	 		 	
	Title:	 	Executive Vice President	 		 	
	Dated	 	January 27, 2011	 		 	
	
	Chase Bank USA, N.A.
				
	By:	 	 /s/ Gordon Smith
	 		 	
	Name:	 	Gordon Smith	 		 	
	Title:	 	CEO Card Services	 		 	
	Dated	 	January 31, 2011	 		 	
	
	Citibank (South Dakota), N.A., Citibank, N.A., Citicorp, and Citigroup, Inc.
				
	By:	 	 /s/ Jud Linville
	 		 	
	Name:	 	Jud Linville	 		 	
	Title:	 	Authorized Signatory	 		 	
	Dated	 	February 1, 2011	 		 	
	
	Fifth Third Bancorp
				
	By:	 	 /s/ James R. Hubbard
	 		 	
	Name:	 	James R. Hubbard	 		 	
	Title:	 	Senior Vice President and Chief Legal Officer	 		 	
	Dated	 	January 28, 2011	 		 	


  

					
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	First National of Nebraska, Inc. and	 		 	
	First National Bank of Omaha
				
	By:	  	 /s/ Nicholas W. Baxter
	 		 	
	Name:	  	Nicholas W. Baxter	 		 	
	Title:	  	Senior Vice President	 		 	
	Dated	  	January 27, 2011	 		 	
	
	HSBC Finance Corporation
				
	By:	  	 /s/ Brian D. Hughes
	 		 	
	Name:	  	Brian D. Hughes	 		 	
	Title:	  	Executive Vice President	 		 	
	Dated	  	January 28, 2011	 		 	
	
	HSBC Bank USA, N.A.
				
	By:	  	 /s/ Irene M. Dorner
	 		 	
	Name:	  	Irene M. Dorner	 		 	
	Title:	  	President and CEO	 		 	
	Dated	  	February 3, 2011	 		 	
	
	HSBC North America Holdings Inc.
				
	By:	  	 /s/ Patrick Burke
	 		 	
	Name:	  	Patrick Burke	 		 	
	Title:	  	CEO – HSBC Finance Corp.	 		 	
	Dated	  	January 28, 2011	 		 	


  

					
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	HSBC Bank plc	 		 	
				
	By:	  	 /s/ Peter Keenan
	 		 	
	Name:	  	Peter Keenan	 		 	
	Title:	  	Head of Customer Propositions	 		 	
	Dated	  	February 2, 2011	 		 	
	
	HSBC Holdings plc
				
	By:	  	 /s/ Richard E.T. Bennett
	 		 	
	Name:	  	Richard E.T. Bennett	 		 	
	Title:	  	Group General Counsel	 		 	
	Dated	  		 		 	
	
	JPMorgan Chase & Co.
				
	By:	  	 /s/ Stephen M. Cutler
	 		 	
	Name:	  	Stephen M. Cutler	 		 	
	Title:	  	General Counsel	 		 	
	Dated	  	January 31, 2011	 		 	
	
	 JPMorgan Chase Bank, N.A., as acquirer of certain assets and liabilities of Washington

Mutual Bank from the Federal Deposit Insurance Corporation acting as receiver

				
	By:	  	 /s/ Stephen M. Cutler
	 		 	
	Name:	  	Stephen M. Cutler	 		 	
	Title:	  	General Counsel	 		 	
	Dated	  	January 31, 2011	 		 	


  

					
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	MasterCard Incorporated,
	MasterCard International Incorporated
		
	By:	 	 /s/ Noah J. Hanft

	Name:	 	Noah J. Hanft
	Title:	 	General Counsel and Chief Franchise Integrity Officer
	Dated	 	January 31, 2011
	
	The PNC Financial Services Group, Inc., successor by merger to National City Corporation
		
	By:	 	 /s/ Joseph C. Guyaux

	Name:	 	Joseph C. Guyaux
	Title:	 	President
	Dated	 	January 26, 2011
	
	PNC Bank, National Association, successor by merger to National City Bank and National City Bank of Kentucky
		
	By:	 	 /s/ Joseph C. Guyaux

	Name:	 	Joseph C. Guyaux
	Title:	 	President
	Dated	 	January 26, 2011
	
	Suntrust Banks Inc.
		
	By:	 	 /s/ Michelle Arauz

	Name:	 	Michelle Arauz
	Title:	 	First Vice President
	Dated	 	January 31, 2011


  

					
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	Texas Independent Bancshares, Inc.
	Texas First Bank
		
	By:	 	 /s/ Charles T. Doyle

	Name:	 	Charles T. Doyle
	Title:	 	Chairman
	Dated	 	January 26, 2011
	
	U.S. Bank, N.A., and U.S. Bancorp
		
	By:	 	 /s/ Nicholas A.J. Vlietstra

	Name:	 	Nicholas A.J. Vlietstra
	Title:	 	Senior Vice President and Deputy General Counsel
	Dated	 	January 27, 2011
	
	Wells Fargo & Co.
	Wells Fargo Bank N.A.
		
	By:	 	 /s/ Kevin A. Rhein

	Name:	 	Kevin A. Rhein
	Title:	 	Executive Vice President
	Dated	 	January 27, 2011
	
	Wells Fargo & Co., as successor to Wachovia Corporation
		
	By:	 	 /s/ Kevin A. Rhein

	Name:	 	Kevin A. Rhein
	Title:	 	Executive Vice President
	Dated	 	January 27, 2011


  

					
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	Wells Fargo Bank N.A., as successor to Wachovia Bank, N.A.
		
	By:	 	 /s/ Kevin A. Rhein

	Name:	 	Kevin A. Rhein
	Title:	 	Executive Vice President
	Dated	 	January 27, 2011
	
	Visa U.S.A. Inc.
		
	By:	 	 /s/ Josh Floum

	Name:	 	Josh Floum
	Title:	 	General Counsel
	Dated	 	January 25, 2011
	
	Visa International Service Association
		
	By:	 	 /s/ Josh Floum

	Name:	 	Josh Floum
	Title:	 	General Counsel
	Dated	 	January 25, 2011
	
	Visa Inc.
		
	By:	 	 /s/ Josh Floum

	Name:	 	Josh Floum
	Title:	 	General Counsel
	Dated	 	January 25, 2011


  

					
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	Washington Mutual, Inc.
		
	By:	 	 /s/ Charles Edward Smith

	Name:	 	Charles Edward Smith
	Title:	 	Executive Vice President and General Counsel
	Dated	 	February 3, 2011


  

					
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 ATTACHMENT 1 

 

	1.	The Great Atlantic & Pacific Tea Company, Inc. (“A&P”) 


 

	2.	H.E. Butt Grocery Stores, Inc. (“H.E.B.”) 


  

					
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