SECOND AMENDMENT TO OMNIBUS AGREEMENT REGARDING INTERCHANGE LITIGATION JUDGMENT SHARING AND SETTLEMENT SHARING

Exhibit 10.2

EXECUTION COPY

SECOND AMENDMENT TO OMNIBUS AGREEMENT

REGARDING INTERCHANGE LITIGATION JUDGMENT SHARING

AND SETTLEMENT SHARING

With respect to the dated as of February 7, 2011, as amended on August 26, 2014 (“Omnibus Agreement”), and in consideration of the mutual covenants and agreements contained herein, the undersigned parties agree as of the Second Amendment Effective Date to amend the Omnibus Agreement as follows:


1.	The undersigned parties agree, pursuant to Paragraph 11 of the Omnibus Agreement, to amend paragraphs a., b., and c. of the third recital of the Omnibus Agreement in their entirety to read 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 further amended on February 7, 2011, August 26, 2014, and October 22, 2015 (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 further amended on February 7, 2011, August 26, 2014, and October 22, 2015 (the “Visa LSA”); and

c. The MasterCard Settlement and Judgment Sharing Agreement dated as of February 7, 2011, among MasterCard and various financial institutions, as amended on August 26, 2014, and as further amended on October 22, 2015 (the “MasterCard SJSA”); and


2.	To the extent that this Amendment modifies or amends the Visa JSA or the Visa LSA, each of the parties hereto that is a party to the Visa JSA or the Visa LSA consents to such modification or amendment of (a) the Visa JSA pursuant to Paragraphs 17 of the Visa JSA and (b) the Visa LSA pursuant to Section 11(i) of the Visa LSA.


3.	This Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing 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.

This Second Amendment to shall be effective as of the date on which (a) all entities listed on the signature pages hereto have executed it and (b) all entities listed on the signature pages thereto have executed each of the Amendment of Loss Sharing Agreement dated as of October 22, 2015, Amendment of Interchange Judgment Sharing Agreement dated as of October 22, 2015, and Second Amendment

to MasterCard Settlement and Judging Sharing Agreement dated as of October 22, 2015 (the “Second Amendment Effective Date”).


5.	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 the Second Amendment Effective Date this instrument shall be a valid and binding obligation of each such entity.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned parties have caused the execution of this Amendment to .

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/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Associate General Counsel

XX Xxxxxxxx Services LLC (F/k/a National Processing, Inc.),

By: /s/ XxXxx X. Xxxxxxx

Name: XxXxx X. Xxxxxxx

Title: General Counsel and Secretary

Barclays Bank plc, Barclays Financial Corp., and Barclays Bank Delaware

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Secretary

(Signature page to Second Amendment to )

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

By: /s/ Xxxxxxxx Xxxxxxxx

Name: Xxxxxxxx Xxxxxxxx

Title: VP, Associate General Counsel

Chase Bank USA, N.A.

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: CEO of Consumer & Community Banking

Citibank (South Dakota), N.A., Citibank, N.A., Citicorp, and Citigroup, Inc.

By: /s/ Xxxxxxxx X. Xxxxx, Xxxxxx Xxxxxx LLP

Name: Xxxxxxxx X. Xxxxx, Sidley Austin LLP

Title: with authorization, on behalf of, Citibank (South Dakota), N.A., Citibank, N.A., Citicorp, and Citigroup, Inc.

(Signature page to Second Amendment to )

Fifth Third Bancorp

By: /s/ H. Xxxxxx Xxxx

Name: H. Xxxxxx Xxxx

Title: Secretary

First National of Nebraska, Inc. and

First National Bank of Omaha

By:/s/ Xxxxxxxx X. Xxxxxx

Name: Xxxxxxxx X. Xxxxxx

Title: Executive Vice President & Chief Risk Officer

HSBC Finance Corporation

By:/s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Vice President

(Signature page to Second Amendment to )

HSBC Bank USA, N.A.

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Assistant Secretary

HSBC North America Holdings Inc.

By: /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Executive Vice President

HSBC Bank plc

By: /s/ X. X. Xxxxxxx

Name: X. X. Xxxxxxx

Title: Co-General Counsel

HSBC Holdings plc

By: /s/ Xxx Xxxxxxx

Name: Xxx Xxxxxxx

Title: Co-General Counsel, Litigation and Regulatory Enforcement

(Signature page to Second Amendment to )

JPMorgan Chase & Co.

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: CEO of Consumer & Community Banking

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/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: CEO of Consumer & Community Banking

MasterCard Incorporated,

MasterCard International Incorporated

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: General Counsel

(Signature page to Second Amendment to )

PNC Bank, National Association, successor by merger to National City Bank and National City Bank of Kentucky

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Vice Chairman

The PNC Financial Services Group, Inc, successor by merger to National City Corporation

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Vice Chairman

Suntrust Banks, Inc.

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Deputy General Counsel

Texas Independent Bancshares, Inc., Texas First Bank

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Chairman of the Board

(Signature page to Second Amendment to )

U.S. Bank, N.A., and U.S. Bancorp

By: /s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: Senior Vice President

Xxxxx Fargo & Co.

Xxxxx Fargo Bank N.A.

By: /s/ C. Xxxxx Xxxx

Name: C. Xxxxx Xxxx

Title: Senior Vice President

Xxxxx Fargo & Co., as successor to Wachovia Corporation

By: /s/ C. Xxxxx Xxxx

Name: C. Xxxxx Xxxx

Title: Senior Vice President

Xxxxx Fargo Bank N.A., as successor to Wachovia Bank, N.A.

By: /s/ C. Xxxxx Xxxx

Name: C. Xxxxx Xxxx

Title: Senior Vice President

(Signature page to Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

Visa U.S.A. Inc.

By: /s/ Xxxxx Xxxxx Xxxxxxx

Name: Xxxxx Xxxxx Xxxxxxx

Title: EVP, General Counsel

Visa International Service Association

By: /s/ Xxxxx Xxxxx Xxxxxxx

Name: Xxxxx Xxxxx Xxxxxxx

Title: EVP, General Counsel

Visa Inc.

By: /s/ Xxxxx Xxxxx Xxxxxxx

Name: Xxxxx Xxxxx Xxxxxxx

Title: EVP, General Counsel

(Signature page to Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

WMI Liquidating Trust,

on its own behalf and on behalf of Washington Mutual, Inc.

By: /s/ Xxxxxxx Xxxxxx Xxxxx

Name: Xxxxxxx Xxxxxx Xxxxx

Title: General Counsel

(Signature page to Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

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SECOND AMENDMENT TO OMNIBUS AGREEMENT REGARDING INTERCHANGE LITIGATION JUDGMENT SHARING AND SETTLEMENT SHARING

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