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

EXHIBIT 10.17

SECOND AMENDMENT TO OMNIBUS AGREEMENT

REGARDING INTERCHANGE LITIGATION JUDGMENT SHARING

AND SETTLEMENT SHARING

With respect to the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing 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.

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

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 X. Xxxxxx

Name: Xxxx X. Xxxxxx

Title: Deputy General Counsel, Director of Litigation & Regulatory Inquiries

Dated May 12, 2015

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

By: /s/ XxXxx X. Xxxxxxx

Name: XxXxx X. Xxxxxxx

Title: General Counsel and Secretary

Dated May 13, 2015

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

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Secretary

Dated May 8, 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

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, Sr. Associate General Counsel

Dated June 22, 2015

Chase Bank USA, N.A.

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: CEO of Consumer & Community Banking

Dated May , 2015

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

By: /s/ Xxxxxxxx X. Xxxxx

Name: Xxxxxxxx X. Xxxxx, Sidley Austin LLP

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

Dated May 11, 2015

Fifth Third Bancorp

By: /s/ H. Xxxxxx Xxxx

Name: H. Xxxxxx Xxxx

Title: Secretary

Dated June 5, 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

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

Dated

HSBC Finance Corporation

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Vice President

Dated August 27, 2015

HSBC Bank USA, N.A.

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Assistant Secretary

Dated August 27, 0000

XXXX Xxxxx Xxxxxxx Holdings Inc.

By: /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Executive Vice President

Dated August 28, 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

HSBC Bank plc

By: /s/ X.X. Xxxxxxx

Name: X.X. Xxxxxxx

Title: Co-General Counsel, Global Banking and Markets

Dated October 22, 2015

HSBC Holdings plc

By: /s/ Xxx Xxxxxxx

Name: Xxx Xxxxxxx

Title: Co-General Counsel Litigation and Regulatory Enforcement

Dated October 14, 2015

JPMorgan Chase & Co.

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: CEO of Consumer & Community Banking

Dated May , 2015

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

Dated May , 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

MasterCard Incorporated,

MasterCard International Incorporated

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: General Counsel

Dated

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

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Vice-Chairman

Dated July 3, 2015

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

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Vice-Chairman

Dated July 3, 2015

Suntrust Banks, Inc.

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Deputy General Counsel

Dated September 22, 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

Texas Independent Bancshares, Inc., Texas First Bank

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Chairman of the Board

Dated May 7, 2015

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

By: /s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: SVP

Dated May 28, 2015

Xxxxx Fargo & Co.

Xxxxx Fargo Bank N.A.

By: /s/ C. Xxxxx Xxxx

Name: C. Xxxxx Xxxx

Title: SVP

Dated May 11, 2015

Xxxxx Fargo & Co., as successor to Wachovia Corporation

By: /s/ C. Xxxxx Xxxx

Name: C. Xxxxx Xxxx

Title: SVP

Dated May 11, 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)

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

By: /s/ C. Xxxxx Xxxx

Name: C. Xxxxx Xxxx

Title: SVP

Dated May 11, 0000

Xxxx X.X.X. 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

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

Dated May 20, 2015

(Signature page to Second Amendment to Omnibus Agreement

Regarding Interchange Litigation Judgment Sharing and Settlement Sharing)