EX-10.34 3 d258542dex1034.htm MASTERCARD SETTLEMENT AND JUDGMENT SHARING AGREEMENT MASTERCARD SETTLEMENT AND JUDGMENT SHARING AGREEMENT
Exhibit 10.34
MASTERCARD SETTLEMENT AND JUDGMENT SHARING AGREEMENT
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BY MASTERCARD INCORPORATED
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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.”) For the avoidance of doubt, the Settlement-Sharing Payment Obligations and Judgment-Sharing Payment Obligations (as set forth in Paragraphs 3 and 4 respectively below) under this Agreement apply to every action included in the Interchange Litigation as defined herein, regardless of whether a Signatory has been named as a defendant in a particular action.
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divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below (provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); and (C) the Visa Portion of the Settlement shall be allocated as a “Visa Litigation Obligation” in accordance with Sections 3(a) and 3(b) of the Visa LSA (as defined in Subparagraph 6(d) below) 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 provisions in the Visa LSA or the Visa JSA (including without limitation Section 12 of the Visa JSA). For the purposes of clarity, in the event of a Settlement of All Claims by all Signatories, MasterCard’s Settlement-Sharing Payment Obligation under this Agreement shall be 12% (which is equivalent to 36.0000% of 33.3333%) of the Total Settlement Amount.
Table 1
Bank of America N.A. | **** | |
Barclays Bank Delaware | **** | |
Capital One Bank | **** | |
Chase Bank USA N.A. | **** | |
Citibank South Dakota N.A. | **** | |
Fifth Third Bank | **** | |
First National Bank of Omaha | **** | |
HSBC Finance Corporation | **** | |
PNC Bank, National Association | **** | |
SunTrust Bank Atlanta | **** | |
Xxxxx Fargo Bank N.A. | **** | |
Texas Independent Bankshares | **** | |
MasterCard | 36.0000% |
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c. Definition of 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 such notice promptly after the execution of such a settlement agreement by all parties to that agreement in accordance with the notice provision in Paragraph 29 below.
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participating in the payment of the Settlement of MasterCard-Related Claims Only with the same Claimant(s) shall be increased by an identical multiple such that the sum of the percentages for all Signatories participating in the Settlement of MasterCard-Related Claims Only is equal to 100%.
e. Definitions of MasterCard-Related Claims, Visa-Related Claims, and Inter-Network Claims.
i. “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 the conduct of or participation in the MasterCard payment system.
ii. “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 the conduct of or participation in the Visa payment system.
iii. “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.
f. Definition of Monetary Portion. “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.
4. Signatories’ Judgment-Sharing Payment Obligations.
a. In the event one or more Signatories litigates one or more of the actions or claims in the Interchange Litigation to a Final Judgment (as defined in Subparagraph 4(b) below), and that Final Judgment results in a Monetary Award (as defined in Subparagraph 4(c)), the Signatories agree that, subject to Subparagraph 4(a)(iv) below, each Signatory’s payment obligation with respect to the total value of the Monetary Award (as to each Signatory, its “Judgment-Sharing Payment Obligation”) shall be as follows:
i. With respect to the amount of any Monetary Award (or portion thereof) that is assigned in some discernible manner solely to conduct of or participation in the MasterCard payment system, that amount shall be deemed assigned to MasterCard-Related Claims and each Signatory’s Judgment-Sharing Payment Obligation with respect to that amount of the Monetary Award shall be calculated according to the percentages set forth on Table 1 above.
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ii. With respect to the amount of any Monetary Award (or portion thereof) that is assigned in some discernible manner solely to conduct of or participation in the Visa payment system, that amount shall be deemed assigned to Visa-Related Claims and this Agreement does not allocate to any Signatory a Judgment-Sharing Payment Obligation with respect to that amount of the Monetary Award.
iii. To the extent the amount of any Monetary Award (or portion thereof) is not assigned in some discernible manner solely to conduct of or participation in either (a) the MasterCard payment system as set forth in Subparagraph 4(a)(i) above or (b) the Visa payment system as set forth in Subparagraph 4(a)(ii) above, that amount shall be deemed assigned to Inter-Network Claims and each Signatory’s Judgment-Sharing Payment Obligation under this Agreement with respect to that amount shall be calculated as follows: (x) the amount of any Monetary Award (or portion thereof) that is assigned to any Inter-Network Claims shall be divided into a “MasterCard Portion” and a “Visa Portion” using the percentages set forth in Subparagraph 3(a) above; and (y) the MasterCard Portion of which shall be allocated for payment among the Signatories according to the percentages set forth on Table 1 above. For the avoidance of doubt, the Signatories expressly agree that MasterCard’s Judgment-Sharing Payment Obligation with respect to the Visa Portion of the amount of any Monetary Award (or portion thereof) that is assigned to any Inter-Network Claims shall be 0.00%.
iv. For the avoidance of doubt, the Signatories intend that the Judgment-Sharing Payment Obligations under this Agreement of any Settling Signatory (as defined in this Subparagraph below) shall be deemed to be fully satisfied with respect to such settled claims only if the Settling Signatory has entered into a Setoff Agreement that complies with the provisions of Paragraph 6 below. In the event that any Settling Signatory does not obtain a Setoff Agreement as provided under Paragraph 6, any such Settling Signatory will continue to have Judgment-Sharing Payment Obligations under this Agreement as to any MasterCard-Related Claims and any Inter-Network Claims calculated according to Subparagraphs 4(a)(i) and (iii) above. For the purposes of this Agreement, “Settling Signatory” refers to any Signatory that settles 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 Settlement of All Claims or a Settlement of MasterCard-Related Claims Only.
b. For purposes of this Agreement, “Final Judgment” means 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 Subparagraph 3(c) above) by means of which a court enters final judgment on any of 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.
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c. For purposes of this Agreement, “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 other entity that do not comply with the provisions of Paragraph 6 of this Agreement. For the avoidance of doubt, “Monetary Award” shall not include the cost or value of any injunctive, equitable, or declaratory relief. In the event that (a) a competent court or arbitrator finally determines that one or more of the provisions in Paragraph 6 of this Agreement is ineffective or unenforceable, or (b) a Settling Signatory does not fully comply with the provisions of Paragraph 6 of this Agreement, any payments to a Claimant by such Settling Signatory shall, to the extent and in the amount that such payments reduce the amount of a Monetary Award that may be enforced against other Signatories, be deemed partial payments by such Settling Signatory of its Judgment-Sharing Payment Obligation.
5. Payment Mechanism. Subject to Paragraph 6 of this Agreement, within eight calendar days after (a) entry of a Final Judgment, (b) the entry of an order requiring that payment be made as part of a Settlement of the Class Action, or (c) the execution by all parties thereto of any Settlement of any Individual Plaintiff Action, Subsequent Individual Plaintiff Action, or Opt-Out Action, each Signatory hereto shall cause the amount of its Settlement-Sharing Payment Obligation or Judgment-Sharing Payment Obligation (as applicable) under this Agreement to be paid, by wire transfer, into a segregated escrow account (the “MasterCard-Related Payment Escrow Account”) to be established for the receipt of such funds from the Signatories and for the payment of the Settlement or Final Judgment to be paid by Signatories to Claimants in accordance with this Agreement. Notwithstanding the foregoing, (i) the Signatories may provide in a Settlement agreement for an alternative mechanism for the timing of the Signatories’ payment of any Settlement-Sharing Payment Obligation under this Agreement, or (ii) in the event that a stay is granted with respect to the Monetary Portion (or portion thereof) of any Final Judgment, then the time contemplated for the Signatories to satisfy its Judgment-Sharing Payment Obligation with respect to that Monetary Award (or portion thereof) shall run from the date on which the stay is lifted.
a. A Settling Signatory will have no Judgment-Sharing Payment Obligations under this Agreement with respect to the claims settled by such Settling Signatory if, and only if, the settlement agreement with the Claimant includes the following provisions (a “Setoff Provision”) with respect to those claims: (i) a provision pursuant to which each settling Claimant agrees not to collect as a result of a judgment from any other Signatory, any other defendant in the Interchange Litigation, or any affiliates of the foregoing, an amount equal to the greater of the following (x) and (y) (with the amounts set forth in (x) to be allocated as set forth therein): (x) to the extent a Claimant settles, compromises or releases (a) any MasterCard-Related Claims against
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the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to MasterCard-Related Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), and (b) any Inter-Network Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to Inter-Network Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), or (y) the amount paid by the Settling Signatory to the Claimant; and (ii) a provision stating that the other Signatories to this Agreement, and other signatories to the Omnibus Agreement, and any affiliates of the foregoing, are intended third party beneficiaries of the Setoff Provision. For the avoidance of doubt, the Setoff Provision shall provide that the agreement of the settling Claimant(s) not to collect the greater of the Settling Signatory’s judgment-sharing payment obligation or the amount paid by the Settling Signatory to the Claimant from any other Signatory or other party in the Interchange Litigation shall apply to the full amount of any Monetary Award (including any trebling) against one or more non-Settling Signatories even if the Settling Signatory is not identified as a responsible party in the Final Judgment.
b. In the event that a competent court or arbitrator finally determines that one of the foregoing provisions in this Paragraph is ineffective or unenforceable in whole or in part, or if the Settling Signatory does not include in its settlement agreement the provisions required by this Paragraph, the Settling Signatory will be obligated to satisfy its Judgment-Sharing Payment Obligations as required pursuant to Paragraph 4 of this Agreement.
c. Notwithstanding anything in this Agreement to the contrary, payments to a Claimant by a Settling Signatory shall be deemed payments by such Settling Signatory pursuant to this Agreement to the extent and in the amount that such payments reduce the amount of a Final Judgment with respect to any MasterCard-Related Claims or Inter-Network Claims that may be enforced against other Signatories.
d. For the purposes of this Agreement, “Sharing Agreements” refers collectively to (i) this Agreement, (ii) the Omnibus Agreement, (iii) 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 parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Interchange Judgment Sharing Agreement” (the “Visa JSA”); and (iv) 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”). The Visa JSA and Visa LSA are referred to collectively herein as the “Visa Agreements.”
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as defendants in the Class Action at that time (a “Class Action Settlement”) or any Settlement of the Class Action with respect to MasterCard-Related Claims Only (“MasterCard-Related Claims Only Class Action Settlement”), the Signatories agree to use their Reasonable Best Efforts (as defined in Subparagraph 7(c) below) to include provisions in any such settlement agreement with respect to such actions (“Class Action Settlement Agreement”) as set forth in Subparagraphs 7(a) and 7(b) below.
a. Take-Down Provision. The Signatories agree to use their Reasonable Best Efforts to include in any Class Action Settlement Agreement a provision (the “Take-Down Provision”) whereby, in the event of such a Class Action Settlement (or MasterCard-Related Claims Only Class Action Settlement, as applicable), the aggregate total amount of the Monetary Portion of the Class Action Settlement (or of the MasterCard-Related Claims Only Class Action Settlement, as applicable) that would have been distributed to any Claimants that elect to opt out of the class (“Opt-Out Plaintiffs”) if those Opt-Out Plaintiffs had instead elected to remain members of the class and receive distributions under the Class Action Settlement (or of the MasterCard-Related Claims Only Class Action Settlement, as applicable) shall be deducted from the Monetary Portion of the Class Action Settlement (or of the MasterCard-Related Claims Only Class Action Settlement, as applicable) to be paid under the Class Action Settlement Agreement (“Total Fund”).
b. Reverter Provision. The Signatories agree to use their Reasonable Best Efforts to include in any Class Action Settlement Agreement a provision (the “Reverter Provision”) whereby any Monetary Portion of the Class Action Settlement (or MasterCard-Related Claims Only Class Action Settlement, as applicable) allocated to members of the class that fail to file a claim form within the time period prescribed in the order approving the Class Action Settlement Agreement (“Non-Filing Class Members”), as well as any interest that has accrued on that Monetary Portion (collectively, the “Reverter Funds”), shall be deducted from the Total Fund, and returned to the settling Signatories in proportion to each such Signatory’s contribution.
8. Establishment and Administration of the MasterCard-Related Payment Escrow Account.
a. The Signatories agree to establish pursuant to a customary form of escrow agreement reasonably acceptable to the Signatories a MasterCard-Related Payment Escrow Account. The MasterCard-Related Payment Escrow Account shall be administered by an “Administrator.” The Administrator shall be designated by the
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Signatories by a simple “per capita” majority vote of the Signatories. The Signatories, at any time, by a simple “per capita” majority vote of the Signatories, may terminate the Administrator and, in that event, or in the event that the Administrator resigns, the Signatories shall, by a simple “per capita” majority vote of the Signatories, designate another Administrator. The Administrator shall administer the provisions of this Agreement and the funds contributed under it in accordance with the terms and provisions of the escrow agreement establishing the MasterCard-Related Payment Escrow Account. Signatories and their counsel shall cooperate with the Administrator to facilitate the exercise of the Administrator’s duties. The Administrator is authorized to pay from the MasterCard-Related Payment Escrow Account all expenditures as provided in the escrow agreement. The Administrator’s duties shall include (a) filing tax returns and all other documents required by the Internal Revenue Service or any state or local taxing authority in connection with the MasterCard-Related Payment Escrow Account and (b) paying from the MasterCard-Related Payment Escrow Account (as appropriate) any Tax Expenses with respect to such Escrow Account. For the purposes of this Agreement, “Tax Expenses” means all taxes on the income earned in the MasterCard-Related Payment Escrow Account, and all fees and expenses incurred in connection with such taxation (including, without limitation, any tax penalties and expenses of tax attorneys and accountants).
b. The Signatories agree that the funds in the MasterCard-Related Payment Escrow Account shall be free and clear of all liens, security interests, encumbrances, pledges, mortgages, rights, options and claims of any kind and of any person or entity (including any participation interests and any consent rights), whether written or oral, vested or unvested, contingent or outright. In furtherance and not in limitation of the foregoing, none of the funds in any the MasterCard-Related Payment Escrow Account shall be subject to any claims by or of creditors of any of the Signatories or any affiliates thereof. Each Signatory hereby warrants and represents that neither the Signatory nor any of its affiliates (other than any of their portfolio companies and subsidiaries thereof) has been declared bankrupt or insolvent, has made any general assignment, arrangement or composition with or for the benefit of its creditors, or is or will be within ninety (90) days of the date of this Agreement, the subject of any bankruptcy, insolvency, receivership, winding-up, dissolution or liquidation or similar proceedings or processes, whether voluntary or involuntary, that would impact the funds in the MasterCard-Related Payment Escrow Account.
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12. Repayment as a Result of Reversal, Vacatur, or Modification of a Final Judgment. If a Claimant received payment from a Signatory based on a Monetary Award (or portion thereof) in the Interchange Litigation and the Claimant is no longer entitled to some or all of that payment as a result of the reversal, vacatur or modification of a Monetary Award in a Final Judgment (an “Undue Payment”), and if a Signatory later succeeds in recovering the Undue Payment in whole or in part, such recovery (including any interest recovered) shall be taken into account for purposes of determining the sharing, indemnity and contribution obligations arising under this Agreement. Unless and until an Undue Payment is recovered by a Signatory, however, the Undue Payment shall be treated as a payment towards the satisfaction of a Monetary Award for purposes of this Agreement, provided that the Undue Payment was made in satisfaction or partial satisfaction of what was, at the time the payment was made, a Monetary Award as defined by this Agreement.
14. Governing Law. This 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
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that this Agreement is consistent with public policy and hereby covenant and agree not to make any assertion to the contrary.
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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 jurisdiction thereof. The place of arbitration shall be New York, New York, unless otherwise agreed by the parties to the arbitration.
26. 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
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executing this Agreement, and such Signatory has carefully read this Agreement and has made such investigation of the facts pertaining to this Agreement as it deems necessary.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned parties have caused the execution of this 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/ Xxx Xxxxx | |
Name: | Xxx Xxxxx | |
Title: | President, Consumer and Small Business Banking | |
Dated | January 31, 2011 |
XX Xxxxxxxx Services LLC (f/k/a National Processing, Inc.) | ||
By: | /s/ XxXxx X. Xxxxxxx | |
Name: | XxXxx X. Xxxxxxx | |
Title: | General Counsel & Secretary | |
Dated | January 31, 2011 |
Barclays Bank plc, Barclays Financial Corp., and Barclays Bank Delaware | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
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/ Xxxxxxx Wassemer | |
Name: | Xxxxxxx Wassemer | |
Title: | Executive Vice President | |
Dated | January 27, 2011 |
Chase Bank USA, N.A. | ||
By: | /s/ Xxxxxx Xxxxx | |
Name: | Xxxxxx Xxxxx | |
Title: | CEO Card Services | |
Dated | January 31, 2011 |
Citibank (South Dakota), N.A., Citibank, N.A., Citicorp, and Citigroup, Inc. | ||
By: | /s/ Xxx Xxxxxxxx | |
Name: | Xxx Xxxxxxxx | |
Title: | Authorized Signatory | |
Dated | February 1, 2011 |
Fifth Third Bancorp | ||
By: | /s/ Xxxxx X. Xxxxxxx | |
Name: | Xxxxx X. Xxxxxxx | |
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/ Xxxxxxxx X. Xxxxxx | |
Name: | Xxxxxxxx X. Xxxxxx | |
Title: | Senior Vice President | |
Dated | January 27, 2011 |
HSBC Finance Corporation | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx | |
Title: | Executive Vice President | |
Dated | January 28, 2011 |
HSBC Bank USA, N.A. | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx | |
Title: | President and CEO | |
Dated | February 3, 0000 |
XXXX Xxxxx Xxxxxxx Holdings Inc. | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: | CEO – HSBC Finance Corp. | |
Dated | January 28, 2011 |
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HSBC Bank plc | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | Head of Customer Propositions | |
Dated | February 2, 2011 |
HSBC Holdings plc | ||
By: | /s/ Xxxxxxx E.T. Xxxxxxx | |
Name: | Xxxxxxx E.T. Xxxxxxx | |
Title: | Group General Counsel | |
Dated |
JPMorgan Chase & Co. | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
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/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | General Counsel | |
Dated | January 31, 2011 |
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MasterCard Incorporated, MasterCard International Incorporated | ||
By: | /s/ Xxxx X. Xxxxx | |
Name: | Xxxx X. Xxxxx | |
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/ Xxxxxx X. Xxxxxx | |
Name: | Xxxxxx X. Xxxxxx | |
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/ Xxxxxx X. Xxxxxx | |
Name: | Xxxxxx X. Xxxxxx | |
Title: | President | |
Dated | January 26, 2011 |
Suntrust Banks Inc. | ||
By: | /s/ Xxxxxxxx Xxxxx | |
Name: | Xxxxxxxx Xxxxx | |
Title: | First Vice President | |
Dated | January 31, 2011 |
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Texas Independent Bancshares, Inc. | ||
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Chairman | |
Dated | January 26, 2011 |
Xxxxx Fargo & Co. Xxxxx Fargo Bank N.A. | ||
By: | /s/ Xxxxx X. Xxxxx | |
Name: | Xxxxx X. Xxxxx | |
Title: | Executive Vice President | |
Dated | January 27, 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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