EX-10.1 7 d44556dex101.htm EX-10.1 EXECUTION VERSION Date 2 November 2015 THE UK MEMBERS (AS DEFINED HEREIN) VISA INC. VISA EUROPE LIMITED LOSS SHARING AGREEMENT Macfarlanes LLP London EC4A 1LT CONTENTS Clause Page Schedule Appendices A Form of LM...Loss Sharing Agreement • May 5th, 2020
A In connection with the proposed acquisition by Visa Inc. (or its Affiliate) of the entire issued and outstanding share capital of Visa Europe (the “Transaction”) announced on or around the date of this Deed, the UK Members (or their respective Affiliate(s) or nominee(s)) will, in addition to other consideration payable in connection therewith, be issued UK&I Preferred Stock by Visa Inc. The terms of the UK&I Preferred Stock include provisions effecting a reduction in the rate at which UK&I Preferred Stock is eligible for conversion (in accordance with the terms of the UK&I Preferred Stock) into Class A Common Stock or Class A Equivalent Preferred Stock of Visa Inc. (each a “UK&I Conversion Rate Reduction”) to reflect all or part of relevant Covered Losses suffered by Visa Group Members.
AMENDMENT OF LOSS SHARING AGREEMENTLoss Sharing Agreement • November 20th, 2015 • Visa Inc. • Services-business services, nec
With respect to the Loss Sharing Agreement dated as of July 1, 2007, among Visa U.S.A. Inc., Visa International Service Association, Visa Inc., 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, and August 26, 2014 (the “Loss Sharing Agreement”), and in consideration of the mutual covenants and agreements contained herein, the undersigned parties agree as of the Effective Date as follows:
LOSS SHARING AGREEMENTLoss Sharing Agreement • July 24th, 2007 • Visa Inc. • Services-business services, nec • New York
This Loss Sharing Agreement (this “Agreement”) is entered into this [•] day of [•] 2007, by and among Visa U.S.A. Inc., a Delaware corporation (“Visa USA”), Visa International Service Association, a Delaware corporation (“Visa International”), VISA Inc., a Delaware corporation (“Visa Inc.”) and each member of Visa USA that executes and delivers a counterpart signature page to this Agreement (each a “Contributing Member,” and together with Visa USA and Visa International, each a “Party,” and collectively the “Parties”).
