Exhibit 10.28

CONFORMED COPY

LLP INTEREST PURCHASE AGREEMENT

among

HSBC BANK PLC

and

GLOBAL PAYMENTS U.K. LTD.

DATED 17 June 2008

TABLE OF CONTENTS

Schedules

Exhibits

LLP INTEREST PURCHASE AGREEMENT

THIS LLP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made the 17th day of June 2008 by and among:

WHEREAS:

NOW, THEREFORE, the Seller and the Purchaser agree, on and subject to the terms and conditions herein set forth, as follows:

ARTICLE 1

INTERPRETATION

For the purposes of this Agreement, capitalised terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in Schedule 1.1 and the provisions of part 2 of Schedule 1.1 shall apply as if they appeared in this Section 1.1. Other terms which are defined in this Agreement shall bear the meaning assigned to them where used elsewhere in this Agreement.

ARTICLE 2

SALE AND PURCHASE

On the terms and subject to the conditions set forth in this Agreement, at Completion the Seller shall sell and the Purchaser shall purchase free of all Encumbrances and together with all rights attaching thereto the entire legal and beneficial interest in such number of Membership Units as is equal to 51% of all Membership Units in the Joint Venture (“Controlling Interest”).

Upon Completion the Seller shall be deemed to have given to the Purchaser the same covenants in relation to the sale of the Controlling Interest as are implied by Part I of the Law of Property (Miscellaneous Provisions) Act 1994 where a disposition is expressed to be made with full title guarantee except that s.6(2) of such act shall be excluded and s.3(1) of such act shall apply as if the words “other than” to the end of the sub-section were deleted therefrom.

Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Membership Units unless the sale and purchase of all of the Controlling Interest is completed simultaneously.

For the avoidance of doubt, no additional sums in respect of any VAT which is chargeable under the provisions of the VATA at the date of this Agreement shall be payable, pursuant to this Agreement, on the Sale of the Controlling Interest to the Purchaser pursuant to this Agreement.

ARTICLE 3

CONSIDERATION FOR THE CONTROLLING INTEREST

The consideration for the sale of the Controlling Interest shall be:

At Completion and subject to the terms and conditions set forth in this Agreement, the Purchaser shall make payment of the Purchase Price by wire transfer in immediately available funds in U.S. Dollars to the Seller’s Account.

ARTICLE 4

COMPLETION

The completion of the sale and purchase of the Controlling Interest (the “Completion”) shall take place within three Business Days following satisfaction of all of the conditions to Completion set forth in Section 10.1(a) and 10.3(a) or at such other later date and time as the Parties may agree (the “Completion Date”), provided that on such date all other conditions set out in Article 10 are satisfied. Completion shall take place at such location as the Parties agree, and shall be effective as of the Effective Time.

The Controlling Interest shall pass on Completion whereupon:

At Completion, the Seller and the Purchaser shall make the deliveries set forth on Schedule 4.3.

The Seller and the Purchaser agree to use their reasonable endeavours to consummate the Completion on the terms and subject to the conditions set forth in this Agreement including executing and procuring its Affiliates (as applicable) to execute the Joint Venture Agreements (other than this Agreement) substantially in the form exhibited in this Agreement (to the extent not executed prior to this Agreement).

If in any respect the provisions of Section 4.3 are not complied with on the date for Completion set by Section 4.1 the Party not in default may:

ARTICLE 5

CERTAIN ADDITIONAL AGREEMENTS OF THE BANK

With the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed and which may be conditional on a representative of the Bank being present at any such meetings, the Bank shall upon reasonable prior notice and during business hours permit the Purchaser to visit the premises and facilities of the Bank in the United Kingdom, India and the Philippines, meet with any applicable vendors of the Bank, meet with the employees employed in the Merchant Acquiring Business, meet with the representatives of the Merchants subject to the Security and Privacy Policies and Procedures of the Bank, and meet with the Card Associations and Network Organizations.

The Bank will deliver at Completion an updated Schedule 6.14(a), which shall provide the same information as contained in Schedule 6.14(a) for the 12 month period ending on the last day of the month immediately preceding the Completion Date.

The Seller and the Purchaser each undertake to comply with their respective obligations set out in Exhibit 10 to this Agreement

ARTICLE 6

WARRANTIES OF THE SELLER

The Seller warrants as follows to the Purchaser, at the date hereof and immediately prior to Completion:

The Seller has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Restructuring Agreements and the Operative Documents to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Restructuring Agreements and the Operative Documents

to which it is or will be a party have been approved by all requisite corporate action on the part of such Seller, and, assuming this Agreement constitutes the legally valid and binding obligation of the Purchaser, this Agreement constitutes (and each Restructuring Agreement and each Operative Document to which such Seller is or will be a party, when executed and delivered pursuant hereto, will constitute) a legally valid and binding obligation of such Seller enforceable in accordance with its terms, subject only to any limitation under Laws relating to bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and the discretion that a court of competent jurisdiction may exercise in the granting of equitable remedies (whether considered in a proceeding in equity or at law).

Except as set out in Schedule 6.3, there are no actions, suits or proceedings pending or threatened in writing against the Merchant Acquiring Business that exceed £10,000 (or its equivalent), individually or £50,000 in the aggregate. There has been no undertaking or assurance given by the Bank to any Governmental Entity in respect of the Merchant Acquiring Business and the Merchant Acquiring Business is not the subject of any injunction or similar court order which is still in force and which affects the Merchant Acquiring Business or the Merchant Acquiring Assets.

Since 1 June 2007:

With respect to the Transferred Employees:

The Merchant Agreements listed in Schedule 6.10 are part of larger master agreements and are the only Merchant Agreements that are not separate and independent agreements.

Except as set out in Schedule 6.13, since the Financial Statement Date, there has not been any change in the operations or financial condition of the Merchant Acquiring Business and no event has occurred or circumstances exist which would result in a Material Adverse Effect.

The parties with which the Bank entered into the agreements listed in Schedule 6.15 are the only independent sales organizations of the Bank relating to the Merchant Acquiring Business (the “Independent Sales Organizations”) and the only referral agreements of the Bank relating to the Merchant Acquiring Business (the “Referral Agreements”). The Bank has no outstanding obligations to make payments to any Independent Sales Organization or referral agent for referring, soliciting, or servicing any Merchant or for any other reason whatsoever, other than obligations in the Ordinary Course of the Merchant Acquiring Business and which are Retained Liabilities.

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Since the Financial Statement Date, the Merchant Acquiring Business has been carried on by the Bank in the Ordinary Course. Without limiting the generality of the foregoing, since the Financial Statement Date, the Bank has not:

All amounts held, and relating exclusively to the Merchant Acquiring Business, whether resulting from deferred crediting of the settlement amounts to the Merchants held by the Bank at the Effective Time or otherwise, as reserves for Chargebacks and Credit Losses accruing before the Effective Time and the other arrangements in each case as set out in Schedule 6.19 (collectively, the “Reserve Accounts”) are the only security arrangements which relate exclusively to the Merchant Acquiring Business, currently in place. The Seller shall update Schedule 6.19 three Business Days prior to the Completion Date.

The unreimbursed Chargebacks and Credit Losses for the Merchant Acquiring Business (including any unreimbursed Chargebacks and Credit Losses that are being subsidized or paid for by any division of the Bank outside of the Merchant Acquiring Business) have been appropriately estimated and accounted for and reflected in the Financial Statements set out in Schedule 6.5.

Except as set out in Schedule 6.22, none of the Seller’s products, actions or contracts relating to the Merchant Acquiring Business in any material respect infringe or have in any material respect infringed any competition, anti-trust, restrictive trade practice, anti-trust, fair trading or any applicable consumer protection Law in any applicable jurisdiction in which the Bank or any Affiliate carries on, has carried on or in which the activities of the Bank or any Affiliate may have an effect, in each case in connection with the Merchant Acquiring Business.

No order has been made, resolution passed, or to the Bank’s Knowledge, petition presented for the winding up of the Seller and no meeting has been convened for the purpose of winding up the Seller. The Seller has not in respect of the Merchant Acquiring Business, to the Bank’s Knowledge, been a party to any transaction which could be avoided in a winding up. The Seller is not insolvent, or unable to pay its debts within the meaning of the insolvency legislation applicable to the Seller and the Seller has not stopped paying its debts as they fall due. No event analogous to any of the foregoing has occurred in or outside the United Kingdom.

ARTICLE 7

INDEMNIFICATION OF JOINT VENTURE

The Seller undertakes to the Purchaser to satisfy any liability to the Joint Venture by contributing an amount equal to that which the Joint Venture would be entitled to recover pursuant to an indemnity by the Seller in favour of the Joint Venture indemnifying and holding harmless the Joint Venture from and against all Joint Venture Liabilities but subject to the limitations contained in Section 12 in return for such number of Deferred Membership Units as have the aggregate nominal value equal to the amount contributed by the Seller to the Joint Venture.

ARTICLE 8

WARRANTIES OF THE PURCHASER

Subject to Article 12, the Purchaser warrants as follows to the Seller, effective as of the date hereof, and immediately prior to Completion:

The Purchaser is a company incorporated under the Laws of England and Wales. The Purchaser has all requisite corporate power to own and carry on the Merchant Acquiring Business.

The Purchaser has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Operative Documents to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Operative Documents to which it is or will be a party have been approved by all requisite corporate action on the part of the Purchaser, and, assuming this Agreement constitutes the legally valid and binding obligation of the Seller, this Agreement constitutes (and each Operative Document to which it is or will be a party, when executed and delivered pursuant hereto, will constitute) a legally valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject only to any limitation under Laws relating to bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and the discretion that a court of competent jurisdiction may exercise in the granting of equitable remedies (whether considered in a proceeding in equity or at law).

Except as set forth on Schedule 8.3, the execution, delivery and performance by the Purchaser of this Agreement or the Operative Documents to which it is or will be a party does not and will not (i) violate, conflict with, result in a breach of or constitute a default under (with or without notice or lapse of time or both) or require any Consent under any agreement, indenture, mortgage or lease to which the Purchaser is a party or by which its properties are bound, (ii) constitute a violation by the Purchaser of any applicable Laws or require any Authorization from any Governmental Entity, (iii) violate any order, judgment, injunction or decree of any court, arbitrator, or Governmental Entity against or binding upon the Purchaser or any of its properties, (iv) result in a breach of, or cause the termination or revocation of, any Authorization or Consent held by the Purchaser which is necessary to the ownership of its properties or the operation of its businesses, or (v) violate, conflict with, or constitute a default entitling any other Person to exercise any rights under any of the terms or provisions of its deed of formation (or any governing or constitutional documents or their equivalent) of the Purchaser or any contracts or instruments to which the Purchaser is a party or pursuant to which any of the Purchaser’s assets or properties is subject.

Except as set forth on Schedule 8.4, no Authorization or Consent is required to be obtained or made by or with respect to the Purchaser to authorize the execution, delivery or performance by the Purchaser of, or for the Purchaser to execute, deliver or perform, this Agreement or the Operative Documents to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby.

Except for payments which are to be met by the Purchaser (and which will not be recharged to the Joint Venture) , no broker, finder or investment banker is entitled to any fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser.

ARTICLE 9

PRE-COMPLETION COVENANTS

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The Seller shall, as soon as reasonably practicable, notify the Purchaser, and the Purchaser shall, as soon as reasonably practicable, notify the Seller, upon any warranty made by it or them contained in this Agreement or any other Operative Document becoming materially untrue or incorrect during the Interim Period in any respect. Any such notification shall set out particulars of the untrue or incorrect warranty and details of any actions being taken by the Seller or the Purchaser, as the case may be, to rectify that state of affairs. Such notice will not prejudice the ability to bring a claim against the Seller or the Purchaser, as the case may be, for breach of any warranty.

During the Interim Period, the Bank shall not directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, any potential purchaser (other than the Purchaser) relating to the sale or assignment of the Merchant Acquiring Business, any of the Transferred Assets or any of the benefits or burdens of the Bank in connection therewith (other than as expressly permitted in this Agreement or in connection with point-of-sale terminal sales or rentals made in the Ordinary Course of the Merchant Acquiring Business).

Prior to Completion, the Purchaser and its representatives shall not contact or communicate with the Merchants, customers, suppliers and licensors of the Merchant Acquiring Business in connection with the transactions contemplated hereby without the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed and may be conditioned upon a representative of the Bank being present at any such meeting or conference. The communications by the Purchaser and its representatives with the Merchants, customers, suppliers and licensors of the Merchant Acquiring Business in connection with the Restructuring and the other transactions contemplated hereby and by the other Operative Documents shall be undertaken in a manner that is mutually agreed by the Bank and the Purchaser.

No broker, finder or investment banker is or will be entitled to any fee or commission in connection with the transactions contemplated hereby and by the Restructuring Agreements and the Joint Venture Agreements based upon arrangements made by or on behalf of the Seller which is payable by the Purchaser or the Joint Venture.

With respect to the Transferred Employees, during the Interim Period and until the Transfer Date, the Bank undertakes:

ARTICLE 10

CONDITIONS TO COMPLETION

The purchase of the Controlling Interest is subject to the following conditions to be fulfilled or performed at or prior to the Completion, which conditions are for the exclusive benefit of the Purchaser and may be waived in writing, in whole or in part, by the Purchaser in its sole and absolute discretion:

The sale of the Controlling Interest is subject to the following condition(s) to be fulfilled or performed at or prior to Completion, which condition(s) are for the exclusive benefit of the Seller and may be waived, in whole or in part, by the Bank in its sole and absolute discretion:

The purchase and sale of the Controlling Interest is subject to the following terms and conditions to be fulfilled prior to Completion, which conditions are true conditions precedent:

ARTICLE 11

TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Completion:

and such breach shall not have been cured (if capable of cure) within 30 days after receipt by the Seller of notice of such breach from the Purchaser, provided that the right to terminate this Agreement by the Purchaser under this Section 11.1(b) shall not be available to the Purchaser if the Purchaser is at that time in material breach of this Agreement;

and such breach shall not have been cured (if capable of cure) within 30 days after receipt by the Purchaser of notice of such breach from the Seller, provided that the right to terminate this Agreement by the Seller under this Section 11.1(c) shall not be available to the Seller if the Seller is at that time in material breach of this Agreement;

If this Agreement is terminated by the Purchaser pursuant to Section 11.1(b), the Bank agrees that it shall not, and it shall cause all its Affiliates, directors, officers, employees, agents, accountants, consultants, financial advisors, counsel and representatives not to, directly or indirectly, solicit or accept any contact, enter into any discussions or negotiations, or enter into any binding or non-binding contracts, commitments, arrangements, agreements or understandings, with any third parties with respect to any Alternate Transaction during the 9 month period after the termination of this Agreement by the Purchaser pursuant to Section 11.1(b). As used in this Section 11.3, an “Alternate Transaction” means any contract, commitment, arrangement, agreement, understanding or other transaction by the Bank, directly or indirectly, with any third party involving (i) the transfer, in whole or in part, of the Merchant Acquiring Business, (ii) the entering into of service or similar agreements with respect to the Merchant Acquiring Business or any part thereof, or (iii) any other transaction or series of transactions (or discussions or negotiations in respect thereof) with respect to the Merchant Acquiring Business or any part thereof which has substantially similar economic effects to any of the transactions contemplated by this Agreement.

Except as specifically provided in Section 11.4 with respect to liquidated damages, (i) each Party’s right of termination under this Article 11 is in addition to and shall not exclude or restrict any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination shall not be an election of remedies, and (ii) nothing in Article 11 shall limit or affect any other rights or causes of action the Purchaser or the Seller may have with respect to the warranties, covenants and indemnities in its or their favor contained in this Agreement.

ARTICLE 12

LIMITATIONS

The provisions of this Article 12 apply notwithstanding, and in priority to, any other provision of this Agreement.

The Seller shall only be liable to the Purchaser in relation to Claims in respect of Tax or Tax matters pursuant to a Claim under Section 6.16 and/or in accordance with Section 9.10. and/or Section 14(1)(c).

A Claim notified in accordance with this Section 12.4 and not satisfied, settled or withdrawn will be unenforceable against the Seller on the expiry of the period of 24 months in respect of a Claim under Section 6.16, 14.1(c) or 9.10 or 9 months in respect of any other Claim, starting on the day of notification of the Claim, unless proceedings (including particulars of claim) in respect of such Claim have been both issued and validly served on the Seller within that period. The Purchaser will not be prevented by:

if any such Claim is notified within the applicable time limit in this Section 12.3 then the 24 month or 9 month period (as the case may be) detailed above will commence on the day that Section 12.7(c)(vi) or Section 12.14 (as the case may be) ceases to prevent the Purchaser from taking any further steps to pursue such Claim.

If any Party gives notice of a claim under the Warranties, that Party shall, and shall ensure that the Joint Venture shall (a) allow the other Party’s duly authorised representatives and professional advisers access for the purposes of the relevant claim or Third Party Claim to its premises and personnel and the premises and personnel of the Joint Venture, and to any of its relevant records and information or the relevant records and information of the Joint Venture, (other than records or other information which would be subject to legal privilege), and permit the other Party and those representatives and advisers to make copies (at their own cost) of those records and information; and (b) if so requested by the other Party, procure at the cost of that Party that the auditors of the Joint Venture at the relevant time(s) grant to the firm of accountants appointed by that Party access to their audit working papers in respect of audits of the Joint Venture accounts for any relevant financial year in connection with the relevant claim or Third Party Claim. Access under this Section 12.5 may be required only at reasonable times during normal business hours and on reasonable notice and will be subject to the Party seeking access to information giving such undertakings as to confidentiality as the other Party may reasonably require and, in the case of access to the auditors’ working papers, to the appointed accountants signing such letters holding the auditors harmless as the auditors may reasonably require.

The Seller will not be liable for any Claim and accordingly no Claim may be brought to the extent that: (a) the Purchaser or Joint Venture or any member of the Purchaser’s Group actually recovers any loss or damage under the terms of any insurance policy for the time being in force; (b) specific provision therefore was made in the Financial Statements; (c) the Claim arises wholly or partly out of or in connection with, or the amount of the Claim is increased by (i) any voluntary act, omission, transaction or

arrangement carried out by, at the request of or with the written approval of the Purchaser or the Purchaser’s Group before or at Completion; (ii) any voluntary act, omission, transaction or arrangement of the Purchaser or any member of the Purchaser’s Group or any of their respective officers, employees, agents or successors in title, or (to the extent under the exclusive control or direction of the Purchaser) the Joint Venture after Completion (iii) any breach by the Purchaser of any of its obligations under this Agreement or any other Operative Document; (iv) any passing of or change in any statutory or other binding or advisory legislative or regulatory provision or a change in the interpretation of law (whether or not as a result of case law) after the date of this Agreement (which has not been publicly announced at the date of this Agreement and which has retrospective effect); (v) any change in the rate of Taxation or any imposition of any Taxation or change in the practice of, or concession operated by, any Taxation Authority which is not in force at the date of this Agreement (which has not been publicly announced at the date of this Agreement and which has retrospective effect); (vi) the loss or liability suffered or incurred by the Purchaser to which the Claim relates is contingent, future or unascertainable and no Claim may be brought for such loss or liability until the Purchaser actually suffers the loss or incurs the liability in question. Sub-Sections (a), (b), (c)(iv) and (c)(v) of this Section 12.7 shall not apply to limit the Seller’s liability under Section 14(1)(c) or 9.10(b)(iii) or where liability arises by reference to any VAT payable in respect of the contribution of Transferred Assets pursuant to the Hive Down Agreement.

A breach of any of the Seller Warranties which is capable of remedy will not entitle the Purchaser to compensation unless and to the extent that such breach has not been remedied by the Seller within 30 Business Days after the date of service of the notice of the Claim.

The Purchaser shall reimburse the Seller forthwith an amount equal to any sum paid by the Seller in respect of any Claim which is subsequently recovered by or paid to the Purchaser or the Joint Venture by any third party in respect of the matter giving rise to the Claim (less any Expenses incurred in making such recovery).

Where the Purchaser or Joint Venture or any member of the Purchaser’s Group may be entitled (whether by reason of insurance, payment, discount, credit, relief or otherwise) to recover from a third party any sum for any damage or liability which is or could be the subject of a Claim (a “Third Party Recovery”), the Purchaser: (a) shall notify the Seller of the Third Party Recovery within 25 Business Days of the Purchaser or any member of the Purchaser’s Group becoming aware that it may be entitled to make the Third Party Recovery, and in any event prior to taking any material step to enforce, compromise, settle or waive any right in relation to that Third Party Recovery; (b) shall provide the Seller with such information as the Seller may reasonably require relating to the Third Party Recovery and shall keep the Seller reasonably informed of any material development in the conduct of the Third Party Recovery;(c) shall not (and shall procure that the Joint Venture (so far as the Purchaser is reasonably able to do so) and each member of the Purchaser’s Group do

not) compromise, settle or waive any right in relation to that Third Party Recovery without the written consent of the Seller; and (d) shall, following written acknowledgment by the Seller that it is liable for such Claim pursuant to the terms of this Agreement and subject to the Seller paying the Purchaser’s Expenses first take steps or procure that the relevant member of the Purchaser’s Group first takes steps (including the commencement and prosecution of proceedings) to enforce such Third Party Recovery as the Seller may reasonably require before taking any steps (other than the notification of the Claim under Section 12.3) to pursue the Claim against the Seller. Following written acknowledgment by the Seller that it is liable for such Claim pursuant to the terms of this Agreement and the Seller paying the Purchaser’s Expenses incurred for such procurement, the Purchaser shall, at the Seller’s request, use commercially reasonable endeavours to procure that the Seller is placed in a position to take over the conduct of all negotiations and proceedings arising in relation to the Third Party Recovery following which the Seller shall not be liable for any legal costs or other expense subsequently incurred by the Joint Venture, the Purchaser or any member of the Purchaser’s Group in connection with the conduct of the Recovery. Any Claim will be limited (in addition to the other limitations on the Seller’s liability referred to in this Article 12) to the amount by which the loss or damage suffered by the Purchaser as a result of such breach exceeds the amount (if any) so recovered by way of the Third Party Recovery and the Purchaser shall pay over to the Seller all amounts recovered up to the amount of the relevant Claim previously discharged by the Seller, if any. The Seller will not be liable to the Purchaser only to the extent that any Claim arises or is increased by the failure of the Purchaser to comply with its obligations under this Section 12.10.

If grounds for any Claim arise as a result of, or in connection with any claim by, or alleged liability to, a third party (“Third Party Claim”), the Purchaser: (a) shall notify the Seller of the Third Party Claim as soon as reasonably practicable and in any event: (i) within 25 Business Days of the Purchaser becoming aware of the Third Party Claim, and (ii) prior to taking any material step to defend the Third Party Claim or to compromise, settle or waive any right in relation to the Third Party Claim; (b) shall provide the Seller with such information as the Seller may reasonably require relating to the Third Party Claim and shall keep the Seller reasonably informed of any material development in the conduct of the Third Party Claim; (c) shall not (and shall procure that the Joint Venture, the Purchaser and each member of the Purchaser’s Group do not) compromise, settle or waive any right or admit any liability in relation to that Third Party Claim without the written consent of the Seller; and (d) shall, following written acknowledgment by the Seller that it is liable for such Claim pursuant to the terms of this Agreement and subject to the Seller paying the Purchaser’s Expenses promptly: (i) take, and procure that the Joint Venture, the Purchaser and each member of the Purchaser’s Group take, such action as the Seller may reasonably request to avoid, dispute, resist, appeal, defend or compromise the Third Party Claim; and (ii) use its reasonable endeavours to procure that the Seller is placed in a position to take over the conduct of all negotiations and proceedings arising in connection with the Third Party Claim following which the Seller shall not be liable for any legal costs or other expense subsequently incurred by the Joint Venture, the Purchaser or any member of the Purchaser’s Group in connection with the defence of the Third Party Claim. The Seller will not be liable to the Purchaser only to the extent that any Claim arises or is increased by the failure of the Purchaser to comply with its obligations under this Section 12.11.

Nothing in this Agreement will be deemed to relieve the Purchaser from its common law duty to mitigate its loss.

Neither the Purchaser nor any member of the Purchaser’s Group will be entitled to recover damages or any other amount in respect of any Claim or otherwise obtain reimbursement or restitution in respect of a matter, loss or liability to the extent the Purchaser or any member of the Purchaser’s Group has previously recovered in respect of the same matter, loss or liability pursuant to the provisions of any of the Operative Documents. Neither the Purchaser nor any member of the Purchaser’s Group will be entitled to recover damages or any other amount in respect of any Claim or otherwise obtain reimbursement or restitution in respect of a matter, loss or liability to the extent that (i) the Seller has made a contribution to the Joint Venture in accordance with Section 7.1; or failing that (ii) the Joint Venture has been indemnified for that matter loss or liability pursuant to the provision of Section 7.2; or (iii) the Joint Venture has previously recovered in each case in respect of the same matter, loss or liability pursuant to the provisions of any of the Operative Documents. The Joint Venture will not be entitled to any contribution by the Seller pursuant to Section 7.1 or any indemnification pursuant to the provisions of Section 7.2 to the extent that the Purchaser or any member of the Purchaser’s Group has recovered damages or any other amount in respect of any Claim or otherwise obtained reimbursement or restitution in respect of the same matter, loss or liability pursuant to the terms of any of the Operative Documents.

To the extent that the Joint Venture has the right to reimbursement or restitution in respect of a matter, loss or liability pursuant to the provisions of any of the Operative Documents (excluding the Purchase Agreement) including but not limited to clause 14 of the Hive Down Agreement the Purchaser shall (so far as it is able) procure that the Joint Venture shall seek to obtain reimbursement or restitution in respect of such matter, loss or liability pursuant to the provisions of the relevant Operative Documents (excluding the Purchase Agreement) before any Claim may be brought pursuant to the terms of this Agreement. For the avoidance of doubt, the operation of this Section 12.14 shall not result in the Joint Venture’s or the Purchaser’s right of recovery being limited by any limitations on liability or recovery contained in any Operative Documents if such amounts would have been recoverable from the Seller pursuant to the terms of this Agreement.

The Purchaser shall not make any claim against the Seller in respect of any warranty, representation, indemnity, covenant, undertaking or otherwise arising out of or in connection with the sale of the Controlling Interest except where it is expressly contained in this Agreement. The Purchaser confirms that it has not relied upon or been induced to enter into this Agreement by any warranty, representation, indemnity, covenant or undertaking given by any person which is not expressly contained in this Agreement.

Any payment made by the Seller to the Purchaser in respect of any Claim will, to the extent possible, take effect as a reduction in the Purchase Price.

The Seller hereby fully and absolutely waives, to the extent permitted by Laws, any and all rights and claims which it might otherwise have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any of the officers or employees of the Seller or the Joint Venture in enabling the Sellers to give the Seller Warranties or to prepare the Disclosure Schedules.

ARTICLE 13

POST-COMPLETION COVENANTS

On and after the Completion Date, each Party shall give such further assurances to the other Party and execute, acknowledge and deliver all such acknowledgements and other instruments and take such further actions as may be reasonably necessary or appropriate to effectuate the transactions contemplated by this Agreement and the other Operative Documents, including the transfer of the Controlling Interest to the Purchaser the transfer of the Merchant Acquiring Business to the Joint Venture, and the completion of the Restructuring.

After Completion, each of the Bank and the Purchaser shall use their respective commercially reasonable efforts (by providing relevant guidance, expertise, advice and support) to assist the Joint Venture:

provided always that, nothing in this clause shall oblige the Bank or the Purchaser to take or omit to take any action which it believes in its absolute discretion, to be materially prejudicial to the interests of its business or the interests of any member of the Bank VAT Group or the Purchaser’s VAT group.

ARTICLE 14

MISCELLANEOUS

All notices, demands and other communications hereunder shall be in writing, and shall be delivered in person, sent by post (return receipt requested), sent via commercial courier or sent via facsimile (provided that the sending Party has automatically generated confirmation that the entire facsimile was actually received by the receiving Party and the receiving party has provided voice confirmation of receipt) to the Parties at their respective addresses and facsimile numbers below:

HSBC Bank plc

8 Canada Square

London

E14 5HQ

Attention: Head of Commercial Cards

Facsimile:  +44 (0)20 7991 4660

Telephone: +44 (0)20 7992 1844

With a copy to:

William James

Addleshaw Goddard LLP

150 Aldersgate Street

London EC1A 4EJ

Facsimile:   +44 (0)20 7606 4390

Telephone: +44 (0)20 7880 5771

Global Payments U.K. LTD.

c/o Global Payments Inc.

10 Glenlake Parkway

North Tower

Atlanta, Georgia 30328

United States of America

Attention: General Counsel

Facsimile:   +1-770-829-8265

Telephone: +1-770-829-8250

With a copy to:

Mark Thompson

King & Spalding International LLP

25 Cannon Street

London EC4M 5SE

Facsimile: +44(0)20 7551 7575

Telephone +44(0)20 7551 7500

The persons, addresses or facsimile numbers to which mailings or deliveries shall be made may be changed from time to time by notice given pursuant to the provisions of this Section 14.2. Any notice, demand or other communication given pursuant to the provisions of this Section 14.2 shall be deemed to have been given on the date actually delivered.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement and all rights, privileges, duties and obligations of the Parties may not be assigned, transferred or otherwise disposed of, in whole or part, by either Party without the prior written Consent of the other Party, which Consent shall not be unreasonably withheld or delayed; provided, however, that no such Consent shall be required (i) for the assignment or delegation by any Party of any of its rights, privileges, duties and obligations hereunder to an Affiliate of such Party or (ii) for the assignment or

delegation by any Party of any of its rights, privileges, duties and obligations hereunder to any Person into or with which the assigning or delegating Party shall merge or consolidate or to which the assigning or delegating Party shall sell all or substantially all its assets. In the event of an assignment or delegation as contemplated by subsection (i) or (ii) above, the assigning or delegating Party shall provide the other Party with notice thereof as soon as reasonably practicable thereafter. Neither an assignment or delegation under this Section 14.4 nor the Consent of a Party to an assignment or delegation by the other Party under this Section 14.4 shall (i) directly or indirectly relieve that Party of any of its obligations under this Agreement or any of the other Operative Documents arising prior to such assignment or delegation; or (ii) constitute either of the other Parties’ Consent to further assignment or delegation. If, at any time following an assignment or delegation to an Affiliate under sub-Section (i), the assignee or delegate ceases to be an Affiliate of the assigning or delegating Party, the assigning or delegating Party shall procure that the assignee or delegate shall forthwith transfer back to the relevant Party the relevant right, privilege, duty or obligation. If there is an assignment or encumbrance by a Party as permitted by this Section 14.4, the amount of loss or damage recoverable by the assignee or encumbrancer will be calculated as if that Person had been originally named as a party to this Agreement.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Law, but if any provision of this Agreement is held to be prohibited by or invalid under Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. In such an event, the Parties shall use good faith endeavours to re-negotiate any such provision in an effort to retain the spirit and intent of the original provision.

This Agreement may be executed by the Parties in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

The making, execution and delivery of this Agreement, by the Parties, and the Disclosure Schedules agreed to by the Parties as of the date hereof, have been induced by no representations, statements, warranties or agreements other than those herein expressed or expressed in the other Operative Documents. This Agreement, the Operative Documents, the Disclosure Schedules and any Exhibits and Schedules hereto and the other written instruments specifically referred to herein or therein embody the entire understanding of the Parties in respect of the subject matter hereof and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the Parties with respect to the subject matter hereof whether such shall be written or oral.

The Parties acknowledge and agree that the provisions of Sections 11.2, 11.3, 11.4, 12 and 14 (and any other provisions which by their nature are expected to survive the expiration or termination of this Agreement) shall survive the expiration or termination of this Agreement.

Each Party shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver or cause to be executed and delivered all such other agreements, certificates, instruments, and documents as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement.

Signed, by the Parties or their duly authorized representatives on the day and year first above written.