<PAGE>

                        ALLIANCE DATA SYSTEMS CORPORATION
                      LOYALTY MANAGEMENT GROUP CANADA INC.

            SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         This Second Amendment to Amended and Restated Credit Agreement (herein,
the "AMENDMENT") is entered into as of September 29, 2000, between Alliance Data
Systems Corporation, a Delaware corporation (the "US BORROWER"), Loyalty
Management Group Canada Inc., an Ontario corporation (the "CANADIAN BORROWER";
the US Borrower and the Canadian Borrower being referred to herein individually
as "BORROWER" and collectively as the "BORROWERS"), Banks party to the Credit
Agreement (as such term is defined below), Morgan Guaranty Trust Company of New
York, as a Bank and in its capacity as outgoing Administrative Agent, Pledgee
and Collateral Agent (in such capacity, the "DEPARTING AGENT") and Harris Trust
and Savings Bank, as a Bank and in its capacity as the new Administrative Agent,
Pledgee and Collateral Agent under the Credit Agreement (the "NEW AGENT" or the
"ADMINISTRATIVE AGENT").

                             PRELIMINARY STATEMENTS

         A. The Borrowers, the Departing Agent and the Banks entered into a
certain Amended and Restated Credit Agreement, dated as of July 24, 1998 and
amended and restated as of October 22, 1998 (as amended, restated, modified and
supplemented from time to time, the "CREDIT AGREEMENT"). All capitalized terms
used herein without definition shall have the same meanings herein as such terms
have in the Credit Agreement.

         B. The Borrowers have requested that (i) the Departing Agent be
substituted with the New Agent as Administrative Agent, Swing Lender, Pledgee
and Collateral Agent under the relevant Credit Documents and (ii) the Banks
amend certain covenants and make certain other amendments to the Credit
Agreement, and the New Agent, the Departing Agent and the Banks party hereto are
willing to do so under the terms and conditions set forth in this Amendment.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

SECTION 1.  RESIGNATION OF MORGAN GUARANTY TRUST COMPANY OF NEW YORK AS
            ADMINISTRATIVE AGENT, PLEDGEE AND COLLATERAL AGENT AND
            REPLACEMENT BY HARRIS TRUST AND SAVINGS BANK.

         Upon satisfaction of the conditions precedent set forth in Section 4
hereof, the Departing Agent shall cease to be the Administrative Agent under the
Credit Agreement and the other relevant Credit Documents, shall cease to be the
Pledgee under the Pledge Agreements and shall cease to be the Collateral Agent
under the other Security Documents and Credit Documents and, except as set forth
below, the Departing Agent shall have no further obligations as Administrative
Agent, Pledgee and Collateral Agent thereunder. In replacement of the Departing
Agent, the New Agent shall assume the role of the Administrative Agent under the
Credit Agreement and the other relevant Credit Documents, the Pledgee under the
Pledge Agreements and Collateral Agent under the other Security Documents and
Credit Documents and shall have all the rights and, from and after the date this
Amendment becomes effective, obligations as



<PAGE>

Administrative Agent, Pledgee and Collateral Agent previously held by the
Departing Agent thereunder, PROVIDED that it is expressly acknowledged and
agreed that (x) the New Agent shall not be liable for any acts or omissions
of the Departing Agent and (y) the provisions of Article 8 of the Credit
Agreement (including without limitation the indemnity provisions of Sections
8.5 and 8.6 of the Credit Agreement) shall inure to the benefit of (1) the
Departing Agent as to any actions taken or omitted to be taken by it while it
was Administrative Agent, Pledgee and Collateral Agent under the relevant
Credit Documents including without limitation all actions taken or to be
taken in furtherance of the transfer of agency to the New Agent, regardless
of whether such action is taken before or after the effectiveness thereof and
(2) the New Agent who shall be entitled to all of the rights of, and vested
with the same powers as, the Departing Agent (including without limitation
all the powers of the Administrative Agent, Pledgee and Collateral Agent)
under the Credit Documents prior to the date hereof. The parties hereto (i)
consent to the resignation of the Departing Agent as Administrative Agent
under the Credit Agreement and the other relevant Credit Documents, the
Pledgee under the Pledge Agreements and the Collateral Agent under the other
Security Documents and Credit Documents, (ii) consent to the New Agent as the
successor Administrative Agent under the Credit Agreement and the other
relevant Credit Documents, the successor Pledgee under the Pledge Agreements
and the successor Collateral Agent under the other Security Documents and
Credit Documents and (iii) agree that all references in the Credit Agreement,
each other Credit Document and any other instrument or document related or
supplementary thereto to the Administrative Agent, Pledgee or the Collateral
Agent shall, upon the effectiveness hereof, be deemed references to the New
Agent. Furthermore and without limiting the generality of the foregoing, by
its execution hereto, the Departing Agent hereby assigns the security
interests and liens previously granted to it pursuant to the Security
Documents and its duties thereunder to the New Agent, as agent for the Banks,
including Morgan Guaranty Trust Company of New York in its capacity as a Bank.

SECTION 2.  REDUCTION OF TERM LOANS AND REVOLVING LOAN COMMITMENT.

         Upon the application of the proceeds of the Eligible IPO to the
repayment in full of the US Term Loans required under Sections 2.11(A)(g) and
2.11(B)(c) of the Credit Agreement (as modified hereby), the amount of each
Bank's outstanding US Term Loans shall be reduced to zero.

SECTION 3.  AMENDMENTS.

         Upon the satisfaction of the conditions precedent set forth in
Section 5 hereof, the Credit Agreement shall be and hereby is amended as
follows:

         3.1   All references in Section 1.1 and Section 8 of the Credit
Agreement to "Morgan Guaranty Trust Company of New York" shall be deleted and
"Harris Trust and Savings Bank" shall be substituted in lieu thereof.

         3.2   The definitions of "Domestic Business Day" and "Prime Rate"
appearing in Section 1.1 of the Credit Agreement shall be amended by
inserting "and Chicago, Illinois" immediately after the references to "New
York City" appearing therein.


                                       2

<PAGE>

         3.3   The definition of "Obligations" appearing in Section 1.1 of
the Credit Agreement shall be amended and restated in its entirety to read as
follows:

                        "Obligations" means all (i) amounts owing to the
               Administrative Agent, the Collateral Agent or any Bank
               pursuant to the terms of this Agreement or any other Credit
               Document and (ii) Derivatives Obligations of each "Assignor"
               (as such term is defined in the Security Agreement) from time
               to time owed to a Bank or an Affiliate of a Bank.

         3.4   All references in the Credit Agreement to "New York City time"
and "New York time" shall be deleted and "Chicago, Illinois time" shall be
substituted in lieu thereof.

         3.5   Section 1.1 of the Credit Agreement shall be amended by adding
the following new definitions thereto:

               "Eligible IPO" means any public or private offering of certain
               capital stock of the US Borrower to be consummated by no later
               than June 30, 2001 and to result in gross cash proceeds raised
               by the US Borrower of not less than $250,000,000.

               "Senior Secured Leverage Ratio" of any Person means, at any
               time, the ratio of (x) all amounts owing by such person to the
               Administrative Agent, the Collateral Agent or any Bank
               pursuant to the terms of this Agreement or any other Credit
               Document to (y) Consolidated EBITDA of such person for the
               four fiscal quarters then most recently ended.

         3.6   Section 2.3(b) and Section 2.12 of the Credit Agreement shall
each be amended by deleting the references to "funds immediately available in
New York City" appearing therein and inserting "funds immediately available
in Chicago, Illinois" in lieu thereof.

         3.7   The first sentence of Section 2.11(B)(c) of the Credit
Agreement shall be amended by (i) adding "(1)" immediately before the
reference to "in no event" appearing therein, (ii) adding ", except as set
forth in the immediately succeeding subparagraph (2)," immediately after the
reference to "in no event" appearing therein and (iii) adding "and (2) all
proceeds of the Eligible IPO shall be applied (i) first to the aggregate
outstanding principal amount of the Subordinated Note and the WCAS
Subordinated Note until such Notes are paid in full and (ii) thereafter to
repay the aggregate outstanding principal amount of the US Term Loans until
such Loans are repaid in full" immediately before the period at the end
thereof.

         3.8   Section 6.10 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:

               "Section 6.10. END OF FISCAL YEARS AND FISCAL QUARTERS. The US
               Borrower shall cause its fiscal year, and shall cause each of
               its Subsidiaries' fiscal years, to end on December 31 and
               shall cause


                                       3

<PAGE>

               its and each of its Subsidiaries' fiscal quarters to coincide
               with calendar quarters."

         3.9   Sections 6.11, 6.12 and 6.13 of the Credit Agreement shall
each be amended and restated in their entirety to read as follows:

               "Section 6.11. MINIMUM CONSOLIDATED EBITDA. The US Borrower
               will not permit its Consolidated EBITDA for any period of four
               consecutive fiscal quarters of the US Borrower, as determined
               for such four-quarter period ending on the last day of any
               fiscal quarter below, to be less than the respective amount
               set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
               Fiscal Quarter Ended                       Minimum Consolidated EBITDA
               --------------------                       ---------------------------
               <S>                                        <C>

               June 30, 2000                               $90,000,000
               September 30, 2000                          $105,000,000
               December 31, 2000                           $105,000,000
               March 31, 2001                              $115,000,000
               June 30, 2001                               $115,000,000
               Each fiscal quarter, thereafter             $125,000,000

</TABLE>

               Section 6.12.  LEVERAGE RATIOS. (a) LEVERAGE RATIO. The US
               Borrower shall not permit its Leverage Ratio at any time
               during any fiscal quarter of the US Borrower to exceed
               4.0:1.0.

               (b) SENIOR SECURED LEVERAGE RATIO. The US Borrower shall not
               permit its Senior Secured Leverage Ratio at any time to exceed
               the ratio set forth below opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                                                          Maximum Senior Secured
               Fiscal Quarter Ended                            Leverage Ratio
               --------------------                            --------------
               <S>                                        <C>

               December 31, 2000                                     3.00:1.0
               March 31, 2001                                        3.00:1.0
               June 30, 2001                                         2.00:1.0
               September 30, 2001                                    2.00:1.0
               December 31, 2001                                     1.75:1.0
               March 31, 2002                                        1.75:1.0
               June 30, 2002                                         1.75:1.0
               Each fiscal quarter, thereafter                       1.50:1.0

</TABLE>

               Section 6.13.  ADJUSTED CONSOLIDATED NET WORTH. Prior to the
               Increase Date, the US Borrower will not permit its Adjusted
               Consolidated Net Worth at any time to be less than the sum of
               (i) $250,000,000, plus (ii) an amount equal to 50% of the
               amount by which the US Borrower's quarterly Consolidated Net
               Income (determined at the end of each fiscal quarter,
               commencing with the


                                       4

<PAGE>

               fiscal quarter ending on or about September 30, 1998) exceeds
               zero, plus (iii) 100% of any proceeds from equity issuances of
               capital stock of the US Borrower (other than in connection
               with exercises of stock options of the officers, directors and
               employees of the US Borrower in the ordinary course of
               business). On and after the Increase Date, the US Borrower
               will not permit its Adjusted Consolidated Net Worth to be less
               than the sum of (i) $600,000,000, plus (ii) an amount equal to
               50% of the amount by which the US Borrower's quarterly
               Consolidated Net Income (determined at the end of each fiscal
               quarter, commencing with the second fiscal quarter ending
               after the Increase Date) exceeds zero, plus (iii) 100% of any
               proceeds from equity issuances of capital stock of the US
               Borrower (other than (A) the Eligible IPO and (B) in
               connection with exercises of stock options of the officers,
               directors and employees of the US Borrower in the ordinary
               course of business). As used in this Section 6.13, the term
               "INCREASE DATE" shall mean the earlier of (x) June 30, 2001
               and (y) the date of the Eligible IPO."

         3.10  Section 6.17 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:

               "Section 6.17. INTEREST COVERAGE RATIO. The US Borrower will
               not permit its Interest Coverage Ratio for any period of four
               consecutive fiscal quarters, as determined for such
               four-quarter period ending on the last day of any fiscal
               quarter, to be less than 3.0:1.0.

         3.11  Section 11.1 of the Credit Agreement shall be amended by (i)
deleting the reference to "or the Administrative Agent" appearing therein and
(ii) deleting the reference to "the signature pages hereof" appearing therein
and inserting "the signature pages hereof and, in the case of the
Administrative Agent, at 111 West Monroe Street, Chicago, Illinois 60603,
Attention: Thad Rasche, Telephone: (312) 461-5739, Facsimile: (312) 461-5225."

         3.12  The pricing grid set forth on page 3 of Appendix 1 of the Credit
Agreement shall be amended and restated in its entirety to read as set forth
below:

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
            STATUS                        LEVEL I                     LEVEL II                     LEVEL III
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
Leverage Ratio                  less than 3.00               greater than or equal to     greater than or equal to
                                                             3.00 less than 3.50          3.50 less than 4.00
------------------------------- ---------------------------- ---------------------------- ----------------------------
Euro-Dollar  Margin for B Term  3.25%                        3.25%                        3.25%
Loans
------------------------------- ---------------------------- ---------------------------- ----------------------------
Euro-Dollar   Margin  for  All  1.50%                        1.75%                        2.00%
Other Loans
------------------------------- ---------------------------- ---------------------------- ----------------------------
Base  Rate  Margin  for B Term  2.25%                        2.25%                        2.25%
Loans
------------------------------- ---------------------------- ---------------------------- ----------------------------
Base  Rate   Margin   for  all  0.50%                        0.75%                        1.00%
Other Loans
------------------------------- ---------------------------- ---------------------------- ----------------------------


                                       5

<PAGE>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Swing Margin                    .625%                        .875%                        1.125%
------------------------------- ---------------------------- ---------------------------- ----------------------------
Applicable    Commitment   Fee  .30%                         .375%                        .45%
Percentage
------------------------------- ---------------------------- ---------------------------- ----------------------------

</TABLE>

         3.13  Exhibits A-1, A-2, A-3, A-4 and A-5 and Schedule II of the
Credit Agreement shall each be amended and restated in their entirety to read
as set forth on Annexes I, II, III, IV, V and VI respectively to this
Amendment.

SECTION 4.  CONDITIONS PRECEDENT.

         The effectiveness of this Amendment shall be subject to the
satisfaction of the following conditions precedent:

            (a)    The Borrowers, the Guarantors, the Departing Agent, the
         New Agent and the Required Banks shall have executed and delivered this
         Amendment. With respect to the amendment set forth in Sections 2 and
         3.7 hereof, the Majority Banks of each of the Tranches comprising the
         US Term Loans, A Term Loans and B Term Loans shall also have executed
         and delivered this Amendment.

            (b)    The New Agent shall have received for delivery to the
         applicable Banks new Notes in the forms of Annexes II, III, IV and V to
         this Amendment payable to the order of each applicable Bank, such new
         Notes to constitute "NOTES" for all purposes of the Credit Agreement
         upon the New Agent's receipt of the same for each Bank.

            (c)    The US Borrower shall have paid, in accordance with the
         terms of a Fee Letter by the US Borrower to the Banks dated as of
         September 22, 2000, to the New Agent (for the account of each Bank
         which joins in this Amendment by the time and date contemplated in such
         Fee Letter) an amendment fee in an amount equal to 0.15% of the sum of
         such Bank's outstanding Term Loans plus such Bank's Revolving Loan
         Commitment, in each case before giving effect to this Amendment.

            (d)    The New Agent shall have received an amendment or
         assignment to each Credit Document (including without limitation the
         Security Documents and all financing statements and other collateral
         filings in connection therewith) requested by the New Agent and
         reflecting, INTER ALIA, the changes in the Administrative Agent,
         Pledgee and the Collateral Agent contemplated hereby, each to be
         satisfactory to the New Agent as to form and substance.

            (e)    The New Agent shall be in receipt of one or more
         certificates of insurance (naming the New Agent, as Collateral Agent,
         loss payee and additional insured) to the extent such insurance is
         required under the terms of a Credit Document.

            (f)    The US Borrower shall have delivered to the New Agent a
         certificate of good standing or foreign equivalent, as appropriate, for
         each Borrower from the jurisdiction of its incorporation dated no
         earlier than September 15, 2000.


                                       6

<PAGE>

            (g)    All legal matters incident to the execution and delivery
         of this Amendment and the instruments and documents contemplated hereby
         shall be satisfactory to the Banks and their counsel; and the New Agent
         shall have received (with a signed copy for each Bank): (1) the signed
         Certificate of the Secretary or an Assistant Secretary of each Credit
         Party, dated the date hereof, certifying (A) a true and correct copy of
         resolutions adopted by the Board of Directors of each Credit Party
         authorizing or ratifying the transactions and instruments contemplated
         hereby and (B) the incumbency and specimen signatures of officers of
         each Credit Party executing the documents referred to in Section 4
         hereof and any other documents delivered to the New Agent in connection
         with this Amendment and (2) an opinion of counsel to the Borrowers, in
         form and substance satisfactory to the New Agent and its counsel,
         covering the transactions contemplated hereby.

            (h)    The New Agent shall have received copies executed or
         certified (as may be appropriate) of all legal documents or proceedings
         taken in connection with the execution and delivery of the Credit
         Documents and this Amendment and the other instruments and documents
         contemplated thereby.

SECTION 5.  REPRESENTATIONS.

         In order to induce the Banks to execute and deliver this Amendment,
each Borrower hereby represents to each Bank that as of the date hereof, after
giving effect to this Amendment, the representations and warranties set forth in
Section 5 of the Credit Agreement are and shall be and remain true and correct
(except that the representations contained in Section 5.4 shall be deemed to
refer to the most recent financial statements of each Borrower delivered to the
Administrative Agent) and, after giving effect to this Amendment, (i) each
Borrower is in full compliance with all of the terms and conditions of the
Credit Agreement and (ii) no Default or Event of Default has occurred and is
continuing under the Credit Agreement.

SECTION 6.  MISCELLANEOUS.

            (a)    Each Borrower and Guarantor has heretofore executed and
         delivered to the Administrative Agent and the Banks certain Security
         Documents and the other Credit Documents and each Borrower and
         Guarantor hereby acknowledges and agrees that, notwithstanding the
         execution and delivery of this Amendment, the Security Documents and
         the other Credit Documents remain in full force and effect and the
         rights and remedies of the Administrative Agent, the Pledgee and the
         Collateral Agent and the Banks thereunder, the obligations of each
         Borrower and Guarantor thereunder and the liens and security interests
         created and provided for thereunder remain in full force and effect and
         shall not be affected, impaired or discharged hereby. Nothing herein
         contained shall in any manner affect or impair the priority of the
         liens and security interests created and provided for by the Security
         Documents and the other Credit Documents as to the indebtedness which
         would be secured thereby prior to giving effect to this Amendment.

            (b)    Except as specifically amended herein or waived hereby,
         the Credit Agreement shall continue in full force and effect in
         accordance with its original terms. Reference to this specific
         Amendment need not be made in the Credit Agreement, the


                                       7

<PAGE>

         Notes, or any other instrument or document executed in connection
         therewith, or in any certificate, letter or communication issued or
         made pursuant to or with respect to the Credit Agreement, any
         reference in any of such items to the Credit Agreement being
         sufficient to refer to the Credit Agreement as amended hereby.

            (c)    Each Bank agrees to return to the Borrowers, promptly
         after the effectiveness hereof, the existing Notes heretofore issued to
         each Bank (or such lost note affidavits as may reasonably be
         satisfactory to the Borrowers).

            (d)    The Borrowers agree to pay on demand all reasonable costs
         and expenses of or incurred by the Departing Agent and the New Agent in
         connection with the negotiation, preparation, execution and delivery of
         this Amendment.

            (e)    By signing below, each Bank hereby (i) appoints and
         authorizes Harris Trust and Savings Bank to take such action as
         Administrative Agent, Pledgee and Collateral Agent on its behalf and to
         exercise such powers under the Credit Agreement and the other Credit
         Documents as are delegated to the Administrative Agent, Pledgee and the
         Collateral Agent by the terms thereof, together with such powers as are
         reasonably incidental thereto and (ii) consents to the taking of all
         actions reasonably deemed necessary or desirable by the Departing Agent
         and the New Agent to effect the foregoing.

            (f)    This Amendment may be executed in any number of
         counterparts, and by the different parties on different counterpart
         signature pages, all of which taken together shall constitute one and
         the same agreement. Any of the parties hereto may execute this
         Amendment by signing any such counterpart and each of such counterparts
         shall for all purposes be deemed to be an original. This Amendment
         shall be governed by the laws of the State of New York.

                          [SIGNATURE PAGES TO FOLLOW]











                                       8

<PAGE>

Dated as of September 29, 2000.

                            ALLIANCE DATA SYSTEMS CORPORATION


                            By:     /s/ Robert P. Armiak
                                ------------------------------------------------
                            Name:   Robert P. Armiak, CCM
                                 -----------------------------------------------
                            Title:  Vice President, Treasurer
                                  ----------------------------------------------


                            LOYALTY MANAGEMENT GROUP CANADA, INC.


                            By:     /s/ Carolyn S. Melvin
                               -------------------------------------------------
                            Name:   Carolyn S. Melvin
                                 -----------------------------------------------
                            Title:  Secretary
                                  ----------------------------------------------



Accepted and agreed to as of the date and year last above written.

                            HARRIS TRUST AND SAVINGS BANK, in its individual
                            capacity as a Bank, as the New Agent and as the
                            Administrative Agent


                            By:     /s/ Thad D. Rasche
                               -------------------------------------------------
                            Name:   Thad D. Rasche
                                 -----------------------------------------------
                            Title:  Vice President
                                  ----------------------------------------------






                                       9

<PAGE>

         Acknowledged and agreed to as of the date last above written. Upon the
execution and delivery of this Amendment by each of the parties hereto and
satisfaction of the conditions set forth in Section 5 above, the Departing Agent
further agrees to: (i) deliver to the New Agent the Collateral in the Departing
Agent's possession, to be thereafter held by the New Agent as collateral
security for the Obligations, and such executed original counterparts of the
Credit Agreement, the Security Documents and each other Credit Document and all
amendments, modifications and waivers entered into or otherwise delivered in
connection therewith, together with copies of all resolutions, good standing
certificates, organizational documents, regulatory approvals and opinion letters
delivered in connection therewith as may be in the possession of the Departing
Agent, (ii) deliver to the New Agent original file stamped copies of all UCC
financing statements (and their comparable equivalents for purposes of the
Canadian Security Documents) in the Departing Agent's possession that were filed
in connection with the Security Documents, together with all amendments,
assignments and continuations thereof, (iii) execute and deliver to the New
Agent UCC-3 assignment filings prepared by the New Agent, the Borrowers or their
respective counsels (and their comparable equivalents for purposes of the
Canadian Security Documents) assigning to the New Agent all rights, title and
interest in each financing statement running in favor of the Departing Agent
that were filed in connection with the Security Documents and (iv) execute and
deliver, at the expense of the US Borrower, such other instruments and documents
prepared by the New Agent, the Borrowers or their respective counsels, including
additional instruments of assignment and/or transfer, as the Borrowers or the
New Agent may reasonably request to more fully vest in the New Agent the rights
of the Departing Agent with respect to the Obligations and the Collateral.

                                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                    in its capacity as the Departing Agent


                                    By:      /s/ Colleen B. Galle
                                       -----------------------------------------
                                    Name:    Colleen B. Galle
                                         ---------------------------------------
                                    Title:   Vice President
                                          --------------------------------------









                                       10

<PAGE>

                                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                  By:      /s/ Colleen B. Galle
                                     -------------------------------------------
                                  Name:    Colleen B. Galle
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  FIRST UNION NATIONAL BANK


                                  By:      /s/ Susan Schwartz
                                     -------------------------------------------
                                  Name:    Susan Schwartz
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  BANK ONE, NA


                                  By:      /s/ Scott Miller
                                     -------------------------------------------
                                  Name:    Scott Miller
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  UNION BANK OF CALIFORNIA, N.A.


                                  By:      /s/ Robert C. Nagel
                                     -------------------------------------------
                                  Name:    Robert C. Nagel
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  ARCHIMEDES FUNDING II, LTD.
                                  By:      ING Capital Advisors, Inc.,
                                           as Collateral Manager


                                  By:      /s/ Richard Barger
                                     -------------------------------------------
                                  Name:    Richard Barger
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------

                                  KZH ING-2 LLC


                                  By:      /s/ Kimberly Rowe
                                     -------------------------------------------
                                  Name:    Kimberly Rowe
                                       -----------------------------------------
                                  Title:   Authorized Agent
                                        ----------------------------------------


                                       11

<PAGE>

                                  KZH ING-3 LLC


                                  By:      /s/ Kimberly Rowe
                                     -------------------------------------------
                                  Name:    Kimberly Rowe
                                       -----------------------------------------
                                  Title:   Authorized Agent
                                        ----------------------------------------


                                  PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD.
                                  By:      Pilgrim Investments, Inc.,
                                           as its Investment Manager


                                  By:      /s/ Michel Prince
                                     -------------------------------------------
                                  Name:    Michel Prince
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  PILGRIM PRIME RATE TRUST
                                  By:      Pilgrim Investments, Inc.,
                                           as its Investment Manager


                                  By:      /s/ Michel Prince
                                     -------------------------------------------
                                  Name:    Michel Prince
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  THE HUNTINGTON NATIONAL BANK


                                  By:      /s/ Nancy J. Cracolice
                                     -------------------------------------------
                                  Name:    Nancy J. Cracolice
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  CHASE MANHATTAN BANK (formerly known as
                                      Chase Bank of Texas, NA)


                                  By:      /s/ Michael J. Lister
                                     -------------------------------------------
                                  Name:    Michael J. Lister, Vice President
                                       -----------------------------------------
                                  Title:   The Chase Manhattan Bank
                                        ----------------------------------------


                                       12

<PAGE>

                                  BARCLAYS BANK PLC


                                  By:      /s/ Richard Herder
                                     -------------------------------------------
                                  Name:    Richard Herder
                                       -----------------------------------------
                                  Title:   Director
                                        ----------------------------------------


                                  SUNTRUST BANK (formerly known as SunTrust
                                  Bank, Central Florida, N.A.)


                                  By:      /s/ Stephen L Leister
                                     -------------------------------------------
                                  Name:    Stephen L. Leister
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  ARCHIMEDES FUNDING III, LTD.
                                  By:      ING Capital Advisors, LLC,
                                           as Collateral Manager


                                  By:      /s/ Richard Barger
                                     -------------------------------------------
                                  Name:    Richard Barger
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  VAN KAMPEN PRIME RATE INCOME TRUST
                                  By:      Van Kampen Investment Advisory Corp.


                                  By:      /s/ Darvin D. Pierce
                                     -------------------------------------------
                                  Name:    Darvin D. Pierce
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------


                                  SEQUILS-ING I (HBDGM), LTD.


                                  By:      /s/ Richard Barger
                                     -------------------------------------------
                                  Name:    Richard Barger
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------




                                       13

<PAGE>

                                  PILGRIM CLO 1999-1 LTD.
                                  By:      Pilgrim Investments, Inc.,
                                           as its Investment Manager


                                  By:      /s/ Michel Prince
                                     -------------------------------------------
                                  Name:    Michel Prince, CFA
                                       -----------------------------------------
                                  Title:   Vice President
                                        ----------------------------------------















                                       14

<PAGE>

                               GUARANTORS' CONSENT

         By their execution of the Credit Agreement, the undersigned have
heretofore guaranteed certain Guaranteed Obligations under Article 10 of the
Credit Agreement. Each of the undersigned hereby consents to the Amendment to
the Credit Agreement as set forth above and confirms that all of each of the
undersigned's obligations as a Guarantor remain in full force and effect. The
undersigned further agree that the consent of the undersigned to any further
amendments to the Credit Agreement shall not be required as a result of this
consent having been obtained.

                           ADS ALLIANCE DATA SYSTEMS, INC.


                           By       /s/ Robert P. Armiak
                             -------------------------------------------------
                             Name          Robert P. Armiak, CCM
                                 ---------------------------------------------
                             Title         Vice President, Treasurer
                                  --------------------------------------------


                           ADS COMMERCIAL SERVICES, INC.


                           By       /s/ Robert P. Armiak
                             -------------------------------------------------
                             Name          Robert P. Armiak, CCM
                                 ---------------------------------------------
                             Title         Vice President, Treasurer
                                  --------------------------------------------


                           HARMONIC TECHNOLOGY LICENSING, INC.


                           By       /s/ Robert P. Armiak
                             -------------------------------------------------
                             Name          Robert P. Armiak, CCM
                                 ---------------------------------------------
                             Title         Vice President, Treasurer
                                  --------------------------------------------










                                       15

<PAGE>

                                     ANNEX I
                                   EXHIBIT A-1

                                  US TERM NOTE

                                                               Chicago, Illinois

                                                             ---------- --, ----

         For value received, Alliance Data Systems Corporation, a Delaware
corporation (the "BORROWER"), promises to pay to the order of Harris Trust and
Savings Bank (the "ADMINISTRATIVE AGENT"), for the account of the [Name of Bank]
(the "Bank"), the unpaid principal amount of each US Term Loan made by the Bank
to the Borrower pursuant to the Credit Agreement referred to below on the
maturity date provided for in the Credit Agreement. The Borrower promises to pay
interest on the unpaid principal amount of each such US Term Loan on the dates
and at the rate or rates provided for in the Credit Agreement. All such payments
of principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Harris Trust and
Savings Bank, 111 West Monroe Street, Chicago, Illinois 60603.

         All US Term Loans made by the Bank, the respective types thereof and
all repayments of the principal thereof shall be recorded by the Bank and, if
the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such US Term Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED, that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

         This note is one of the US Term Notes referred to in the Credit
Agreement dated as of July 24, 1998 among Alliance Data Systems Corporation,
Loyalty Management Group Canada Inc. (f/k/a 1302598 Ontario Inc.), the Banks
parties thereto and Harris Trust and Savings Bank, as Administrative Agent (as
the same may be amended, restated or supplemented from time to time, the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
pre-payment hereof and the acceleration of the maturity hereof.

                                  ALLIANCE DATA SYSTEMS CORPORATION


                                  By
                                    --------------------------------------------
                                    Name
                                        ----------------------------------------
                                    Title
                                         ---------------------------------------




<PAGE>

<TABLE>
<CAPTION>

                                 LOANS AND PAYMENTS OF PRINCIPAL

----------------------------------------------------------------------------------------------------------------------
          Date                   Amount                   Type                 Amount of
                                   of                      of                  Principal              Notation
                                  Loan                    Loan                  Repaid                 Made By
<S>                       <C>                    <C>                     <C>                    <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

</TABLE>



















                                       2

<PAGE>

                                    ANNEX II
                                   EXHIBIT A-2

                                   A TERM NOTE

                                                               Chicago, Illinois

                                                              --------- --, ----

         For value received, Loyalty Management Group Canada Inc. (f/k/a 1302598
Ontario Inc.), an Ontario corporation (the "BORROWER"), promises to pay to the
order of Harris Trust and Savings Bank (the "ADMINISTRATIVE AGENT"), for the
account of the [Name of Bank] (the "BANK"), the unpaid principal amount of each
A Term Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the maturity date provided for in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of each such A
Term Loan on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately available funds at
the office of Harris Trust and Savings Bank, 111 West Monroe Street, Chicago,
Illinois 60603.

         All A Term Loans made by the Bank, the respective types thereof and all
repayments of the principal thereof shall be recorded by the Bank and, if the
Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such A Term Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED, that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

         This note is one of the A Term Notes referred to in the Credit
Agreement dated as of July 24, 1998 among Alliance Data Systems Corporation,
Loyalty Management Group Canada Inc. (f/k/a 1302598 Ontario Inc.), the Banks
parties thereto and Harris Trust and Savings Bank, as Administrative Agent (as
the same may be amended, restated or supplemented from time to time, the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

                        LOYALTY MANAGEMENT GROUP CANADA INC.


                        By
                          ------------------------------------------------------
                          Name
                              --------------------------------------------------
                          Title
                               -------------------------------------------------




<PAGE>

<TABLE>
<CAPTION>

                         LOANS AND PAYMENTS OF PRINCIPAL

----------------------------------------------------------------------------------------------------------------------
          Date                   Amount                   Type                 Amount of
                                   of                      of                  Principal              Notation
                                  Loan                    Loan                  Repaid                 Made By
<S>                       <C>                    <C>                     <C>                    <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

</TABLE>



















                                       2

<PAGE>

                                    ANNEX III
                                   EXHIBIT A-3

                                   B TERM NOTE

                                                               Chicago, Illinois

                                                             ---------- --, ----

         For value received, Loyalty Management Group Canada Inc. (f/k/a 1302598
Ontario Inc.), an Ontario corporation (the "BORROWER"), promises to pay to the
order of Harris Trust and Savings Bank (the "ADMINISTRATIVE AGENT"), for the
account of the [Name of Bank] (the "BANK"), the unpaid principal amount of each
B Term Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the maturity date provided for in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of each such B
Term Loan on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately available funds at
the office of Harris Trust and Savings Bank, 111 West Monroe Street, Chicago,
Illinois 60603.

         All B Term Loans made by the Bank, the respective types thereof and all
repayments of the principal thereof shall be recorded by the Bank and, if the
Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such B Term Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED, that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

         This note is one of the B Term Notes referred to in the Credit
Agreement dated as of July 24, 1998 among Alliance Data Systems Corporation,
Loyalty Management Group Canada Inc. (f/k/a 1302598 Ontario Inc.), the Banks
parties thereto and Harris Trust and Savings Bank, as Administrative Agent (as
the same may be amended, restated or supplemented from time to time, the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
pre-payment hereof and the acceleration of the maturity hereof.

                                  LOYALTY MANAGEMENT GROUP CANADA INC.


                                  By
                                    --------------------------------------------
                                    Name
                                        ----------------------------------------
                                    Title
                                         ---------------------------------------




<PAGE>

<TABLE>
<CAPTION>

                         LOANS AND PAYMENTS OF PRINCIPAL

----------------------------------------------------------------------------------------------------------------------
          Date                   Amount                   Type                 Amount of
                                   of                      of                  Principal              Notation
                                  Loan                    Loan                  Repaid                 Made By
<S>                       <C>                    <C>                     <C>                    <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

</TABLE>





















                                       2

<PAGE>

                                    ANNEX IV
                                   EXHIBIT A-4

                                 REVOLVING NOTE

                                                               Chicago, Illinois

                                                             ---------- --, ----

         For value received, Alliance Data Systems Corporation, a Delaware
corporation (the "BORROWER"), promises to pay to the order of Harris Trust and
Savings Bank (the "ADMINISTRATIVE AGENT"), for the account of the [Name of Bank]
(the "BANK"), the unpaid principal amount of each Revolving Loan made by the
Bank to the Borrower pursuant to the Credit Agreement referred to below on the
maturity date provided for in the Credit Agreement. The Borrower promises to pay
interest on the unpaid principal amount of each such Revolving Loan on the dates
and at the rate or rates provided for in the Credit Agreement. All such payments
of principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Harris Trust and
Savings Bank, 111 West Monroe Street, Chicago, Illinois 60603.

         All Revolving Loans made by the Bank, the respective types thereof and
all repayments of the principal thereof shall be recorded by the Bank and, if
the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Revolving Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED, that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

         This note is one of the Revolving Notes referred to in the Credit
Agreement dated as of July 24, 1998 among Alliance Data Systems Corporation,
Loyalty Management Group Canada Inc. (f/k/a 1302598 Ontario Inc.), the Banks
parties thereto and Harris Trust and Savings Bank, as Administrative Agent (as
the same may be amended, restated or supplemented from time to time, the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

                                    ALLIANCE DATA SYSTEMS CORPORATION


                                    By
                                      ------------------------------------------
                                      Name
                                          --------------------------------------
                                      Title
                                           -------------------------------------




<PAGE>

<TABLE>
<CAPTION>

                         LOANS AND PAYMENTS OF PRINCIPAL

----------------------------------------------------------------------------------------------------------------------
          Date                   Amount                   Type                 Amount of
                                   of                      of                  Principal              Notation
                                  Loan                    Loan                  Repaid                 Made By
<S>                       <C>                    <C>                     <C>                    <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

</TABLE>





















                                       2

<PAGE>

                                     ANNEX V
                                   EXHIBIT A-5

                                   SWING NOTE

                                                               Chicago, Illinois

                                                           ------------ --, ----

         For value received, Alliance Data Systems Corporation, a Delaware
corporation (the "BORROWER"), promises to pay to the order of Harris Trust and
Savings Bank (the "ADMINISTRATIVE AGENT"), for its own account as Swing Lender
under the Credit Agreement (in such capacity, the "BANK"), the unpaid principal
amount of each Swing Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below on the maturity date provided for in the
Credit Agreement. The Borrower promises to pay interest on the unpaid principal
amount of each such Swing Loan on the dates and at the rate or rates provided
for in the Credit Agreement. All such payments of principal and interest shall
be made in lawful money of the United States in Federal or other immediately
available funds at the office of Harris Trust and Savings Bank, 111 West Monroe
Street, Chicago, Illinois 60603.

         All Swing Loans made by the Bank, the respective types thereof and all
repayments of the principal thereof shall be recorded by the Bank and, if the
Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Swing Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED, that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

         This note is one of the Swing Notes referred to in the Credit Agreement
dated as of July 24, 1998 among Alliance Data Systems Corporation, Loyalty
Management Group Canada, Inc., (f/k/a 1302598 Ontario Inc.), the Banks parties
thereto and Harris Trust and Savings Bank, as Administrative Agent (as the same
may be amended, restated or supplemented from time to time, the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

                                     ALLIANCE DATA SYSTEMS CORPORATION


                                     By
                                       -----------------------------------------
                                       Name
                                           -------------------------------------
                                       Title
                                            ------------------------------------


<PAGE>

<TABLE>
<CAPTION>

                         LOANS AND PAYMENTS OF PRINCIPAL

----------------------------------------------------------------------------------------------------------------------
          Date                   Amount                   Type                 Amount of
                                   of                      of                  Principal              Notation
                                  Loan                    Loan                  Repaid                 Made By
<S>                       <C>                    <C>                     <C>                    <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

</TABLE>





















                                       2

<PAGE>

                                    ANNEX VI
                                   SCHEDULE II
                        Alliance Data Systems Corporation

                                INVESTMENT POLICY

STATEMENT OF PURPOSE

         The purpose of this policy is to institute proper guidelines for the
ongoing management of the cash investments of Alliance Data Systems Corp. and
its subsidiaries.

INVESTMENT OBJECTIVES

         The assets are to be invested in a manner, which preserves capital,
provides adequate liquidity, maintains appropriate diversification and generates
returns relative to these guidelines and prevailing market conditions. The
intent is that all of the investments shall be held to maturity.

RESPONSIBILITIES

         A.   It is the responsibility of the Board of Directors of the
Company to adopt the Investment Policy.

         B.   It is the responsibility of the Treasurer or the Chief
Financial Officer to implement the Investment Policy of the Company including
the direction of purchases and sales of securities.

         C.   The approval of either the Treasurer or the Chief Financial
Officer shall be required to transfer Company funds to Company banks or
investment accounts.

         D.   The Treasurer and Chief Financial Officer may employ the
services of a Bank or a Registered Investment Advisor to direct a portion or
all of the investment activities of the Company consistent with the
guidelines set forth in the Investment Policy. The firms selected must
maintain a net worth of at least $1 billion.

         E.   The Treasurer and Chief Financial Officer will monitor ongoing
investment activities to insure that proper liquidity is being maintained and
that the investment strategy is consistent with the Company objectives.

         F.   The Treasurer or the Chief Financial Officer will report to the
Board of Directors quarterly concerning the investment performance during the
most recent quarter.

<PAGE>



               ALLIANCE DATA SYSTEMS CORPORATION AND SUBSIDIARIES

                              INVESTMENT GUIDELINES

      A.       APPROPRIATE INVESTMENTS

               1.     Direct obligations of the U.S. or Canadian Treasury
      including Treasury Bills, Notes and Bonds. Canadian Government Debt must
      be rated A or better.

               2.     Federal Agency Securities which carry the direct or
      implied guarantee of the U.S. Government including Government National
      Mortgage Association, Federal Home Loan Bank, Federal Farm Credit Bank,
      Federal National Mortgage Association, Student Loan Marketing
      Association, and World Bank. Investments can include Notes, Discount
      Notes, Medium Term Notes and Floating Rate Notes.

               3.     Certificates of Deposit, Guaranteed Investment Contracts,
      Banker's Acceptance and Time Deposits including Eurodollar denominated
      and Yankee issues. Investments will be limited to those institutions with
      total assets in excess of $1 billion and which carry a short term rating
      of "A2" or "P2" or "F2" or better, or a Keefe Bruyette and Woods rating
      of at least "A" or better.

               4.     Corporate Securities (including commercial paper or loan
      participations) and corporate debt instruments (including medium term
      notes and floating rate notes) issued by Canadian or U.S. corporations
      and carry a minimum long term rating of "A" or short term rating of "A2"
      or "P2" or "F2" or "R1 (L)" or better.

               5.     Tax Exempt Securities including municipal notes,
      commercial paper, auction rate floaters, and floating rate notes rated A2
      or P2 or F2 or better; Municipal Notes rated SP-2/MIG-2/VMIG-2 or better,
      or a long term rating of "A" or better.

               6.     Auction rate preferred stock or bonds issued with a rate
      reset mechanism and a maximum term of 180 days. Investment will be
      limited to those issuers who have a minimum long term rating of "A" or
      short term rating of "A2" or "P2" or "F2" or "RI (L)" or better.

               7.     Money market mutual funds, which offer daily purchase and
      redemption and maintain a constant share price (no equities allowed).

               8.     Repurchase Agreements. The underlying collateral (of at
      least 102%) shall consist of US Government obligations and/or government
      agency securities. Investments in repurchase agreements may not exceed
      3 days.

      B.       INVESTMENT CONCENTRATION LIMITS

               1.     Investments rated AAA (long term) or A1 (short term) or
      equivalent - no limit.

               2.     Investments rated AA or equivalent - not to exceed 70% of
      total portfolio.


                                       2

<PAGE>

               3.     Investments rated A (long term) or A2 (short term) or
      equivalent - not to exceed 30% of total portfolio.

               4.     Bank or Insurance Company obligations - not to exceed
      50% of total portfolio.

               5.     Money Market Mutual Funds - no limit.

               6.     Repurchase Agreements - 30% of total portfolio.

               7.     No individual investment shall be in excess of $10
      million USD (or equivalent).

MATURITY LIMITS

               1.     No investments may exceed 5 years to maturity.

               2.     Commercial Paper/Loan Participations/Master Notes may not
      exceed 180 days.

               3.     A minimum of 30% of the portfolio must have a maturity of
      1 year or less.

SAFEKEEPING

      All securities firms with whom the Company does business must be
qualified to safekeep securities on the Company's behalf at no charge. The
CFO or Treasurer will authorize these firms to hold securities.

WAIVERS

      In certain circumstances the appropriate investment criteria and
portfolio concentration limits may be temporarily waived by the Chief
Financial Officer for a period not to exceed four (4) weeks. Any waivers
granted during a fiscal year will be reported to the ADS Board of Directors
annually.

INVESTMENT POLICY REVIEW

      THIS POLICY WILL BE REVIEWED ANNUALLY BY THE CFO AND TREASURER TO
ENSURE THAT IT REMAINS CONSISTENT WITH THE FINANCIAL OBJECTIVES OF THE
COMPANY AND CURRENT MARKET CONDITIONS.






                                       3