Exhibit 10.1







Second Amendment to

 Credit Agreement







This Second Amendment to Credit Agreement (this "Amendment") is dated as of September 25, 2015 by and among Alliance Data Systems Corporation (the "Borrower"), the Guarantors party hereto, the Banks party hereto, and Wells Fargo Bank, N.A., as Administrative Agent and Letter of Credit Issuer.







Preliminary Statements







A.  The Borrower, the Guarantors, the Banks, and Wells Fargo Bank, N.A., as Administrative Agent, have heretofore executed and delivered a Credit Agreement dated as of July 10, 2013, as amended by the First Amendment thereto dated as of December 8, 2014 (as amended, the "Credit Agreement"; terms defined therein being used herein as so defined unless otherwise defined herein).







B.  The Borrower has requested an Incremental Term Loan facility comprised of new Term Loan Commitments (the "Incremental Term Commitments") in an aggregate principal amount of $200,000,000 which shall constitute part of, and be added to, the existing Term Credit and pursuant to which additional Term Loans shall be made to the Borrower, in accordance with the Credit Agreement (the "Incremental Term Facility").







C.  Pursuant to Sections 2.16 and 10.5 of the Credit Agreement, the Borrower may establish such Incremental Term Facility by entering into an amendment with each institution that agrees to provide such Incremental Term Facility, the Administrative Agent and the Required Banks.







D.  Each of the Second Amendment Incremental Term Banks identified on Schedule I hereto has indicated its willingness to provide its Incremental Term Commitment on the terms and subject to the conditions herein contained.


 


  Now, Therefore, for good and valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Guarantors, the Banks party hereto and the Administrative Agent hereby agree as follows:







Article I

 Amendments







Section 1.1.  Section 1.1 of the Credit Agreement is hereby amended by (a) deleting the defined terms "Loan" and "Term Loan" and (b) inserting in alphabetical order new definitions to read as follows (and such new defined terms shall also be applicable for purposes of this Amendment):







"Loan" means any Revolving Loan, Swing Loan or Term Loan made pursuant to Section 2.1 or 2.16; provided, that if any such 




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Loan or Loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Period Election, the term "Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.







"Second Amendment" means the Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrower, the Guarantors, the Banks party thereto and the Administrative Agent.







"Second Amendment Effective Date" means September 25, 2015.







"Second Amendment Incremental Term Bank" means each institution that has agreed to make a Second Amendment Incremental Term Loan.







"Second Amendment Incremental Term Loan" means each Incremental Term Loan advanced pursuant to the Second Amendment.







"Second Amendment Incremental Term Loan Maturity Date" means September 23, 2016.







"Term Loan" is defined in Section 2.1(b) hereof and includes any Incremental Term Loan extended pursuant to Section 2.16 and, in each case, includes Base Rate Loans or Euro‐Dollar Loans, each of which is a Type of Term Loan hereunder.  The Term Loans include Extended Term Loans and Non-Extended Term Loans.







Section 1.2.  Section 2.5 of the Credit Agreement is hereby amended by inserting at the end thereof new Section 2.5(f) as follows:







(f)  Pursuant to Section 2.16, the Borrower unconditionally promises to pay to the Administrative Agent for the account of each Second Amendment Incremental Term Bank the then unpaid principal amount of the Second Amendment Incremental Term Loan of such Bank on the Second Amendment Incremental Term Loan Maturity Date.







Article II

 Incremental Term Facility







Section 2.1.  Subject to satisfaction of the conditions precedent contained in Article III below, each Second Amendment Incremental Term Bank hereby severally agrees to provide an Incremental Term Commitment in the amount set forth next to its name on the Second 




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Amendment Incremental Term Commitment Schedule attached as Schedule I hereto, with each such Incremental Term Commitment to be effective as of the Second Amendment Effective Date.  Each Incremental Term Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement.  The Term Loans with respect to the Incremental Term Facility shall be drawn in full in a single advance on the Second Amendment Effective Date subject to the requirements of Section 2.16 of the Credit Agreement.  The Credit Parties, the Required Banks and the Second Amendment Incremental Term Banks hereby agree that on the Second Amendment Effective Date, and notwithstanding anything to the contrary contained in the Credit Agreement, (i) the Term Credit shall increase by the Incremental Term Facility effected hereby, (ii) there shall be an automatic adjustment to the Term Loan Percentage in respect of the Term Credit of each Bank with an outstanding Term Loan resulting from the Incremental Term Facility, (iii) the Second Amendment Incremental Term Loan shall have no amortization and shall mature and be due and payable on the Second Amendment Incremental Term Loan Maturity Date and (iv) the term "Maturity Date" as used in Section 2.18 of the Credit Agreement shall, solely for purposes of the Second Amendment Incremental Term Loans, be deemed to be a reference to the Second Amendment Incremental Term Loan Maturity Date.







Section 2.2.  The Term Loans funded by the Second Amendment Incremental Term Banks on the Second Amendment Effective Date shall be subject to the same Base Rate Margin, Euro‐Dollar Margin, prepayment provisions (including Section 2.10(d) of the Credit Agreement), and other terms and conditions applicable to the Term Credit, the Extended 2013 Term Loans and the First Amendment Incremental Term Loans generally under the Credit Agreement and the other Credit Documents.  Notwithstanding the foregoing, the Second Amendment Incremental Term Loans shall not be repaid from the amortization schedules described in Sections 2.5(b), 2.5(d) or 2.5(e). This Amendment shall constitute a "Commitment Amount Increase" for purposes of Section 2.5(b) of the Credit Agreement.







Article III

 Conditions Precedent







Section 3.1.  This Amendment shall become effective as of the opening of business on September 25, 2015 upon satisfaction of the following conditions precedent:







(a)  the Administrative Agent shall have received counterparts hereof executed by the Borrower, the Guarantors, each Second Amendment Incremental Term Bank, and the Required Banks; 







(b)  the Administrative Agent shall have received certified copies of resolutions of the boards of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution and delivery of this Amendment and reasonably satisfactory evidence indicating the authorized signers of this Amendment and the specimen signatures of such signers;







(c)  the Administrative Agent shall have received from the Borrower and each Guarantor a certificate from its Secretary or Assistant Secretary certifying that the 




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Borrower's and each Guarantor's articles of incorporation and bylaws (or comparable organizational documents) have not been amended, supplemented or otherwise modified since December 8, 2014 (or, in the case Conversant LLC and Commission Junction LLC, March 3, 2015) or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;







(d)  the Administrative Agent shall have received an opinion of counsel to the Credit Parties in a form reasonably acceptable to the Administrative Agent covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; 







(e)  the fact that immediately prior to and after giving effect to this Amendment, no Default has occurred and is continuing; and







(f)  the fact that the representations and warranties of the Credit Parties contained in the Credit Agreement are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of the Second Amendment Effective Date immediately prior to and after giving effect to this Amendment (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date).







Article IV

 Miscellaneous







Section 4.1.  The term "Banks" as defined in Section 1.1 of the Credit Agreement shall mean and include the Banks currently party to the Credit Agreement and, from and after the Second Amendment Effective Date, each financial institution party hereto, including each Second Amendment Incremental Term Bank.  Each Second Amendment Incremental Term Bank agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto and hereby confirms that its administrative details are set forth in its Administrative Questionnaire.  From and after the Second Amendment Effective Date, each Second Amendment Incremental Term Bank shall have all the rights of a Bank under the Credit Agreement as if it were an original signatory thereto.







Section 4.2.  To induce the Administrative Agent and the Banks to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Banks that:  (a) the representations and warranties contained in the Credit Agreement are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of the date hereof immediately prior to and after giving effect to this Amendment with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) only as of such specified date); (b) immediately prior to and after giving effect to this Amendment no Default or Event of Default exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed 




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and delivered by the Borrower and each other Credit Party, and the Credit Agreement, as amended by this Amendment, is the legal, valid and binding obligation of the Borrower and each other Credit Party, enforceable against the Borrower and each other Credit Party in accordance with its terms; and (d) no consent, approval, authorization, order, registration or qualification with any Governmental Authority is required for, and the absence of which would materially adversely affect, the legal and valid execution and delivery or performance by the Borrower or any other Credit Party of this Amendment or the performance by the Borrower or any other Credit Party of the Credit Agreement, as amended by this Amendment.  Each Guarantor hereby ratifies and reaffirms:  (i) the validity, legality and enforceability of its obligations under Article 9 of the Credit Agreement; (ii) that its reaffirmation of such obligations is a material inducement to the Administrative Agent, the Second Amendment Incremental Term Banks and the Required Banks to enter into this Amendment; and (iii) that its obligations under Article 9 of the Credit Agreement shall remain in full force and effect in accordance with its terms until all the Guaranteed Obligations have been paid in full.







Section 4.3.  This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.  Delivery of a counterpart hereof by facsimile transmission or in electronic (e.g., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart hereof.







Section 4.4.  Except as specifically provided above, the Credit Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.  The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Administrative Agent or any Bank under the Credit Agreement or any other Credit Document, nor constitute a waiver or modification of any provision of the Credit Agreement or any other Credit Document.  This Amendment shall be a Credit Document as defined in the Credit Agreement.







Section 4.5.  This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York.







[Signature Pages follow]









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In Witness Whereof, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.







Alliance Data Systems Corporation, as Borrower







By   /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title  Senior Vice President and


Treasurer

















ADS Alliance Data Systems, Inc., as a Guarantor







By   /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title  Senior Vice President and


Treasurer

















Epsilon Data Management, LLC, as a Guarantor







By   /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title  Vice President and Assistant


Treasurer

















Alliance Data Foreign Holdings, Inc., as a Guarantor







By   /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title  Treasurer

















ADS Foreign Holdings, Inc., as a Guarantor







By   /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title   Treasurer


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation

















Comenity LLC, as a Guarantor







By  /s/ Jeffrey L. Fair


Name  Jeffrey L. Fair


Title  Vice President, Tax

















Aspen Marketing Services, LLC, as a Guarantor







By   /s/ Jeffrey L. Fair


Name  Jeffrey L. Fair


Title  Vice President, Tax

















Comenity Servicing LLC, as a Guarantor







By   /s/ Jeffrey L. Fair


Name  Jeffrey L. Fair


Title   Vice President, Tax

















Conversant LLC, as a Guarantor







By  /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title  Vice President and Assistant Treasurer

















Commission Junction LLC, as a Guarantor







By   /s/ J. Jeffrey Chesnut


Name  J. Jeffrey Chesnut


Title  Vice President and Assistant Treasurer


 


 









Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation

















Wells Fargo Bank, N.A., individually as a 


  Bank, as Administrative Agent, Letter of 


  Credit Issuer, CAD Fronting Bank and Swing 


  Lender












By   /s/ Reginald M. Goldsmith III



			Name:  Reginald M. Goldsmith III






			Title:  Managing Director





 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Bank of America, N.A.












By  /s/ Charmaine Lobo


Name  Charmaine Lobo


Title  Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












JPMorgan Chase Bank, N.A.












By  /s/ Tina Ruyter


Name  Tina Ruyter


Title  Executive Director


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












SunTrust Bank












By  /s/ Doug Kennedy


Name  Doug Kennedy


Title  Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Fifth Third Bank












By  /s/ Matthew Lewis


Name  Matthew Lewis


Title  Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Royal Bank of Canada












By  /s/ Scott Umbs


Name  Scott Umbs


Title  Authorized Signatory


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Mizuho Bank, Ltd.












By  /s/ Bertram H. Tang


Name  Bertram H. Tang


Title  Authorized Signatory


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Barclays Bank PLC












By  /s/ Luke Syme


Name  Luke Syme


Title  Assistant Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












The Bank of Nova Scotia












By  /s/ Kevin Chan


Name:  Kevin Chan


Title:  Director


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












The Bank of Tokyo-Mitsubishi UFJ, Ltd












By  /s/ Lillian Kim


Name  Lillian Kim


Title  Director


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Sumitomo Mitsui Banking Corporation












By  /s/ David W. Kee


Name:  David W. Kee


Title:  Managing Director


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Regions Bank












By  /s/ Kyle Husted


Name  Kyle Husted


Title  Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












KeyBank National Association












By  /s/ Geoff Smith


Name:  Geoff Smith


Title:  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Canadian Imperial Bank of Commerce, New York Branch












By  /s/ Robert Robin


Name:  Robert Robin


Title:  Authorized Signatory












By  /s/ Dominic Sorresso


Name:  Dominic Sorresso


Title:  Authorized Signatory


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Raymond James Bank, N.A.












By  /s/ Joseph A. Ciccolini


Name: Joseph A. Ciccolini


Title:  Vice President – Senior Corporate Banker


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Capital One, National Association












By  /s/ Dean H. Rosencrans


Name  Dean H. Rosencrans


Title  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












The Northern Trust Company












By  /s/ John Contey


Name  John Contey


Title  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Compass Bank












By /s/ Kevin Wisel


Name: Kevin Wisel


Title:  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Cadence Bank, N.A.












By  /s/ Melinda N. Jackson


Name  Melinda N. Jackson


Title  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












 


Synovus Bank












By  /s/ Joseph B. Keener


Name  Joseph B. Keener


Title  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












First Commercial Bank, Ltd., a Republic of 


  China Bank acting through its Los Angeles 


  Branch












By  /s/ Terry Yuan-Gan Ju


Name  Terry Yuan-Gan Ju


Title  VP & General Manager


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Chan Hwa Commercial Bank, Ltd., Los 


  Angeles Branch












By  /s/ Kang Yang


Name  Kang Yang


Title  VP & General Manager


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












BNP Paribas Group












By  /s/ Charles de Clapiers


Name  Charles de Clapiers


Title  Director












By  /s/ Thuy Bui


Name  Thuy Bui


Title  Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












U.S. Bank National Association












By  /s/ Allison Burgun


Name  Allison Burgun


Title  Vice President 


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












Deutsche Bank AG, New York Branch












By  /s/ Peter Cucchiara


Name  Peter Cucchiara


Title  Vice President












By  /s/ Michael Winters


Name  Michael Winters


Title  Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












 


FirstMerit bank, N.A.












By  /s/ Tim Daniels


Name  Tim Daniels


Title  Senior Vice President


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation












 


Bank of the West












By  /s/ David G. Kronen


Name  David G. Kronen


Title  Director












By  /s/ Sidney Jordan


Name  Sidney Jordan


Title  Managing Director


 


 




Signature Page to Second Amendment to Credit Agreement - Alliance Data Systems Corporation