exv10w3



 





Exhibit 10.3




First Amendment To

Credit Agreement (3-Year)




     This
First Amendment to Credit Agreement (3-Year) (this
“Amendment”) is
dated as of October 21, 2004 by and among Alliance Data Systems Corporation
(the “Borrower”), the Guarantor party hereto, the Banks party hereto, and
Harris Trust and Savings Bank, as Administrative Agent and Letter of Credit
Issuer;



W I T N E S S E T H:




     Whereas, the Borrower, the Guarantor, the Banks, and the Administrative
Agent have heretofore executed and delivered a Credit Agreement (3-Year) dated
as of April 10, 2003 (the “Credit Agreement”); and



     Whereas, the Borrower, the Guarantor, the Banks and the Administrative
Agent desire to amend the Credit Agreement to (i) increase the aggregate amount
to which the Commitments may be increased pursuant to Section 2.16 of the
Credit Agreement, (ii) increase the Total Commitments of the Banks by
$50,000,000 and (iii) and to make certain other amendments to the Credit
Agreement as set forth herein;



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



     1. Section 2.16 of the Credit Agreement is hereby amended by deleting the
amount “$450,000,000” appearing in the eleventh line thereof and inserting in
its place the amount “$500,000,000.”



     2. The Borrower has requested that from and after the Effective Time the
Total Commitments of the Banks be increased by $50,000,000, with such increase
being allocated to certain of the Banks. Accordingly, the Commitments of the
Banks set forth on Schedule I to the Credit Agreement are hereby amended in
their entirety and as so amended shall be as set forth on Schedule I to this
Amendment. If any Loans are outstanding under the Credit Agreement as of the
Effective Time, the Borrower irrevocably authorizes and directs the Banks to
make (nonratably if necessary, but otherwise subject to the terms and
conditions of the Credit Agreement as amended hereby) a Base Rate Loan in an
amount sufficient to (and the Borrower hereby irrevocably authorizes and
directs the Banks to apply such Loan to), pay and discharge the Loans of the
Banks (nonratably if necessary) such that the percentage of each Bank’s
Commitment in use immediately after giving effect to such application is equal.



     3. This Amendment shall become effective as of the opening of business on
October 21, 2004 (the “Effective Time”) subject to the conditions precedent
that on or before such date:



 









 






     (a) the Administrative Agent shall have received
counterparts hereof executed by the Borrower, the
Guarantor and the Required Banks; and




     (b) the Administrative Agent shall have received
certified copies of resolutions of the boards of
directors of the Borrower and the Guarantor
authorizing the execution and delivery of this
Amendment, indicating the authorized signers of this
Amendment and the specimen signatures of such signers.



     4.1. 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 as of the date hereof
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 only as of such specified date); (b) no Default or Event of Default
exists; (c) this Amendment has been duly authorized by all necessary corporate
proceedings and duly executed and delivered by the Borrower and the Credit
Agreement, as amended by this Amendment, is the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency or
other similar laws of general application affecting the enforcement of
creditors’ rights or by general principles of equity; and (d) no consent,
approval, authorization, order, registration or qualification with any
governmental authority is required for, and the absence of which would
adversely affect, the legal and valid execution and delivery or performance by
the Borrower of this Amendment or the performance by the Borrower of the Credit
Agreement, as amended by this Amendment.



     4.2. 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.



     4.3. Except as specifically provided above, the Credit Agreement shall
remain in full force and effect and is 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 Note, nor constitute a waiver or modification of any provision
of any of the Credit Agreement or any Note.



     4.4. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of Illinois.



- 2 -









 





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



	 	 	 	 	 
	 	 	Alliance Data Systems Corporation, as Borrower
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert P Armiak
	

	 	 	 	
 
	

	 	 	 	Name Robert P Armiak, CCM
	

	 	 	 	Title Sr. Vice President, Treasurer
	 
	 	 	 	 
	 	 	ADS Alliance Data Systems, Inc., as a Guarantor
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert P Armiak
	

	 	 	 	

	

	 	 	 	Name Robert P Armiak, CCM
	

	 	 	 	Title Sr. Vice President, Treasurer





[3-Year]


S-1









 






	 	 	 	 	 
	 	 	Harris Trust and Savings Bank,
individually, as Letter of Credit
Issuer and as Administrative Agent

	 
	 	 	 	 
	

	 	By
	 	/s/ Peter Stack
	

	 	 	 	
 
	

	 	 	 	Name Peter Stack
	

	 	 	 	Title VP





[3-Year]


S-2









 






	 	 	 	 	 
	 	 	SunTrust Bank
	 
	 	 	 	 
	

	 	By
	 	/s/ Nora G. Brown
	

	 	 	 	
 
	

	 	 	 	Name Nora G. Brown
	

	 	 	 	Title Vice President





[3-Year]


S-3









 






	 	 	 	 	 
	 	 	Bank One, N.A. (Main Office Chicago)
	 
	 	 	 	 
	

	 	By
	 	/s/ Michael M. Tolentino
	

	 	 	 	
 
	

	 	 	 	Name Michael M. Tolentino
	

	 	 	 	Title Director





[3-Year]


S-4









 






	 	 	 	 	 
	 	 	Wachovia Bank, N.A.
	 
	 	 	 	 
	

	 	By
	 	/s/ Michael Romanzo
	

	 	 	 	
 
	

	 	 	 	Name Michael Romanzo
	

	 	 	 	Title Vice President





[3-Year]


S-5









 






	 	 	 	 	 
	 	 	JPMorgan Chase Bank
	 
	 	 	 	 
	

	 	By
	 	/s/ Michael J. Lister
	

	 	 	 	
 
	

	 	 	 	Name Michael J. Lister
	

	 	 	 	Title Vice President JP Morgan Chase Bank





[3-Year]


S-6









 






	 	 	 	 	 
	 	 	Huntington National Bank
	 
	 	 	 	 
	

	 	By
	 	/s/ Steven P. Clemens
	

	 	 	 	
 
	

	 	 	 	Name Steven P. Clemens
	

	 	 	 	Title Vice President





[3-Year]


S-7









 






	 	 	 	 	 	 	 
	 	 	Bear Stearns Corporate Lending, Inc.
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title	 	 
	

	 	 	 	 	
 





[3-Year]


S-8









 






	 	 	 	 	 
	 	 	Credit Suisse First Boston, acting through its Cayman Islands Branch
	 
	 	 	 	 
	

	 	By
	 	/s/ Peter Chauvin
	

	 	 	 	
 
	

	 	 	 	Name Peter Chauvin
	

	 	 	 	Title Vice President
	 
	 	 	 	 
	

	 	By
	 	/s/ Alain Daoust
	

	 	 	 	
 
	

	 	 	 	Name Alain Daoust
	

	 	 	 	Title Director





[3-Year]


S-9









 






	 	 	 	 	 
	 	 	US Bank National Association
	 
	 	 	 	 
	

	 	By
	 	/s/ David F. Higbee
	

	 	 	 	
 
	

	 	 	 	Name David F. Higbee
	

	 	 	 	Title Vice President





[3-Year]


S-10









 






	 	 	 	 	 
	 	 	Union Bank of California, N.A.
	 
	 	 	 	 
	

	 	By
	 	/s/ Clifford F. Cho
	

	 	 	 	
 
	

	 	 	 	Name Clifford F. Cho
	

	 	 	 	Title Vice President





[3-Year]


S-11









 






	 	 	 	 	 
	 	 	Fifth Third Bank (Central Ohio)
	 
	 	 	 	 
	

	 	By
	 	/s/ Kristie Nicolosi
	

	 	 	 	
 
	

	 	 	 	Name Kristie Nicolosi
	

	 	 	 	Title Assistant Vice President





[3-Year]


S-12









 






	 	 	 	 	 
	 	 	Barclays Bank PLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Alison McGuigan
	

	 	 	 	
 
	

	 	 	 	Name Alison McGuigan
	

	 	 	 	Title Associate Director






[3-Year]


S-13









 






	 	 	 	 	 	 	 
	 	 	Bank Hapoalim
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title	 	 
	

	 	 	 	 	 	
 





[3-Year]


S-14