exv10w5



 





Exhibit 10.5




First Amendment To




Credit Agreement (Canadian)




     This
First Amendment to Credit Agreement (Canadian) (this
“Amendment”) is
dated as of October 21, 2004 by and among Loyalty Management Group Canada Inc.
(the “Borrower”), the Guarantors party hereto, the Banks party hereto, Bank of
Montreal, as Letter of Credit Issuer and Harris Trust and Savings Bank, as
Administrative Agent;



W I T N E S S E T H:




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



     Whereas, the Borrower, the Guarantors, 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 2.15 of the
Credit Agreement, (ii) reduce the 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 Guarantors, the Banks and the
Administrative Agent hereby agree as follows:



     1. Section 2.15 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, the Guarantors and the Banks hereby agree that from and
after the Effective Time the Total Commitments of the Banks shall be reduced by
$50,000,000, with Congress Financial Corporation (Canada) and JPMorgan Chase
Bank, Toronto Branch (each a “Withdrawing Bank”) reducing their respective
Commitments to $0. 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. Subject to
satisfaction of the conditions precedent contained in paragraph 3 hereof, each
Withdrawing Bank shall cease to be a party to the Credit Agreement from and
after the Effective Time. From and after the Effective Time, each Withdrawing
Bank shall relinquish its rights and be released from its obligations under the
Credit Agreement. Notwithstanding the foregoing, the obligations of the
Borrower and the Guarantors to each Withdrawing Bank contained in the Credit
Agreement which by the terms of the Credit Agreement survive the termination of
the Credit Agreement shall survive the occurrence of the Effective Time, but
only as they relate to the period when such Withdrawing Bank was, or to such
former status as, a Bank under the Credit Agreement.



 









 





     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
Guarantors and the Required Banks;




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




     (c) the aggregate outstanding Original Dollar
Amount of the Revolving Loans and the U.S. Dollar
Equivalent of the Swing Loans and Letter of Credit
Outstandings shall be less than the Total Commitments
as reduced by this Agreement.



     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.



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     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.



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     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.



	 	 	 	 	 
	 	 	Loyalty Management Group Canada Inc., as Borrower
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert P Armiak
	

	 	 	 	
 
	

	 	 	 	Name Robert P Armiak, CCM
	

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

	 	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





[Canadian]



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	 	 	Harris Trust and Savings Bank, as Administrative Agent
	 
	 	 	 	 
	

	 	By
	 	/s/ Peter Stack
	

	 	 	 	
 
	

	 	 	 	Name Peter Stack
	

	 	 	 	Title VP





[Canadian]


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	 	 	Bank of Montreal, individually and as Letter of Credit Issuer
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ BEN CIALLELLA
	 	 	 	 	
 
	

	 	 	 	Name	 	Ben Ciallella
	

	 	 	 	 	 	
 
	

	 	 	 	Title	 	 
	

	 	 	 	 	 	
 





[Canadian]



S-3









 






	 	 	 	 	 
	 	 	Bank One, N.A.
	 
	 	 	 	 
	

	 	By
	 	/s/ Michael M. Tolentino
	

	 	 	 	
 
	

	 	 	 	Name Michael M. Tolentino
	

	 	 	 	Title Director





[Canadian]


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	 	 	Canadian Imperial Bank of Commerce
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Gerald Girardi
	 	 	 	 	
 
	 	 	 	 	Name Gerald Girardi
	 	 	 	 	Title Executive Director CIBC world Markets Corp., as agent
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title	 	 
	

	 	 	 	 	 	
 





[Canadian]



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	 	 	Congress Financial Corporation (Canada), as a Withdrawing Bank
	 
	 	 	 	 
	

	 	By
	 	/s/ Carmela Massari
	

	 	 	 	
 
	

	 	 	 	Name Carmela Massari
	

	 	 	 	Title VP Loan Officer






[Canadian]



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	 	 	JPMorgan Chase Bank, Toronto Branch, as a Withdrawing Bank
	 
	 	 	 	 
	

	 	By
	 	/s/ Drew McDonald
	

	 	 	 	
 
	

	 	 	 	Name Drew McDonald
	

	 	 	 	Title Vice President





[Canadian]


S-7