Exhibit 10.2

       

      

       

      

      SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 22, 2020, among ALLIANCE DATA SYSTEMS CORPORATION, a Delaware
      corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Banks party hereto (the “Consenting Banks”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the
      “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

    W I T N E S S E T H:

    WHEREAS, the Borrower, the Guarantors party thereto, the lenders party thereto from time to time (the “Banks”) and the Administrative Agent have entered into that certain
      Amended and Restated Credit Agreement, dated as of June 14, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment, the “Credit
        Agreement”);

    WHEREAS, the Borrower has requested, and subject to the terms and conditions set forth herein, the Administrative Agent and the Consenting Banks have agreed to, certain
      amendments to the Existing Credit Agreement as more specifically set forth herein;

    NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as
      follows:

    SECTION 1. Amendments to Existing Credit Agreement.  Effective as of the Sixth
      Amendment Effective Date (as defined below) and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, Sections 5.11, 5.12 and 5.13 of the Existing Credit
      Agreement are hereby amended and restated in their entireties as follows:

    SECTION 5.11 Total
        Leverage Ratio.  The Borrower shall not permit its Total Leverage 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
      exceed the applicable ratio set forth below for the applicable period ending on the date set forth below:

    	
            Periods Ending

          	
            Maximum Total Leverage Ratio

          
	
            September 30, 2020 and December 31, 2020

          	
            3.50 to 1.00

          
	
            March 31, 2021 through and including December 31, 2021

          	
            4.50 to 1.00

          
	
            March 31, 2022 and June 30, 2022

          	
            4.00 to 1.00

          
	
            September 30, 2022 and thereafter

          	
            3.50 to 1.00

          


    SECTION 5.12 Interest

        Coverage Ratio.  The 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 the
      applicable ratio set forth below for the applicable period ending on the date set forth below:

    
      
        


    

    
    

    

    	
            Periods Ending

          	
            Minimum Interest Coverage Ratio

          
	
            September 30, 2020 and December 31, 2020

          	
            4.50 to 1.00

          
	
            March 31, 2021 through and including December 31, 2021

          	
            4.00 to 1.00

          
	
            March 31, 2022 and June 30, 2022

          	
            4.25 to 1.00

          
	
            September 30, 2022 and thereafter

          	
            4.50 to 1.00

          


    SECTION 5.13 Delinquency

        Ratio.  The Borrower shall not permit the average of the Delinquency Ratios for Comenity Bank for the most recently ended three consecutive calendar months ending on the last day of any fiscal quarter to exceed the applicable ratio set forth
      below for the applicable period ending on the date set forth below:

    	
            Periods Ending

          	
            Maximum Delinquency Ratio

          
	
            September 30, 2020 and December 31, 2020

          	
            4.50%

          
	
            March 31, 2021 through and including December 31, 2021

          	
            6.50%

          
	
            March 31, 2022 and June 30, 2022

          	
            5.50%

          
	
            September 30, 2022 and thereafter

          	
            4.50%

          


    

    

    SECTION 2. Prepayment of Term Loans.  In connection with this Amendment, the
      Borrower has notified the Administrative Agent and the Consenting Banks that the Borrower intends to consummate an issuance of senior unsecured notes with an aggregate principal face amount of not less than $500,000,000 (the “Senior Note Issuance”)
      and use all or a portion of the net cash proceeds from the Senior Note Issuance to optionally prepay Term Loans.  Such prepayment shall be applied to reduce the scheduled installments of the Term Loans required pursuant to Section 2.5(b) of
      the Credit Agreement (i) first, to the quarterly installments payable on the last Business Day of each of September 2020 and December 2020, and (ii) second, to the
      bullet payment of the Term Loans due on the Maturity Date (without any reduction to any of the other scheduled installments of the Term Loans required pursuant to Section 2.5(b) of the Credit Agreement).  The Consenting Banks hereby (i) waive
      the requirements set forth in Section 2.10(a) of the Credit Agreement with respect to any prior notice or dollar multiples of any voluntary prepayment pursuant to this Section 2 and (ii) solely as to each such Consenting Bank, waive the
      requirements set forth in Section 2.13 of the Credit Agreement with respect to reimbursement for any loss or expense resulting from such voluntary prepayment occurring on a day other than the last day of an Interest Period.

    SECTION 3. GAAP Methodology.  Effective January 1, 2020, the Borrower adopted
      the current expected credit losses methodology (CECL) pursuant to FASB ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (the “CECL GAAP Change”).  The Borrower hereby notifies
      the Administrative Agent that, effective from and after the Sixth Amendment Effective Date, for purposes of Section 1.2(b) of the Credit Agreement, the Borrower does not wish to amend any covenant in Article 5 of the Credit Agreement
      or any definition directly or indirectly used therein or in Appendix I of the Credit Agreement to eliminate the effect of the CECL GAAP Change on the operation of such covenants, and that the Borrower’s compliance with such covenants and
      determinations made pursuant to any such definition or Appendix I of the Credit Agreement shall be determined on the basis of generally accepted accounting principles including the CECL GAAP Change.  Notwithstanding the foregoing, the
      Borrower, the Consenting Banks and the Administrative Agent agree that (i) for all fiscal quarters ended prior to January 1, 2020, all financial results and calculations used in determining compliance with the covenants in Article 5 of the
      Credit Agreement or any definition directly or indirectly used therein or in Appendix I of the Credit Agreement shall be determined on the basis of

    
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    generally accepted accounting principles not including the CECL GAAP Change, and (ii) for all fiscal quarters ended after January 1, 2020, all financial results and calculations used in determining
      compliance with the covenants in Article 5 of the Credit Agreement or any definition directly or indirectly used therein or in Appendix I of the Credit Agreement shall be determined on the basis of generally accepted accounting
      principles including the CECL GAAP Change.  As a result, the four full fiscal quarter period ending September 30, 2020, will include one fiscal quarter (the fiscal quarter ended December 31, 2019) of financial reporting determined on the basis of
      generally accepted accounting principles not including the CECL GAAP Change and three fiscal quarters (the fiscal quarters ended March 31, June 30 and September 30, 2020) of financial reporting determined on the basis of generally accepted accounting
      principles including the CECL GAAP Change.

    SECTION 4. Sixth Amendment Effective Date Conditions.  This Amendment shall
      become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Sixth Amendment Effective Date”):

    (a) The Administrative Agent’s receipt of this Amendment, duly executed by an
      authorized officer of each signing Credit Party, the Required Banks and the Administrative Agent.

    (b) The fact that immediately prior to and after giving effect to this Amendment, no
      Default has occurred and is continuing.

    (c) 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) 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 specific date).

    (d) The Borrower shall have consummated (or shall consummate concurrently with the
      Sixth Amendment Effective Date) the Senior Note Issuance and shall have prepaid (or shall prepay concurrently with the Sixth Amendment Effective Date) a portion of the outstanding principal amount of the Term Loans, which shall be applied as
      specified pursuant to Section 2 above, in an amount equal to (i) if the aggregate principal face amount of the Senior Notes Issuance is $500,000,000, then 100% of the aggregate net cash proceeds from the Senior Note Issuance, (ii) if the
      aggregate principal face amount of the Senior Notes Issuance is greater than $500,000,000 but less than or equal to $600,000,000, then (A) 100% of the aggregate net cash proceeds that would have been received by the Borrower from a $500,000,000
      aggregate principal face amount Senior Note Issuance and (B) for the avoidance of doubt, 0% of the aggregate net cash proceeds attributable to that portion of the aggregate principal face amount of the Senior Note Issuance in excess of $500,000,000,
      and (iii) if the aggregate principal face amount of the Senior Notes Issuance is greater than $600,000,000, then an amount equal to the sum of (A) 100% of the aggregate net cash proceeds that would have been received by the Borrower from a
      $500,000,000 aggregate principal face amount Senior Note Issuance and (B) 85% of the aggregate net cash proceeds attributable to that portion of the aggregate principal face amount of the Senior Note Issuance in excess of $600,000,000.  For purposes
      of this paragraph, “net cash proceeds” shall be the net cash proceeds from the Senior Note Issuance after all fees, costs and expenses related to the Senior Note Issuance and this Amendment.

    (e) Payment by the Borrower to the Administrative Agent for the account of each
      Consenting Bank of upfront fees previously agreed to between the Borrower and Wells Fargo Securities, LLC.

    (f) Payment of all fees to Wells Fargo Securities, LLC required to be paid in
      connection with this Amendment.

    
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    SECTION 5. Acknowledgement and Confirmation.  Each of the Credit Parties party
      hereto hereby agrees that with respect to each Credit Document to which it is a party, after giving effect to this Amendment and the transactions contemplated hereunder, all of its obligations, liabilities and indebtedness under such Credit Document,
      including guarantee obligations, shall, except as set forth herein or in the Credit Agreement, remain in full force and effect on a continuous basis.

    SECTION 6. Limited Effect.  Except as provided herein, the Existing Credit
      Agreement and the other Credit Documents shall remain unmodified and in full force and effect.  This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Existing
      Credit Agreement or any other Credit Document other than as set forth herein, (b) to prejudice any right or rights that the Administrative Agent or the Banks may now have or may have in the future under or in connection with the Existing Credit
      Agreement or the other Credit Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, other than as set forth herein, or (c) to be a commitment or any
      other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any other waiver, amendment, modification or any other change to the Existing Credit
      Agreement or the other Credit Documents or any rights or remedies arising in favor of the Banks or the Administrative Agent, or any of them, under or with respect to any such documents.

    SECTION 7. Costs and Expenses.  The Borrower hereby reconfirms its obligations
      pursuant to Section 10.3(a) of the Credit Agreement to pay and reimburse the Administrative Agent in accordance with the terms thereof.

    SECTION 8. Representations and Warranties. To induce the Administrative Agent
      and the Consenting Banks to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Consenting 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 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 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 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, 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 and the Consenting 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 9. Reference to and Effect on the Credit Agreement and the Credit
        Documents.

    (a) On and after the Sixth Amendment Effective Date, each reference in the Credit
      Agreement to “this Agreement,” “herein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the

    
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    Credit Agreement, and each reference in the Notes and each of the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
      Agreement, shall mean and be a reference to the Credit Agreement, after giving effect to this Amendment.

    (b) Except as specifically provided above, the Credit Documents shall remain in full
      force and effect and are hereby ratified and confirmed in all respects.  Except as provided herein, the execution, delivery, and effectiveness of this Amendment shall not 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 is a Credit Document and is subject to the terms and
      conditions of the Credit Agreement.

    SECTION 10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    SECTION 11. Counterparts. This Amendment may be signed in any number of
      counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart to this Amendment by facsimile transmission or by electronic mail in pdf
      format shall be as effective as delivery of a manually executed counterpart hereto.

    [The remainder of this page is intentionally left blank.]

    
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    IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date 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 Guarantor

    

    

    

    

    By:/s/ J. Jeffrey Chesnut 

    Name: J. Jeffrey Chesnut

    Title: Senior Vice President and Treasurer

    

    

    

    

    

    

    ALLIANCE DATA FOREIGN HOLDINGS, INC., as Guarantor

    

    

    

    

    By:/s/ Jeffrey L. Fair 

    Name: Jeffrey L. Fair

    Title: Vice President, Tax

    ADS FOREIGN HOLDINGS, INC., as Guarantor

    

    

    

    

    By:/s/ Jeffrey L. Fair 

    Name: Jeffrey L. Fair

    Title: Vice President, Tax

    COMENITY LLC, as Guarantor

    

    

    

    

    By:/s/ Jeffrey L. Fair 

    Name: Jeffrey L. Fair

    Title: Vice President, Tax

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    COMENITY SERVICING LLC, as Guarantor

    

    

    

    

    By:/s/ Jeffrey L. Fair 

    Name: Jeffrey L. Fair

    Title: Vice President, Tax

    ALLIANCE DATA INTERNATIONAL LLC, as Guarantor

    By: ALLIANCE DATA FOREIGN HOLDINGS, INC., its sole member

    

    

    By:/s/ Jeffrey L. Fair 

    Name: Jeffrey L. Fair

    Title: Vice President, Tax

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Bank

    By:/s/ Grainne M. Pergolini 

    Name: Grainne M. Pergolini

    Title: Managing Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    BANK OF AMERICA, N.A. , as a Bank

    

    

    

    

    By:/s/ Molly Daniello 

    Name: Molly Daniello

    Title: Director 

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    MUFG BANK, LTD., as a Bank

    

    

    

    

    By:/s/ Ted Jurgielewicz 

    Name: Ted Jurgielewicz

    Title: Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    JPMORGAN CHASE BANK, N.A., as a Bank

    

    

    

    

    By:/s/ Christine Lathrop 

    Name: Christine Lathrop

    Title: Executive Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    MIZUHO BANK, LTD., as a Bank

    

    

    

    

    By:/s/ Tracy Rahn 

    Name: Tracy Rahn

    Title: Executive Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    TRUIST BANK, AS SUCCESSOR BY MERGER TO SUNTRUST BANK, as a Bank

    

    

    

    

    By:/s/ Justin Lien 

    Name: Justin Lien

    Title: Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Bank

    

    

    

    

    By:/s/ Matthew Lewis 

    Name: Matthew Lewis

    Title: Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    THE BANK OF NOVA SCOTIA, as a Bank

    

    

    

    

    By:/s/ Sunny Yang 

    Name: Sunny Yang

    Title: Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    BNP PARIBAS, as a Bank

    

    

    

    

    By:/s/ Marguerite L. Lebon 

    Name: Marguerite L. Lebon

    Title: Vice President

    

    

    

    

    By:/s/ Michael Guidice 

    Name: Michael Guidice

    Title: Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    ROYAL BANK OF CANADA, as a Bank

    

    

    

    

    By:/s/ Allan Kortan 

    Name: Allan Kortan

    Title: Authorized Signatory

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    SUMITOMO MITSUI BANKING CORPORATION, as a Bank

    

    

    

    

    By:/s/ Michael Maguire 

    Name: Michael Maguire

    Title: Authorized Signatory

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    CITIZENS BANK, NATIONAL ASSOCIATION, as a Bank

    

    

    

    

    By:/s/ Jason Hembree 

    Name: Jason Hembree

    Title: Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Bank

    

    

    

    

    By:/s/ Dominic Sorresso 

    Name: Dominic Sorresso

    Title: Authorizd Signatory

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    BANCO BILBAO VIZCAYA ARGENTERIA, S.A. NEW YORK BRANCH, as a Bank

    

    

    

    

    By:/s/ Cara Younger 

    Name: Cara Younger

    Title: Executive Director

    

    

    

    

    

    

    By:/s/ Miriam Trautmann 

    Name: Miriam Trautmann

    Title: Senior Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    KEYBANK NATIONAL ASSOCIATION, as a Bank

    

    

    

    

    By:/s/ James Cribbett 

    Name: James Cribbett

    Title: SVP

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    REGIONS BANK, as a Bank

    

    

    

    

    By:/s/ Jason Douglas 

    Name: Jason Douglas

    Title: Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    U.S. BANK NATIONAL ASSOCATION, as a Bank

    

    

    

    

    By:/s/ Marc Ruska 

    Name: Marc Ruska

    Title: Senior Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    RAYMOND JAMES BANK, N.A., as a Bank

    

    

    

    

    By:/s/ Joseph A. Ciccolini 

    Name: Joseph A. Ciccolini

    Title: Senior Vice President

    

    

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    DEUTSCHE BANK AG, NEW YORK BRANCH, as a Bank

    

    

    

    

    By:/s/ Annie Chung 

    Name: Annie Chung

    Title: Director

    

    

    

    

    By:/s/ Ming K Chu 

    Name: Ming K Chu

    Title: Director

    

    

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    SYNOVUS BANK, as a Bank

    

    

    

    

    By:/s/ Robert Haley 

    Name: Robert Haley

    Title: Officer

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    THE NORTHERN TRUST COMPANY, as a Bank

    

    

    

    

    By:/s/ Will Hicks 

    Name: Will Hicks

    Title: Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    MORGAN STANLEY SENIOR FUNDING, INC., as a Bank

    

    

    

    

    By:/s/ Christopher Winthrop 

    Name: Christopher Winthrop

    Title: Authorized Signatory

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    ASSOCIATED BANK, N.A., as a Bank

    

    

    

    

    By:/s/ Dean H. Rosenthals 

    Name: Dean H. Rosenthals

    Title: SVP

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    THE HUNTINGTON NATIONAL BANK, as a Bank

    

    

    

    

    By:/s/ Dan Swanson 

    Name: Dan Swanson

    Title: Vice President

    

    

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    CITIBANK, N.A., as a Bank

    

    

    

    

    By:/s/ Marina Donskaya 

    Name: Marina Donskaya

    Title: Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    CADENCE BANK, N.A., as a Bank

    

    

    

    

    By:/s/ Hannah Dempsey 

    Name: Hannah Dempsey

    Title: Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    

    

    TAIWAN COOPERATIVE BANK LTD., ACTING THROUGH ITS NEW YORK BRANCH, as a Bank

    

    

    

    

    By:/s/ Li Yin Wang 

    Name: Li Yin Wang

    Title: Deputy General Manager

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    BANCO DE SABADELL, S.A. – MIAMI BRANCH, as a Bank

    

    

    

    

    By:/s/ Ignacio Alcaraz 

    Name: Ignacio Alcaraz

    Title: Head of Structured Finance Americas

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    TAIWAN BUSINESS BANK NEW YORK, as a Bank

    

    

    

    

    By:/s/ Kevin Tsai 

    Name: Kevin Tsai

    Title: Loan Manager

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    FIRST HAWAIIAN BANK, as a Bank

    

    

    

    

    By:/s/ Christopher M. Yasuma 

    Name: Christopher M. Yasuma

    Title: Vice President

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as a Bank

    

    

    

    

    By:/s/ Wan-Chin Chang 

    Name: Wan-Chin Chang

    Title: V.P. & General Manager

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    

    

    VIRTUS SEIX FLOATING RATE HIGH INCOME FUND, as a Lender

    

    

    By: SEIX INVESTMENT ADVISORS LLC, as Subadvisor

    

    

    

    

    By:/s/ George Goudelias 

    Name: George Goudelias

    Title: Managing Director

    

    

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    FIRST NATIONAL BANK OF OMAHA, as a Bank

    

    

    

    

    By:/s/ Dale Ervin 

    Name: Dale Ervin

    Title: Director

    
      
        
          Alliance Data Systems Corporation

          Sixth Amendment to Amended and Restated Credit Agreement

          Signature Page

        

      

      
        


    

    MIDFIRST BANK, as a Bank

    

    

    

    

    By:/s/ Tim Daniels 

    Name: Tim Daniels

    Title: Managing Director

    

    

    

    

    

    

    

    

  

  
    
      Alliance Data Systems Corporation

      Sixth Amendment to Amended and Restated Credit Agreement

      Signature Page