Second Amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO 
 CREDIT
AGREEMENT 
 This Second Amendment to Credit Agreement (this “Amendment”) is dated as of
December 21, 2007 by and among Alliance Data Systems Corporation (the “Borrower”), the Guarantors party hereto, the Banks party hereto, and Bank of Montreal, 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 dated as of January 24, 2007 (the “Credit Agreement”); and

 WHEREAS, the Borrower, the Guarantor, the Banks and the Administrative Agent desire to amend the Credit Agreement to extend
the Maturity Date 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: 
 ARTICLE I 
 AMENDMENTS 
 1.1 The definition of “Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as
follows: 
 “Maturity Date” means March 31, 2008. 
 1.2 Section 2.16 of the Credit Agreement is hereby amended in its entirety and as so amended shall read as follows: 
 Section 2.16. [Intentionally Omitted]. 
 1.3 Appendix I to the Credit Agreement is hereby amended in its entirety and as so amended shall read as Appendix I to this Amendment. 
 ARTICLE II 
 CONDITIONS PRECEDENT 
 2. Article I of this Amendment shall become effective 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 Banks; and

 (b) the Administrative Agent shall have received the fees separately agreed to with the Borrower. 







 ARTICLE III 
 MISCELLANEOUS 
 3.1. 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. 

3.2. 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. 
 3.3. 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.

 3.4. 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 New York. 
 [SIGNATURE PAGES TO FOLLOW] 
  

 - 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
	Title	 	SVP and Treasurer
	
	 ADS ALLIANCE DATA SYSTEMS, INC., as a Guarantor

		
	 By
	 	 /s/ Robert P. Armiak

	 Name
	 	Robert P. Armiak
	 Title
	 	SVP and Treasurer
	
	 EPSILON MARKETING SERVICES, LLC, as a Guarantor

		
	 By
	 	 /s/ Alan M. Utay

	 Name
	 	Alan M. Utay
	 Title
	 	Vice President
	
	 EPSILON DATA MANAGEMENT, LLC, as a Guarantor

		
	 By
	 	 /s/ Alan M. Utay

	 Name
	 	Alan M. Utay
	 Title
	 	Vice President
	
	 ALLIANCE DATA FOREIGN HOLDINGS, INC., as a Guarantor


		
	 By
	 	 /s/ Alan M. Utay

	 Name
	 	Alan M. Utay
	 Title
	 	Vice President


  


					
		 	S-1	 	[Second Amendment]










			
	 BANK OF MONTREAL, as Administrative Agent

		
	 By
	 	 /s/ Mark W. Piekos

	 Name
	 	Mark W. Piekos
	 Title
	 	Managing Director
	
	 BMO CAPITAL MARKETS FINANCING, INC.

		
	 By
	 	 /s/ Mark W. Piekos

	 Name
	 	Mark W. Piekos
	 Title
	 	Managing Director


  


					
		 	S-2	 	[Second Amendment]









 Appendix I 
 PRICING SCHEDULE 
 “Euro-Dollar Margin” and
“Base Rate Margin” mean, (i) for any day during the period from the Effective Date through but excluding the first Start Date (as defined below) to occur on or about March 31, 2007, 0.90% per annum and 0% per annum,
respectively, and (ii) from and after the first day of any fiscal quarter of the Borrower beginning on or about March 31, 2007 (the “Start Date”) to and including the last day of such fiscal quarter, the applicable
percentage per annum set forth below for the applicable date in the appropriate row under the column corresponding to the Borrower’s Senior Leverage Ratio as calculated for the last day of the fiscal quarter of the Borrower ended immediately
prior to such Start Date; provided that at all times during which financial statements have not been delivered when required pursuant to Section 5.1(a) or (b), as the case may be, the Euro-Dollar Margin and Base Rate Margin shall be as
set forth below under the column heading “Level III.” 
 Effective Date through December 31, 2007: 
  

							
	 Status
	  	Level I	  	Level II	  	Level III
	 Senior Leverage Ratio
	  	<1.50	  	31.50 and <2.00	  	32.00
	 Euro-Dollar Margin
	  	0.60%	  	0.90%	  	1.20%
	 Base Rate Margin
	  	0%	  	0%	  	0%

 January 1, 2008 through January 31, 2008: 
  

							
	 Status
	  	Level I	  	Level II	  	Level III
	 Senior Leverage Ratio
	  	<1.50	  	31.50 and <2.00	  	32.00
	 Euro-Dollar Margin
	  	1.10%	  	1.40%	  	1.70%
	 Base Rate Margin
	  	0%	  	0%	  	0.20%

 February 1, 2008 through February 29, 2008: 
  

							
	 Status
	  	Level I	  	Level II	  	Level III
	 Senior Leverage Ratio
	  	<1.50	  	31.50 and <2.00	  	32.00
	 Euro-Dollar Margin
	  	1.35%	  	1.65%	  	1.95%
	 Base Rate Margin
	  	0%	  	0.15%	  	0.45%

 March 1, 2008 and thereafter: 
  

							
	 Status
	  	Level I	  	Level II	  	Level III
	 Senior Leverage Ratio
	  	<1.50	  	31.50 and <2.00	  	32.00
	 Euro-Dollar Margin
	  	1.60%	  	1.90%	  	2.20%
	 Base Rate Margin
	  	0.10%	  	0.40%	  	0.70%

  

 Appendix I