Exhibit 10.2

    

     

    

    FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2019, 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, upon the consummation of the Epsilon Transaction, the Guaranty of the Guaranteed Obligations by
      each of Epsilon Data Management LLC, Aspen Marketing Services LLC, Commission Junction LLC and Conversant LLC was terminated, and each such Person ceased to be Guarantor and was released from its duties and obligations under the Existing 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 Fourth 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, the Existing Credit Agreement is hereby amended as follows:

    (a) Article 1 of the Existing
        Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

    “Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrower giving due consideration to
      (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to
      the London Interbank Offered Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the
      purposes of this Agreement.

    “Benchmark Replacement Adjustment” means, with respect to any replacement of the London Interbank Offered Rate with an Unadjusted Benchmark Replacement for

    
      
        


    

    
    

    

    each applicable Interest Period, the spread adjustment, or method for calculating or
      determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or
      method for calculating or determining such spread adjustment, for the replacement of the London Interbank Offered Rate with the applicable
      Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of
      the London Interbank Offered Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit
      facilities at such time.

    “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,”
      the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent (in consultation with the Borrower) decides may be appropriate to reflect
      the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any
      portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the
      Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

    “Benchmark Replacement Date” means the earlier to occur of the following events with respect to the London Interbank Offered Rate:

    
      
        (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and
          (ii) the date on which the administrator of the London Interbank Offered Rate permanently or indefinitely ceases to provide the London
          Interbank Offered Rate; and

        (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

      

    

    “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the London Interbank Offered Rate:

    
      
        (a) a public statement or publication of information by or on behalf of the administrator of the London Interbank Offered Rate announcing that such administrator has ceased or will cease to provide the London Interbank Offered Rate, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the London Interbank Offered Rate;

      

    

    
      
        (b) a public statement or publication of information by the regulatory supervisor for the administrator of the London Interbank Offered Rate, the U.S. Federal Reserve System, an insolvency
          official with jurisdiction over the administrator for the London Interbank Offered Rate, a resolution authority with jurisdiction over the

      

    

    
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    administrator for the London Interbank Offered Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the London Interbank Offered Rate, which states that the
      administrator of the London Interbank Offered Rate has ceased or will cease to provide the London Interbank Offered Rate permanently or indefinitely; provided
      that, at the time of such statement or publication, there is no successor administrator that will continue to provide the London Interbank Offered Rate; or

    
      
        (c) a public statement or publication of information by the regulatory supervisor for the administrator of the London Interbank Offered Rate announcing that the London Interbank Offered Rate is no longer
          representative.

      

    

    “Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a
      public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90
      days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Banks, as applicable, by notice to the Borrower, the
      Administrative Agent (in the case of such notice by the Required Banks) and the Banks.

    “Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the London Interbank Offered Rate and solely to the extent that the London Interbank Offered Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced
      the London Interbank Offered Rate for all purposes hereunder in accordance with Section 8.8 and (b) ending at the time that a Benchmark Replacement has replaced the London Interbank Offered Rate for all purposes hereunder pursuant to Section 8.8.

    “Consolidated Tangible Net Worth” means, as of any date of determination, stockholders’ equity of the Borrower minus the sum of intangible assets (net) and goodwill, in each case as those items appear on the consolidated balance sheet of the Borrower on such date, all as determined in accordance with GAAP.

    “Early Opt-in Election” means the occurrence of:

    
      
        (a) (i) a determination by the Administrative Agent or (ii) a notification by the Required Banks to the Administrative Agent (with a copy to the Borrower) that the Required Banks have
          determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 8.8 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the London Interbank Offered Rate, and

      

    

    
      
        (b) (i) the election by the Administrative Agent or (ii) the election by the Required Banks to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the
          Administrative Agent of written notice of such election to the

      

    

    
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    Borrower and the Banks or by the Required Banks of written notice of such election to
      the Administrative Agent (with a copy to the Borrower).

    “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

    “Fourth Amendment” means the Fourth Amendment to Amended and Restated Credit Agreement, dated as of December 20, 2019.

    “Fourth Amendment Effective Date” means December 20, 2019.

    “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal
      Reserve Bank of New York or any successor thereto.

    “SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor
      administrator) on the Federal Reserve Bank of New York’s Website.

    “Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

    “Triggering Event” means, on any date of determination following the Fourth Amendment Effective Date, the occurrence of both of the following conditions: (a) the consummation of a sale, lease or other
      transfer by the Borrower and its Subsidiaries of assets in reliance solely on the exception set forth in Section 5.7(d)(i) for total consideration in excess of $200,000,000 during the most recently ended fiscal quarter prior to such date, and (b) for
      the four fiscal quarters most recently ended on or prior to such date, consolidated total revenues from the Borrower’s “card services segment” for such period having exceeded 90% of consolidated total revenues of the Borrower and its Consolidated
      Subsidiaries for such period, calculated on a pro forma basis as if all such sales, leases or other transfers of assets set forth in clause (a) above during such period had occurred on the first day of such period.

    “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

    (b) The definition of “Comenity Bank”
        set forth in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

    “Comenity Bank” means, collectively, Comenity Bank, a Delaware state-chartered bank indirectly wholly-owned by the Borrower, and Comenity Capital Bank, a Utah industrial bank indirectly wholly-owned
      by the Borrower, in each case, including their successors and assigns.

    (c) The last paragraph in the definition of “London Interbank Offered Rate” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended and
        restated in its entirety as follows:

    
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    “Notwithstanding the foregoing, (x) in no event shall the London Interbank Offered Rate
      be less than 0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 8.8, in the
      event that a Benchmark Replacement with respect to the London Interbank Offered Rate is implemented then all references herein to the London Interbank Offered Rate shall be deemed references to such Benchmark Replacement.”

    (d) The definition of “Maturity Date”
        set forth in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

    ““Maturity Date” means December 31, 2022.”

    (e) Article 1 of the Existing
        Credit Agreement is hereby amended by adding the following new Section 1.5 thereto and in connection therewith the table of contents shall
        be amended to include a reference to “SECTION 1.5 Rates”:

    “SECTION 1.5 Rates.  The Administrative Agent does not warrant or accept
        responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “London Interbank Offered Rate” or with respect to any rate that is an alternative or
        replacement for or successor to any such rate (including, without limitation, any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.”

    (f) Section 2.5(b) of the
        Existing Credit Agreement is hereby amended and restated in its entirety as follows:

    “(b) Term Loans.  The Borrower unconditionally promises to pay to the Administrative Agent for the account of each
        Bank the then unpaid principal amount of the Term Loan (excluding any Incremental Term Loan, which Incremental Term Loans shall be governed by the applicable Incremental Amendment) of such Bank in consecutive quarterly installments payable on the
        last Business Day of each of March, June, September and December (commencing March 31, 2020), with each such installment being an aggregate principal amount for all Banks equal to the aggregate outstanding principal amount of the Term Loans on the
        Fourth Amendment Effective Date (after giving effect to the prepayment made on such date pursuant to the Fourth Amendment) times 1.25% per
        quarter, as the amounts of individual installments may be adjusted pursuant to Section 2.10 (and, if applicable, as may be required
        pursuant to Article 6 or Section 2.18);
        provided that to the extent not previously paid (A) the aggregate unpaid principal balance of the Non-Extended Term Loans shall be due and
        payable on the Maturity Date, (B) the aggregate unpaid principal balance of the Extended Term Loans shall be due and payable as provided in Section
            2.5(c) and (C) the aggregate unpaid principal balance of any Incremental Term Loans shall be due and payable as set forth in the applicable Incremental Amendment.”

    (g) Section 5.1(n) of the
        Existing Credit Agreement is hereby amended and restated in its entirety as follows:

    “(n) [Reserved]”

    
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    (h) Article 5 of the Existing
        Credit Agreement is hereby amended by adding the following new Section 5.13A thereto immediately following Section 5.13 and in connection therewith the table of contents shall be amended to include a reference to “SECTION 5.13A Minimum Consolidated Tangible Net Worth”:

     “SECTION 5.13A Minimum Consolidated Tangible Net Worth.  At all times
        following the first occurrence of a Triggering Event, the Borrower will not permit Consolidated Tangible Net Worth to be less than (a) 70% of Consolidated Tangible Net Worth as of the end of the fiscal quarter ended immediately prior to such
        Triggering Event for which financial statements have been provided pursuant to Section 5.1(a) or (b), as applicable, calculated after giving pro forma effect to the sale, lease or other transfer that gave rise to such Triggering Event as if such transaction had occurred on the first day
        of the period described in clause (b) of the definition of “Triggering Event”, plus (b) 50% of cumulative net income of the Borrower and
        its Consolidated Subsidiaries determined in accordance with GAAP for each fiscal quarter commencing with the fiscal quarter most recently ended subsequent to the fiscal quarter during which such Triggering Event occurred (excluding any fiscal
        quarter in which net income of the Borrower and its Consolidated Subsidiaries is negative), plus (c) 50% of the aggregate net cash proceeds
        received by the Borrower in consideration for the issuance of Capital Stock of the Borrower (other than issuances to (i) any Subsidiary or (ii) any current or former director, officer or employee, or estate, heir or family member thereof, or
        otherwise in connection with an employee benefit plan or similar arrangement) on or after such Triggering Event.”

    (i) Article 8 of the Existing
        Credit Agreement is hereby amended by adding the following new Section 8.8 thereto immediately following Section 8.7 and in connection therewith the table of contents shall be amended to include a reference to “SECTION 8.8 Effect of Benchmark Transition Event”:

    “SECTION 8.8 Effect of Benchmark Transition Event.

    (a) Benchmark Replacement.  Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent
        and the Borrower may amend this Agreement to replace the London Interbank Offered Rate with a Benchmark Replacement. Any such amendment
        with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Banks and the Borrower so long as the Administrative Agent has
        not received, by such time, written notice of objection to such amendment from Banks comprising the Required Banks. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Banks comprising the Required
        Banks have delivered to the Administrative Agent written notice that such Required Banks accept such amendment. No replacement of the London Interbank Offered Rate with a Benchmark Replacement pursuant to this Section 8.8 will occur prior to the applicable Benchmark
        Transition Start Date.

    (b) Benchmark Replacement Conforming Changes.  In connection with the implementation of a Benchmark Replacement, the Administrative Agent (in consultation with the Borrower) will have the right to make Benchmark Replacement
        Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement

    
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    Conforming Changes will become effective without any further action or consent of any
      other party to this Agreement.

    (c) Notices; Standards for Decisions and Determinations.  The Administrative Agent will promptly notify the Borrower and the Banks of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable,
        and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of
        any Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent or Banks pursuant to this Section
            8.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and
        binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 8.8.

    (d) Benchmark Unavailability Period.  Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Euro-Dollar Loan of, conversion to or continuation
        of Euro-Dollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate
        Loans.  During any Benchmark Unavailability Period, the component of the Base Rate based upon the London Interbank Offered Rate will not
        be used in any determination of the Base Rate.”

    (j) Section 10.5 of the
        Existing Credit Agreement is hereby amended by adding the following new paragraph at the end of such Section:

    “Notwithstanding anything to the contrary in this Agreement, the Administrative Agent
      and, if applicable, the Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents in order to implement any Benchmark Replacement
      or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 8.8 in accordance with the terms of Section 8.8.”

    (k) Article 10 of the
        Existing Credit Agreement is hereby amended by adding the following new Section 10.19 thereto and in connection therewith the table of
        contents shall be amended to include a reference to “SECTION 10.19 Acknowledgment Regarding Any Supported QFCs”:

    “SECTION 10.19 Acknowledgment Regarding Any Supported QFCs.  To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC
      (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
      Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of
      such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any
      other state of the United States):

    
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    (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of
        such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the
        same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a
        state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such
        Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC
        and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Bank shall
        in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

    (b) As used in this Section 10.19, the following terms have the following meanings:

    “BHC
          Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

    “Covered Entity” means any of the following:

    
      
        (i)     a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

      

    

    
      
        (ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

      

    

    
      
        (iii)   a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

      

    

    “Default
          Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

    “QFC”
      has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).”

    (l) Schedule I to the
        Existing Credit Agreement is hereby amended and restated in its entirety in the form of Schedule I attached hereto.

    SECTION 2.     Reduction in Revolving Credit Commitments.  Effective as of the Fourth Amendment Effective Date,
        the aggregate amount of the Revolving Credit Commitments of the Banks is hereby reduced to $750,000,000.00.  The Consenting Banks hereby agree that such reduction may be applied on a non-pro rata basis to reduce the Revolving Credit Commitments of
        each Bank that is not a

    
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    Consenting Bank (each, a “Non-Consenting
          Bank”) in full, with the remaining reduction to be applied to reduce the Revolving Credit Commitment of each Consenting Bank holding a Revolving Credit Commitment as of the Fourth Amendment Effective Date such that the Revolving Credit
      Commitment of each Bank on the Fourth Amendment Effective Date (after giving effect to the reduction in the Revolving Credit Commitments set forth above) shall be as set forth on Schedule I attached hereto.

    SECTION 3.     Prepayment of Term Loans.  In connection with the effectiveness of this Amendment, the Borrower
        may, in its sole and absolute discretion, elect to issue senior unsecured notes (the “Senior Note Issuance”).  If the Borrower consummates
        the Senior Note Issuance prior to or contemporaneously with the Fourth Amendment Effective Date, the Borrower will prepay the outstanding principal amount of the Term Loans to $2,028,800,000.  The Consenting Banks hereby agree that the net cash
        proceeds from the Senior Note Issuance may be applied on a non-pro rata basis to prepay the outstanding Term Loans and Revolving Loans of the Non-Consenting Banks in full, with the remaining net cash proceeds to be applied to prepay Term Loans each
        Consenting Bank such that the outstanding principal amount of the Term Loans of each Bank on the Fourth Amendment Effective Date (after giving effect to any prepayment of the Term Loans with the proceeds of the Senior Notes Issuance or otherwise
        prior to or contemporaneously with the Fourth Amendment Effective Date) shall be as set forth on Schedule I attached hereto.

    SECTION 4.     Extension of Maturity Date.

    (a) Pursuant to Section 2.18
        of the Existing Credit Agreement, each Consenting Bank hereby agrees to extend the Maturity Date with respect to (i) the Revolving Credit Commitment of such Consenting Bank and (ii) the outstanding Term Loans of such Consenting Bank (each, an “Extended Term Loan”), in each case as provided herein.

    (b) The Extended Term Loans shall be required to be repaid as provided in Section 2.5(b) of the Credit Agreement; provided that to the extent not previously paid,
        the aggregate unpaid principal balances of the Extended Term Loans shall be due and payable on the Maturity Date.

    (c) On the Fourth Amendment Effective Date, the Revolving Credit Commitment, Revolving Credit Exposure and outstanding Term Loans of each
        Non-Consenting Bank shall be repaid in full and terminated, and each Non-Consenting Bank shall cease to be a Bank for all purposes of the Loan Documents (but shall retain all rights, including in respect of indemnity and reimbursement, which by
        their express terms would survive the expiration or termination of the Commitments and the termination of the Existing Credit Agreement).

    SECTION 5.     Fourth 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 “Fourth Amendment Effective Date”):

    (a) The Administrative Agent’s receipt of this Amendment, duly executed by an authorized officer of each signing Credit Party, the
        Consenting Banks (which shall, after giving effect to this Amendment, constitute all of the 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

    
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    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).

    (d) If the Borrower has consummated the Senior Note Issuance, the Borrower shall have prepaid the Term Loans with the net cash proceeds
        from the issuance of the Senior Note Issuance pursuant to Section 3.

    (e) The Administrative Agent shall have received, in form and substance reasonably satisfactory thereto, all documents the Administrative
        Agent may reasonably request relating to the corporate authority and incumbency of each Credit Party.

    (f) 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 the Administrative Agent.

    (g) Payment of all fees to the Arrangers required to be paid in connection with this Amendment.

    SECTION 6.     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 7.     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 8.     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 9.     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

    
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    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 10.     Reference to and Effect on the Credit Agreement and the Credit Documents.

    (a) On and after the Fourth 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 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, as amended by 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 11.     Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
        THE STATE OF NEW YORK.

    SECTION 12.     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.]

    
      11

      
        


    

    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/ J. Jeffrey Chesnut 

    Name:  J. Jeffrey Chesnut

    Title:    Treasurer

    ADS FOREIGN HOLDINGS, INC., as Guarantor

    

    

    

    

    By:  /s/ J. Jeffrey Chesnut 

    Name:  J. Jeffrey Chesnut

    Title:    Treasurer

    COMENITY LLC, as Guarantor

    

    

    

    

    By:  /s/ Jeffrey L. Fair 

    Name:  Jeffrey L. Fair

    Title:    Vice
        President, Tax

    
      
        Alliance Data Systems Corporation

        Fourth 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/ J. Jeffrey Chesnut 

    Name:  J. Jeffrey Chesnut

    Title:    Treasurer

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

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

    By:  /s/ Justin Arena 

    Name:  Justin Arena

    Title:    Managing Director

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

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

    

    

    

    

    By:  /s/ Casey Richardson 

    Name:  Casey Richardson

    Title:    Vice President 

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    MUFG BANK, LTD., as a Bank

    

    

    

    

    By:  /s/ Matthew Antioco 

    Name:  Matthew Antioco

    Title:    Director

    
      
        Alliance Data Systems Corporation

        Fourth 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:    Vice President

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    MIZUHO BANK, LTD., as a Bank

    

    

    

    

    By:  /s/ Donna DeMagistris 

    Name:  Donna DeMagistris

    Title:    Authorized Signatory

    
      
        Alliance Data Systems Corporation

        Fourth 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

        Fourth 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

        Fourth 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

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    BNP PARIBAS, as a Bank

    

    

    

    

    By:  /s/ Ade Adedeji 

    Name:  Ade Adedeji

    Title:    Director

    

    

    By:  /s/ Brendan Heneghan 

    Name:  Brendan Heneghan

    Title:    Director

    

    

    
      
        Alliance Data Systems Corporation

        Fourth 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

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    SUMITOMO MITSUI BANKING CORPORATION, as a Bank

    

    

    

    

    By:  /s/ Michael Maguire 

    Name:  Michael Maguire

    Title:    Executive Director

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    CITIZENS BANK, NATIONAL ASSOCIATION, as a Bank

    

    

    

    

    By:  /s/ Douglas M. Kennedy 

    Name:  Douglas M. Kennedy

    Title:    Senior Vice President

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

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

    

    

    

    

    By:  /s/ Andrew R. Campbell 

    Name:  Andrew R. Campbell

    Title:    Authorized Signatory

    

    

    By:  /s/ Melissa E. Brown 

    Name:  Melissa E. Brown

    Title:    Authorized Signatory

    

    

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

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

    

    

    

    

    By:  /s/ Stephen Johnson 

    Name:  Stephen Johnson

    Title:    Managing Director

    

    

    

    

    By:  /s/ Miriam Trautmann 

    Name:  Miriam Trautmann

    Title:    Senior Vice President

    

    

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    KEYBANK NATIONAL ASSOCIATION, as a Bank

    

    

    

    

    By:  /s/ James Cribbet 

    Name:  James Cribbet

    Title:    SVP

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    REGIONS BANK, as a Bank

    

    

    

    

    By:  /s/ Stephanie Herndon 

    Name:  Stephanie Herndon

    Title:    Assistant Vice President

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    U.S. BANK, NATIONAL ASSOCIATION, as a Bank

    

    

    

    

    By:  /s/ Callen M. Strunk 

    Name:  Callen M. Strunk

    Title:    Vice President

    
      
        Alliance Data Systems Corporation

        Fourth 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 –
        Corporate Banking

    

    

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank

    

    

    

    

    By:  /s/ Ming K. Chu 

    Name:  Ming K. Chu

    Title:    Director

    

    

    

    

    By:  /s/ Annie Chung 

    Name:  Annie Chung

    Title:    Director

    

    

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    SYNOVUS BANK, as a Bank

    

    

    

    

    By:  /s/ Robert Haley 

    Name:  Robert Haley

    Title:    Corporate Banker

    
      
        Alliance Data Systems Corporation

        Fourth 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

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    MORGAN STANLEY SENIOR FUNDING, INC., as a Bank

    

    

    

    

    By:  /s/ Alysha Salinger 

    Name:  Alysha Salinger

    Title:    Vice President

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    ASSOCIATED BANK, N.A., as a Bank

    

    

    

    

    By:  /s/ Dean Rosencrans 

    Name:  Dean Rosencrans

    Title:    Senior Vice President

    
      
        Alliance Data Systems Corporation

        Fourth 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

        Fourth 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

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    CADENCE BANK, N.A., as a Bank

    

    

    

    

    By:  /s/ Todd Cornelius 

    Name:  Todd Cornelius

    Title:    EVP

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    LAND BANK OF TAIWAN LOS ANGELES BRANCH, as a Bank

    

    

    

    

    By:  /s/ Kuang Wei Chang 

    Name:  Kuang Wei Chang

    Title:    V.P. & General Manager

    
      
        Alliance Data Systems Corporation

        Fourth 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 Hua Huang 

    Name:  Li Hua Huang

    Title:    SVP & General Manager

    
      
        Alliance Data Systems Corporation

        Fourth 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

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    TAIWAN BUSINESS BANK LTD – NEW YORK BRANCH, as a Bank

    

    

    

    

    By:  /s/ Melissa Cheng 

    Name:  Melissa Cheng

    Title:    Deputy General Manager

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    FIRST HAWAIIAN BANK, as a Bank

    

    

    

    

    By:  /s/ Todd T. Nitta 

    Name:  Todd T. Nitta

    Title:    Senior Vice President

    
      
        Alliance Data Systems Corporation

        Fourth 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:    VP & General Manager

    

    

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    HUA NAN COMMERCIAL BANK LTD. LOS ANGELES, as a Bank

    

    

    

    

    By:  /s/ Gray Hsu 

    Name:  Gray Hsu

    Title:    V.P. & General Manager

    
      
        Alliance Data Systems Corporation

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    VIRTUS SEIX FLOATING RATE HIGH INCOME FUND,

    By: Seix Investment Advisors LLC, as Subadviser

    

    

    

    

    

    

    By:  /s/ Deirdre A. Dillon, Esq. 

    Name:  Deirdre A. Dillon, Esq.

    Title:    Chief Compliance Officer

    

    

    
      
        Alliance Data Systems Corporation

        Fourth 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:    Senior Advisor

    
      
        Alliance Data Systems Corporation

        Fourth 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

        Fourth Amendment to Amended and Restated Credit Agreement

        Signature Page

      

      
        


    

    

    

    SCHEDULE I

    

    

    TERM LOANS AND REVOLVING CREDIT COMMITMENTS

    (as of the Fourth Amendment Effective Date)

    

    

    	
            BANK

          	 	
            OUTSTANDING TERM LOANS

          	 	 	
            REVOLVING CREDIT COMMITMENT

          	 
	
            Wells Fargo Bank, National Association

          	 	
            $

          	
            128,261,391.37

          	 	 	
            $

          	
            48,325,657.26

          	 
	
            Bank of America, N.A.

          	 	 	
            128,261,391.25

          	 	 	 	
            48,325,657.27

          	 
	
            MUFG Bank, Ltd.

          	 	 	
            128,261,391.25

          	 	 	 	
            48,325,657.27

          	 
	
            JPMorgan Chase Bank, N.A.

          	 	 	
            109,129,155.07

          	 	 	 	
            44,041,450.78

          	 
	
            Mizuho Bank, Ltd.

          	 	 	
            109,129,155.07

          	 	 	 	
            44,041,450.78

          	 
	
            Truist Bank

          	 	 	
            109,129,155.07

          	 	 	 	
            44,041,450.78

          	 
	
            Fifth Third Bank, National Association

          	 	 	
            100,570,005.66

          	 	 	 	
            49,222,797.94

          	 
	
            The Bank of Nova Scotia

          	 	 	
            100,570,005.66

          	 	 	 	
            40,587,219.34

          	 
	
            BNP Paribas

          	 	 	
            100,570,005.66

          	 	 	 	
            40,587,219.34

          	 
	
            Royal Bank of Canada

          	 	 	
            100,570,005.66

          	 	 	 	
            40,587,219.34

          	 
	
            Sumitomo Mitsui Banking Corporation

          	 	 	
            100,570,005.66

          	 	 	 	
            40,587,219.34

          	 
	
            Citizens Bank, National Association

          	 	 	
            98,620,618.15

          	 	 	 	
            25,906,735.75

          	 
	
            Canadian Imperial Bank of Commerce, New York Agency

          	 	 	
            85,591,494.20

          	 	 	 	
            34,542,314.33

          	 
	
            Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

          	 	 	
            64,193,620.64

          	 	 	 	
            25,906,735.75

          	 
	
            Keybank National Association

          	 	 	
            50,775,919.04

          	 	 	 	
            25,906,735.75

          	 
	
            Regions Bank

          	 	 	
            53,494,683.88

          	 	 	 	
            21,588,946.46

          	 
	
            U.S. Bank National Association

          	 	 	
            53,494,683.88

          	 	 	 	
            21,588,946.46

          	 
	
            Raymond James Bank, N.A.

          	 	 	
            75,000,000.00

          	 	 	 	
            0.00

          	 
	
            Deutsche Bank AG, New York Branch

          	 	 	
            33,544,253.99

          	 	 	 	
            23,848,589.52

          	 
	
            Synovus Bank

          	 	 	
            50,000,000.00

          	 	 	 	
            0.00

          	 
	
            The Northern Trust Company

          	 	 	
            32,096,810.32

          	 	 	 	
            12,953,367.88

          	 
	
            Morgan Stanley Senior Funding, Inc.

          	 	 	
            25,140,876.55

          	 	 	 	
            17,271,157.17

          	 
	
            Associated Bank, N.A.

          	 	 	
            38,500,000.00

          	 	 	 	
            0.00

          	 
	
            The Huntington National Bank

          	 	 	
            25,677,448.27

          	 	 	 	
            10,362,694.30

          	 
	
            Citibank, N.A.

          	 	 	
            0.00

          	 	 	 	
            34,542,314.33

          	 
	
            Cadence Bank, N.A.

          	 	 	
            12,838,724.11

          	 	 	 	
            5,181,347.15

          	 
	
            Land Bank of Taiwan Los Angeles Branch

          	 	 	
            16,772,126.99

          	 	 	 	
            0.00

          	 
	
            Taiwan Cooperative Bank Ltd. – New York Branch

          	 	 	
            16,772,126.99

          	 	 	 	
            0.00

          	 
	
            Banco de Sabadell, S.A. – Miami Branch

          	 	 	
            15,000,000.00

          	 	 	 	
            0.00

          	 
	
            Taiwan Business Bank New York

          	 	 	
            13,417,701.60

          	 	 	 	
            0.00

          	 
	
            First Hawaiian Bank

          	 	 	
            10,190,659.43

          	 	 	 	
            0.00

          	 
	
            Chang Hwa Commercial Bank, Ltd., Los Angeles Branch

          	 	 	
            10,063,276.20

          	 	 	 	
            0.00

          	 
	
            Hua Nan Commercial Bank Ltd., Los Angeles

          	 	 	
            10,063,276.20

          	 	 	 	
            0.00

          	 
	
            SEIX Investment Advisors LLC

          	 	 	
            9,168,196.62

          	 	 	 	
            0.00

          	 
	
            First National Bank of Omaha

          	 	 	
            6,568,062.60

          	 	 	 	
            1,727,115.71

          	 
	
            Midfirst Bank

          	 	 	
            6,793,772.96

          	 	 	 	
            0.00

          	 
	
            TOTAL

          	 	
            $

          	
            2,028,800,000.00

          	 	 	
            $

          	
            750,000,000.00