ALLIANCE DATA SYSTEMS CORPORATION FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT Senior Notes $250,000,000 6.00% Senior Notes, Series A, due May 16, 2009 $250,000,000 6.14% Senior Notes, Series B, due May 16, 2011Note Purchase Agreement • October 23rd, 2007 • Alliance Data Systems Corp • Services-business services, nec • New York
Reference is made to the Note Purchase Agreement dated as of May 1, 2006 (the “Note Agreement”) between Alliance Data Systems Corporation, a Delaware corporation (the “Company”), and you pursuant to which the Company issued $500,000,000 aggregate principal amount of its Senior Notes, consisting of $250,000,000 6.00% Senior Notes, Series A, due May 16, 2009 and $250,000,000 6.14% Senior Notes, Series B, due May 16, 2011 (collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Note Agreement, as amended by this First Amendment to Note Purchase Agreement (this “First Amendment”).
Note Purchase Agreement for Alliance Data Debt Securities Amended; Cash Tender Offer and Related Consent Solicitation and Prepayment Offer TerminatedNote Purchase Agreement • October 23rd, 2007 • Alliance Data Systems Corp • Services-business services, nec
DALLAS/NEW YORK, October 23, 2007—As previously announced, Alliance Data Systems Corporation (“Alliance Data” or the “Company”) has agreed to be merged with Aladdin Merger Sub, Inc. (“Merger Sub”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 17, 2007, among the Company, Aladdin Holdco, Inc. and Merger Sub, with the Company continuing as the surviving corporation (the “Merger”). Upon completion of the Merger, the Company will become an affiliate of The Blackstone Group.
