ALLIANCE DATA SYSTEMS CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 2, 2009 4.75% Convertible Senior Notes due 2014Indenture • June 2nd, 2009 • Alliance Data Systems Corp • Services-business services, nec • New York
INDENTURE dated as of June 2, 2009 between Alliance Data Systems Corporation, a Delaware corporation, as issuer (the “Company”) and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”).
300,000,000 AGGREGATE PRINCIPAL AMOUNT Alliance Data Systems CorporationPurchase Agreement • June 2nd, 2009 • Alliance Data Systems Corp • Services-business services, nec • New York
Alliance Data Systems Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A (the “Initial Purchasers”) $300,000,000 in aggregate principal amount of its 4.75% Convertible Senior Notes due 2014 (the “Firm Notes”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $45,000,000 in aggregate principal amount of its 4.75% Convertible Senior Notes due 2014 (the “Optional Notes” and, together with the Firm Notes, the “Notes”), as provided in Section 2. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Barclays Capital Inc. agreed to act as representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. To the extent that there are no additional Initial Purchasers listed on Schedule A other than you, the terms Representatives and Initial Purchasers as use
May 27, 2009Forward Stock Purchase Transaction • June 2nd, 2009 • Alliance Data Systems Corp • Services-business services, nec • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between [Dealer] (“Dealer”) and Alliance Data Systems Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
