PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATIONRestricted Stock Unit Award Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of DATE (the “Grant Date”) by and between Alliance Data Systems Corporation (the “Company”) and NAME (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2005 Long-Term Incentive Plan (the “Plan”). The Company and the Participant agree as follows:
Amendment Number One Restricted Stock Unit Award Agreement Under The Alliance Data Systems CorporationRestricted Stock Unit Award Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec
THIS AMENDMENT NUMBER ONE (“Amendment”) to the Restricted Stock Unit Award Agreement (the “Award Agreement”) Under The Alliance Data Systems Corporation 2005 Long-Term Incentive Plan, as amended, is made as of the 1st day of October, 2009.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS SECOND AMENDMENT (this “Amendment”) dated as of November 9, 2000, is to the Purchase and Sale Agreement, dated as of November 25, 1997 and amended by the First Amendment thereto dated as of July 22, 1999 (the “Purchase Agreement”) between SPIRIT OF AMERICA NATIONAL BANK., a national banking association (“Spirit”), as Seller, and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), as Purchaser. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.
LEASE OF SPACE (Multi-Story Office)Lease Option Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • Colorado
This Lease is made this 14th day of December 2005, between 2650 CRESCENT LLC, a Colorado limited liability company (“Landlord”), and DOUBLECLICK INC., a Delaware corporation (“Tenant”).
CHARMING SHOPPES RECEIVABLES CORP. Seller SPIRIT OF AMERICA, INC. Servicer and U.S. BANK NATIONAL ASSOCIATION Trustee on behalf of the Series 2007-1 Certificateholders SERIES 2007-1 SUPPLEMENT Dated as of October 17, 2007 to SECOND AMENDED AND...Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
This SERIES 2007-1 SUPPLEMENT, dated as of October 17, 2007 (this “Supplement”), is among CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation, as Seller (the “Seller”), SPIRIT OF AMERICA, INC., a Delaware corporation, as Servicer (the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION (as successor to Wachovia Bank, National Association), as Trustee (the “Trustee”) under the Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 and heretofore amended among the Seller, the Servicer and the Trustee (as further amended or otherwise modified from time to time, the “Agreement”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS THIRD AMENDMENT (this “Amendment”) dated as of May 8, 2001, is to the Purchase and Sale Agreement, dated as of November 25, 1997 and amended by the First Amendment thereto dated as of July 22, 1999 and by the Second Amendment thereto dated as of November 9, 2000 (the “Purchase Agreement”) between SPIRIT OF AMERICA NATIONAL BANK, a national banking association (“Spirit”), as Seller, and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), as Purchaser. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of July 22, 1999, is to the Purchase and Sale Agreement, dated as of November 25, 1997 (the “Purchase Agreement”) between SPIRIT OF AMERICA NATIONAL BANK., a national banking association (“Spirit”), as Seller, and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), as Purchaser. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.
October 29, 2009 Mr. Robert Box, COO ADS Alliance Data Systems, Inc.Alliance Data Systems Corp • March 1st, 2010 • Services-business services, nec
Amendment Number One Canadian Restricted Stock Unit Award Agreement Under The Alliance Data Systems CorporationCanadian Restricted Stock Unit Award Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec
THIS AMENDMENT NUMBER ONE (“Amendment”) to the Canadian Restricted Stock Unit Award Agreement (the “Award Agreement”) Under The Alliance Data Systems Corporation 2005 Long-Term Incentive Plan, as amended, is made as of the 1st day of October, 2009.
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer And BNY MIDWEST TRUST COMPANY Indenture Trustee Series 2006-A INDENTURE SUPPLEMENT Dated as of April 28, 2006Alliance Data Systems Corp • March 1st, 2010 • Services-business services, nec • New York
SERIES 2006-A INDENTURE SUPPLEMENT, dated as of April 28, 2006 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and BNY MIDWEST TRUST COMPANY, a trust company organized and existing under the laws of the State of Illinois, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Issuer, World Financial Network National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, BNY Midwest Trust Company, as trustee of World Financial Network Credit Card Master Trust
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST Issuer And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indenture Trustee SERIES 2009-VFN INDENTURE SUPPLEMENT Dated as of September 29, 2009Alliance Data Systems Corp • March 1st, 2010 • Services-business services, nec • New York
SERIES 2009-VFN INDENTURE SUPPLEMENT, dated as of September 29, 2009 (the “Indenture Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A. and as successor to BNY Midwest Trust Company), a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001 (as amended from time to time, the “Indenture”), between the Issuer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “Agreement”).
WORLD FINANCIAL CAPITAL MASTER NOTE TRUST Issuer And U.S. BANK NATIONAL ASSOCIATION Indenture Trustee SERIES 2009-VFN INDENTURE SUPPLEMENT Dated as of September 28, 2009Alliance Data Systems Corp • March 1st, 2010 • Services-business services, nec • New York
SERIES 2009-VFN INDENTURE SUPPLEMENT, dated as of September 28, 2009 (the “Indenture Supplement”), between WORLD FINANCIAL CAPITAL MASTER NOTE TRUST, a trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 29, 2008 (the “Indenture”), between the Issuer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “Agreement”).
CHARMING SHOPPES RECEIVABLES CORP. Seller SPIRIT OF AMERICA NATIONAL BANK Servicer and FIRST UNION NATIONAL BANK Trustee Charming Shoppes Master Trust SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of November 25, 1997Pooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of November 25, 1997, by and between Charming Shoppes Receivables Corp., a Delaware corporation, as Seller, Spirit of America National Bank, a national banking association, as Servicer, and First Union National Bank, a national banking association, as Trustee.
CONSENT Dated as of October 17, 2007 to PURCHASE AND SALE AGREEMENT Dated as of November 25, 1997Purchase and Sale Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS CONSENT to PURCHASE AND SALE AGREEMENT (“Consent”) is entered into as of October 17, 2007 by and between SPIRIT OF AMERICA NATIONAL BANK (“Bank”), a national banking association, as Seller, and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), a Delaware corporation, as Purchaser. Each capitalized term used but not defined herein has the meaning ascribed thereto in the Purchase and Sale Agreement, dated as of November 25, 1997 (as amended on July 22, 1999, November 9, 2000 and May 8, 2001, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase and Sale Agreement”), by and between Bank and CSRC, or, if not defined therein, in that certain Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended on July 22, 1999, May 8, 2001, August 5, 2004 and March 18, 2005, and on the date hereof, the “Pooling and Servicing Agreement”) among Spirit of America, Inc., as Servicer, CSRC, as Seller, and U.
CHARMING SHOPPES RECEIVABLES CORP. Seller and Holder of the Exchangeable Seller Certificate SPIRIT OF AMERICA, INC. Servicer and Trustee Charming Shoppes Master Trust AMENDMENT Dated as of October 17, 2007 to SECOND AMENDED AND RESTATED POOLING AND...Pooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS AMENDMENT, dated as of October 17, 2007 (this “Amendment”) is to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended as of July 22, 1999, as of May 8, 2001, as of August 5, 2004 and as of March 18, 2005 (the “Agreement”) each by and among Charming Shoppes Receivables Corp., as seller (the “Seller”) and as Holder of the Exchangeable Seller Certificate, Spirit of America, Inc., as servicer (the “Servicer”), and U.S. Bank National Association, as trustee (the “Trustee”). Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS FIRST AMENDMENT dated as of July 22, 1999 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below), (this “Amendment”), is among Charming Shoppes Receivables Corp., as Seller and as Holder of the Exchangeable Seller Certificate, Spirit of America National Bank (the “Bank”), as servicer under the Prior Pooling Agreement (in such capacity, the “Prior Servicer”) and as Originator, Spirit of America, Inc. (“Spirit Inc.”), as Servicer and First Union National Bank, as Trustee. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Pooling Agreement (defined below).
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS SIXTH AMENDMENT dated as of October 30, 2009 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below) (this “Amendment”), is among (i) U.S. Bank National Association, as Trustee (“Trustee”), (ii) solely with respect to the amendments described in Section 3(a) of this Amendment, Charming Shoppes Receivables Corp. (“CSRC”) and Spirit of America, Inc. (“SOAI”) and (iii) solely with respect to the amendments described in Section 3(b) of this Amendment, World Financial Network National Bank (“WFNNB”) and WFN Credit Company, LLC (“WFN SPV”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Existing Agreement (defined below).
CHARMING SHOPPES RECEIVABLES CORP. Seller SPIRIT OF AMERICA, INC. Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION Trustee Charming Shoppes Master Trust AMENDMENT Dated as of March 18, 2005 to SECOND AMENDED AND RESTATED POOLING AND SERVICING...Pooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS AMENDMENT, dated as of March 18, 2005 (this “Amendment”) is to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended as of July 22, 1999, as of May 8, 2001 and as of August 5, 2004 (the “Agreement”) each by and among Charming Shoppes Receivables Corp., as seller (the “Seller”), Spirit of America, Inc., as servicer (the “Servicer”), and Wachovia Bank, National Association, as trustee (the “Trustee”). Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement.
EDGEWATER OFFICE PARK WAKEFIELD, MASSACHUSETTS THIRD AMENDMENT TO LEASE Epsilon Data Management, LLCAlliance Data Systems Corp • March 1st, 2010 • Services-business services, nec
Third Amendment to Lease (“Third Amendment”) dated as of November 10, 2009 between 601 Edgewater LLC, a Delaware limited liability company (“Landlord”), and Epsilon Data Management, LLC, a Delaware limited liability company (“Tenant”).
PURCHASE AND SALE AGREEMENT Dated as of November 25, 1997 among SPIRIT OF AMERICA NATIONAL BANK, as Seller, and CHARMING SHOPPES RECEIVABLES CORP., as PurchaserPurchase and Sale Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 25, 1997, is between Spirit of America National Bank, a national banking association (“Spirit”), as Seller, and Charming Shoppes Receivables Corp., a Delaware corporation, as Purchaser.
OFFICE LEASE LANDLORD: NODENBLE ASSOCIATES, LLC, a Delaware limited liability company TENANT: ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation Regarding the Premises Located at: One Legacy Circle Plano, TX 75024Office Lease • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • Texas
THIS OFFICE LEASE is dated effective and for identification purposes as of October 1, 2009 (“Lease”), and is made by and between NODENBLE ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation (“Tenant”).
THIRD LEASE AMENDMENTThird Lease Amendment • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec
THIS THIRD LEASE AMENDMENT (the “Amendment”) is executed this 1st day of November, 2007, by and between ADS PLACE PHASE I, LLC, a Delaware limited liability company (“Landlord”), and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS FOURTH AMENDMENT (this “Amendment”) dated as of October 30, 2009 to the Purchase and Sale Agreement, dated as of November 25, 1997 and amended by the First Amendment thereto dated as of July 22, 1999, by the Second Amendment thereto dated as of November 9, 2000 and by the Third Amendment thereto dated as of May 8, 2001 (the “Purchase Agreement”), is between, (i) solely with respect to the amendments described in Section 3(a) of this Amendment, SPIRIT OF AMERICA NATIONAL BANK, a national banking association (“Spirit”) and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”) and (ii) solely with respect to the amendments described in Section 3(b) of this Amendment, WFN CREDIT COMPANY, LLC (“WFN SPV”) and WORLD FINANCIAL NETWORK NATIONAL BANK (“WFNNB”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS SECOND AMENDMENT dated as of May 8, 2001 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below), (this “Amendment”), is among Charming Shoppes Receivables Corp., as Seller (“Seller”), Spirit of America, Inc., as Servicer (“Servicer”), and First Union National Bank, as Trustee (“Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Existing Agreement (defined below).
WFN CREDIT COMPANY, LLC Transferor WORLD FINANCIAL NETWORK NATIONAL BANK Servicer and UNION BANK, N.A. Trustee on behalf of the Series 2009-VFC1 Holders SERIES 2009-VFC1 SUPPLEMENT Dated as of March 31, 2009 to AMENDED AND RESTATED POOLING AND...Pooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
This SERIES 2009-VFC1 SUPPLEMENT, dated as of March 31, 2009 (this “Series Supplement”), by and among WFN CREDIT COMPANY, LLC, a Delaware limited liability company, as Transferor (“Transferor”), WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association (“WFN”), as Servicer (in such capacity, “Servicer”), and UNION BANK, N.A. (formerly known as Union Bank of California, N.A., as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee (“Trustee”) under the Amended and Restated Pooling and Servicing Agreement, dated as of January 30, 1998, as amended and restated as of September 28, 2001, as further amended as of April 7, 2004, March 23, 2005, and October 26, 2007 and as modified by a Trust Combination Agreement dated as of April 26, 2005, and as the same may be further amended from time to time (the “Agreement”), by and among Transferor, Servicer and Trustee.
LEASE AMENDING AGREEMENTLease Amending Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • Ontario
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement • March 1st, 2010 • Alliance Data Systems Corp • Services-business services, nec • New York
THIS FOURTH AMENDMENT dated as of August 5, 2004 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below), (this “Amendment”), is among Charming Shoppes Receivables Corp., as Seller (“Seller”), Spirit of America, Inc., as Servicer (“Servicer”), and Wachovia Bank, National Association (f/k/a First Union National Bank), as Trustee (“Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Existing Agreement (defined below).
