CAPITAL AND LIQUIDITY SUPPORT AGREEMENT

CAPITAL AND LIQUIDITY SUPPORT AGREEMENT

By and Between
World Financial Network National Bank, Columbus, Ohio,
Alliance Data Systems Corporation, Dallas, Texas,
and
The Office of the Comptroller of the Currency

This Capital and Liquidity Support Agreement (“Agreement”) is entered into and is effective as of the 14th day of August, 2009, (the “Effective Date”) by and among the Office of the Comptroller of the Currency (“OCC” or “Comptroller”), World Financial Network National Bank (“Bank”), Columbus, Ohio, and Alliance Data Systems Corporation (“ADSC”), Dallas, Texas, the parent company that wholly-owns the Bank.

WHEREAS , on or about August 14, 2009, the Bank and ADSC entered into a revised operating agreement with the OCC (the “Operating Agreement”) that sets forth measures that the Bank and ADSC would take to ensure that the Bank, and each company that from time to time is an operating subsidiary of the Bank, would operate in a safe and sound manner and in accordance with all applicable laws, rules, regulations, including the entry into a capital and liquidity support agreement by and among the Bank, ADSC, and the OCC;

WHEREAS , the Bank and ADSC hereby enter into this Agreement with the OCC setting forth the Bank’s continuing obligation to seek and ADSC’s continuing obligation to provide the Bank necessary capital and liquidity support, in order to ensure that the Bank continues to operate safely and soundly and in accordance with all applicable laws, rules and regulations, and in accordance with the terms of the Operating Agreement;

NOW THEREFORE , it is agreed among the Bank, by its duly authorized representative, ADSC, through its duly authorized representative, and the Comptroller, through his duly authorized representative, that the Bank and ADSC shall operate at all times in compliance with the articles of this Agreement.

ARTICLE I
JURISDICTION

(1) The Bank is a national banking association chartered and examined by the Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1 et seq .

(2) ADSC is an “institution-affiliated party” (“IAP”) of the Bank within the meaning of 12 U.S.C. § 1813(u)(1).

(3) The Comptroller is “the appropriate Federal banking agency” regarding the Bank pursuant to 12 U.S.C. §§ 1813(q) and 1818(b).

(4) This Agreement shall be construed to be a “written agreement” within the meaning of 12 U.S.C. § 1818, and a “written agreement” within the meaning of 12 U.S.C. § 1831aa. The Bank and ADSC also expressly acknowledge that this Agreement is enforceable by the OCC pursuant to 12 U.S.C. § 1818.

(5) This Agreement shall not be construed to be a “formal written agreement” within the meaning of 12 C.F.R. § 5.3(g)(4), 12 C.F.R. § 24.2(e)(4), and 12 C.F.R. § 5.51(c)(6), unless the OCC informs the Bank otherwise.

(6) This Agreement shall not be construed to be a “written agreement, order, or capital directive” within the meaning of 12 C.F.R. § 6.4.

ARTICLE II
CAPITAL SUPPORT

(1)  The Bank’s Minimum Capital Requirement . At all times the Bank and ADSC shall maintain sufficient capital in the Bank such that the Bank’s capital meets or exceeds the levels required by the Operating Agreement or any modifications thereto (the “Minimum Capital Requirement”).

(2)  Bank’s Obligation to Notify ADSC of Deficiency and Seek ADSC’s Assistance . The Bank shall promptly notify and request ASDC to make such capital infusions as are needed for the Bank to remain in compliance with the Minimum Capital Requirement. Any Bank request to ADSC for such capital infusions shall be in writing, and the Bank shall provide the OCC with a copy of such written demand within one (1) business day after delivery to ADSC.

(3)  Capital Infusions from ADSC . ADSC shall make such capital infusions as may be requested by the Bank or the OCC from time to time to ensure the Bank remains in compliance with its Minimum Capital Requirement. If at any time, the Bank’s capital level falls below the Minimum Capital Requirement (“Capital Deficiency”), ADSC agrees it will, at the request of the Bank or the OCC, contribute sufficient additional capital in a form acceptable to the OCC, so as to bring the Bank into compliance with the Minimum Capital Requirement. Such capital contribution will be: (i) made not later than five (5) business days after receiving notification of the Capital Deficiency and request from the Bank or the OCC; (ii) in the form of cash, or if appropriate, other acceptable assets; and (iii) accounted for pursuant to Generally Accepted Accounting Principles (“GAAP”).

(4)  Higher Minimum Capital Requirement . If the OCC subsequently deems it necessary, pursuant to the regulatory authority of 12 C.F.R. Part 3, to require that the Bank achieve and thereafter maintain a higher Minimum Capital Requirement, ADSC agrees it will contribute sufficient additional capital in a form acceptable to the OCC, so that the Bank achieves and thereafter maintains compliance with the higher Minimum Capital Requirement. Such capital contribution will be: (i) made not later than ten (10) business days after receiving notification of the higher Minimum Capital Requirement from the Bank or the OCC; (ii) in the form of cash, or if appropriate, other acceptable assets; and (iii) accounted for pursuant to Generally Accepted Accounting Principles (“GAAP”).

ARTICLE III
LIQUIDITY SUPPORT

(1)  The Bank’s Minimum Liquidity Requirement . At all times the Bank and ADSC shall maintain sufficient liquidity in the Bank such that the Bank’s liquidity meets or exceeds the levels required by the Operating Agreement and any modifications thereto (the “Minimum Liquidity Requirement”). The Minimum Liquidity Requirement includes, but is not limited to, the following: