SECOND AMENDMENT TO LEASE AGREEMENT

Exhibit 10.17

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this Amendment) is entered into as of May 11, 2007 (the Date of this Amendment), between EPSILON DATA MANAGEMENT, LLC, a Delaware limited liability company (formerly known as Epsilon Data Management, Inc., a Delaware corporation) (Tenant), and KDC REGENT I INVESTMENTS, LP, a Texas limited partnership (Landlord).

BACKGROUND:

A. Tenant and Landlord entered into that certain Lease Agreement dated May 31, 2005 (the Original Lease), covering a certain parcel of real property located in Irving, Dallas County’, Texas, as more particularly described in the Original Lease. Per the Original Lease, Landlord agreed to lease to Tenant a building containing approximately 75,132 total rentable square feet.

B. The Original Lease was amended by that certain Amendment to Lease Agreement dated as of May 4, 2006, between Landlord and Tenant (the First Amendment, and, together with the Original Lease, the Lease).

C. On or about December 30, 2005, Tenant restructured from a Delaware corporation into a Delaware limited liability company.

D. Tenant desires that Landlord expand the Premises to include an additional building containing approximately 75,100 rentable square feet similar to the existing building and desires to occupy both the existing building and the new building.

E. Landlord and Tenant desire to amend the terms of the Lease to evidence the expansion of. the Premises to include a second building and Tenant’s occupation of the entire second building, pursuant to the terms set forth in this Amendment.

AGREEMENTS:

Landlord and Tenant agree as follows:

1. Defined Terms . All capitalized terms used but not defined in this Amendment have the meaning set forth in the Lease. The following capitalized terms are given the meanings set forth below, and to the extent such defined’ terms were defined in the Lease, such terms are hereby amended for all purposes:

(a) Additional Land is given the meaning set forth in Section 5 of this Amendment.

(b) Building means Building I and Building II. Upon Building II Substantial Completion (defined below) by Landlord under the terms of this Amendment, all references to “Building” in the Lease will mean both Building l and Building II.

(c) Building I means the existing building located on the land containing approximately 75,132 rentable square feet built by Landlord and as shown on Exhibit L of this Amendment as the “Existing Building”.

(d) Building II means the building to be constructed by Landlord and added to the Premises and as shown on Exhibit L of this Amendment as the “Expansion” and containing approximately 75,100 rentable square feet (+/- 2%), which will include an additional [402] surface parking spaces to the Initial Premises (for a total of [749] surface parking spaces for the Premises).

(e) Building II Landlord Improvements means the shell and core of Building II, to be completed by Landlord consistent with the Building II Outline Specifications.

(f) Building II Outline Specifications means those outline specifications for Building II attached hereto as Exhibit M .

(g)  Building II Premises means the Additional Land, Building II, the Building II Landlord Improvements and the Building II Tenant Improvements.

(h) Building II Tenant Improvements means all interior improvements, special lighting, interior demising walls, floor and wall coverings, furniture systems, security systems, telephone and data cabling, excess HVAC for computer rooms, equipment, etc. desired by Tenant for Building II.

(i) Guarantor means Alliance Data Systems Corporation, a Delaware corporation.

(j) Initial Premises means the Premises as defined in the Lease prior to the date of this Amendment.

(k) Premises means the Initial Premises and the Building II Premises.

2. Building II .

(a) Landlord will construct the Building II Landlord Improvements in accordance with the Building II Outline Specifications and the plans, specifications and design drawings for Building I with minor adjustments related solely to differences in the condition of the site unique to each site (the Final Design Drawings).

(b) Landlord shall furnish, at Landlord’s sole cost and expense, all of the materials, labor, and equipment necessary for the design and construction of the Building II Landlord Improvements in accordance with the Final Design Drawings. Landlord shall construct the Building II Landlord Improvements in a good and workmanlike manner, and in accordance with all Legal Requirements.

(c) Tenant shall retain space planners, architects, and engineers reasonably approved by Landlord to design all Building II Tenant Improvements (including, without limitation, space planning, and preparation of the Final Building II Tenant Improvements Plans and Specifications in the manner set forth below). On or before 90 days after the Date of this Amendment, Tenant shall cause proposed Building II Tenant Improvements Design Development Plans (herein so called) for the Building II Tenant Improvements to be prepared and delivered to Landlord. Within 10 days after receipt of the proposed Building II Tenant Improvements Design Development Plans, Landlord will approve or reject the proposed Building II Tenant

Improvements Design Development Plans. If Landlord rejects the proposed plans, Landlord must specify in sufficient detail the reason(s) for its rejection. Tenant will revise the proposed Building II Tenant Improvements Design Development Plans based on Landlord’s comments and resubmit the plans for Landlord’s approval. Upon Landlord’s approval, the proposed Building II Tenant Improvements Design Development Plans will constitute the Building 11 Tenant Improvements Design Development Plans (herein so called). Within 90 days after Landlord’s approval of the Building II Tenant Improvements Design Development Plans, Tenant shall cause proposed Final Building II Tenant Improvements Plans and Specifications to be prepared in accordance with the Building II Tenant Improvements Design Development Plans. Within 10 days after receipt of the proposed Final Building II Tenant Improvements Plans and Specifications, Landlord will approve or reject the proposed Final Building II Tenant Improvements Plans and Specifications. If Landlord rejects the proposed Final Building II Tenant Improvements Plans and Specifications, Landlord must specify in sufficient detail the reason(s) for Landlord’s rejection. Tenant will revise the proposed Final Building II Tenant Improvements Plans and Specifications and resubmit the plans for Landlord’s approval. If Landlord has not notified Tenant of Landlord’s disapproval within the 10 day period, Landlord will be deemed to have approved the proposed Final Building II Tenant Improvements Plans .and Specifications. Upon Landlord’s actual or deemed approval, the proposed Final Building II Tenant Improvements Plans and Specifications will constitute the Final Building II Tenant Improvements Plans and Specifications (herein so called). Landlord’s approvals under this Section 2(c) of this Amendment may not be unreasonably withheld, conditioned, or delayed, except that any portions of the Building II Tenant Improvements that require structural attachment(s) to Building II or attachment(s) to any Building II MEP system are subject to approval by Landlord in its sole discretion.

(d) Landlord appoints James Williams as its representative to work with Tenant in the preparation and approval of the Final Building II Tenant Improvements Plans and Specifications. Tenant appoints Laura Marshall as its representative to review the proposed Building II Tenant Improvements Design Development Plans, the proposed Final Building II Tenant Improvements Plans and Specifications, and the Final Building II Tenant Improvements Plans and Specifications so as not to delay unreasonably the completion of the Building II Tenant Improvements. Both Landlord and Tenant may replace its representative(s) with other representative(s) at their discretion; and Landlord and Tenant shall advise the other party of such substitution.

(e) Landlord will provide Tenant with those allowances as specified in Exhibit N of this Amendment (collectively, the Building II Tenant Allowances).

(f) Landlord will commence construction of the Building II Landlord Improvements as soon as practicable after the date of this Lease but no later than 30 days after the Date of this Amendment. The commencement of site grading or site excavation will constitute the commencement of construction for purposes of the foregoing requirement. Landlord will diligently proceed with the construction of the Building II Landlord Improvements and will use commercially reasonable efforts to (i) “complete the Building II Landlord- Improvements in substantial accordance with the Final Design Drawings (except for such’ seasonal landscaping items, which are to be completed at a later date) (Building II Substantial Completion) and (ii) deliver possession of same to the Tenant by no later than 255 days after the Date of this

Amendment (the Building II Delivery Date), subject to Excused Delays. Notwithstanding anything in this Lease to the contrary, a certificate from Landlord’s architect that the Building II Landlord Improvements have been completed in substantial accordance with the Final Design Drawings shall confirm that Building II Substantial Completion Landlord Improvements has occurred, absent manifest error (the Certificate of Substantial Completion).

(g) Landlord will coordinate with Tenant so that Tenant and its contractor for the Building II Tenant Improvements can accompany Landlord and its architect when they inspect the Building II in connection with the delivery of the Certificate of Substantial Completion. Landlord will complete all punch list items for the Building II Landlord Improvements within two weeks after Tenant delivers the punch list to Landlord; but if Tenant prevents Landlord from completing any punch list item within such period of time, Landlord’s time for completing the item will be extended one day for each day of Tenant Delay.

(h) Except as hereinafter provided, if delays in the commencement or completion of the construction of the Building II Landlord Improvements occur by reason of Excused Delays, the dates established above for the commencement of construction, Building II Substantial Completion and delivery of possession will be postponed by the aggregate duration of the Excused Delays; provided, however that Excused Delays, other than days of Tenant Delay, shall not postpone the Building II Delivery Date beyond 376 days after the Date of this Amendment.

(i) Upon request by Tenant after the Building II Landlord Improvements are dried in, Landlord; in its sole discretion, may allow Tenant and Tenant’s employees and contractors to enter the Building II Landlord Improvements for the purpose of installing the Building II Tenant Improvements in accordance with the Final Building II Tenant Improvements Plans and Specifications and all Legal Requirements. Tenant shall, ensure that its employees and contractors do not interfere with Landlord’s completion of the construction of the Building II Landlord Improvements. Tenant shall indemnify, defend, and hold Landlord harmless from and against any damage or delay caused by Tenant’s early entry. Entry by Tenant’s employees and contractors for this limited purpose will not constitute Tenant’s acceptance of the Building II Landlord Improvements or give rise to any obligation to pay Base Rent applicable to the Building.

(j) Landlord shall incorporate only new materials and equipment into the construction of the Building II Landlord Improvements. Landlord warrants the Building II Landlord Improvements including, without limitation, the foundations, slab, structural frame, roof deck, and exterior walls of Building II against defective design, workmanship, and materials, latent or otherwise, for a period of one year from the date of Building II Substantial Completion (the Building II Warranty Period). Landlord shall repair or replace at its sole cost and expense any defective item of Building II Landlord Improvements occasioned by defective design, workmanship, or materials that Tenant discovers during the Building II Warranty Period. Upon the expiration of the Building II Warranty Period, Landlord shall cause the material and labor warranties for the general contractor, the roof on the Building II, the window glazing and the mechanical, including HVAC, electric and plumbing systems to be assigned to Tenant with no reduction in the unelapsed warranty periods or other benefits thereunder; in addition, Landlord shall deliver to Tenant all other continuing assignable guaranties

and warranties received by Landlord in connection with the construction of the Building II Landlord Improvements and shall assign to Tenant Landlord’s interest in those guaranties and warranties by means of a duly executed and acknowledged assignment in form and substance reasonably satisfactory to Landlord and Tenant. Notwithstanding the foregoing, Landlord has no obligation to assign any warranty or guaranty to Tenant if Landlord is obligated to maintain an item covered by the warranty or guaranty pursuant to Section 8 of the Lease. From and after the expiration of the Building 11 Warranty Period, Landlord shall cooperate with Tenant in Tenant’s enforcement, at Tenant’s sole cost and expense, of any express warranties or guaranties of workmanship or materials for the Building II Landlord Improvements given by subcontractors, architects, draftsmen, or materialmen that guarantee .or warrant against defective design, workmanship, or materials for a period of time in excess of the Building II Warranty Period. The obligations Landlord undertakes under the terms of this subsection are in addition to the maintenance and repair obligations that Landlord undertakes under other terms of this Lease.

(k) Landlord shall complete construction and equipping of the Building II Landlord Improvements free of mechanic’s liens or other liens, and shall defend, indemnify and hold Tenant harmless from and against all claims, actions, losses, costs, damages, expenses, liabilities and obligations, including, without limitation, ‘ reasonable legal fees, resulting from (A) the assertion or filing of any claim for amounts alleged to be due to the claimant for labor, services, materials, supplies, machinery, fixtures or equipment furnished in connection with the construction of the Building II Landlord Improvements, (B) the foreclosure of any mechanic’s or materialmen’s lien that allegedly secures the amounts allegedly owed to the claimant, or (C) any other legal proceedings initiated in connection with that claim.

(l) Landlord shall afford Tenant and its contractors reasonable access to ‘the Building II Landlord improvements during construction for the purposes of inspecting the Building II Landlord Improvements.

(m) Throughout the period between the date on which Landlord commences construction of the Building II Landlord improvements and the date of Building II Substantial Completion, Landlord shall maintain in force with respect to the Building II Landlord Improvements, a policy of multiple peril (all-risk) builder’s risk insurance on a completed value basis in an amount equal to the full replacement cost of the Building II Landlord Improvements. That policy must name Tenant as an additional insured, as Its interests may appear, and must provide that coverage will continue for Tenant’s benefit notwithstanding’ any act or omission on Landlord’s part. The certificate of insurance evidencing that policy must provide that no cancellation, surrender or material change will become effective unless Tenant receives written notice at least 30 days in advance of the time at which that cancellation, surrender or material change becomes effective.

(n) Tenant shall furnish, at Tenant’s sole cost and expense (but subject to payment by Landlord of the Building II Tenant Allowances), all of the materials, labor, ‘and equipment necessary for the design and construction of the Building II Tenant Improvements in accordance with the Final Building II Tenant Improvements Plans and Specifications. Tenant shall construct the Building II Tenant Improvements with all due diligence in a good and workmanlike manner and in accordance with all applicable Legal Requirements and the Final Building II Tenant Improvements Plans and

Specifications. Tenant shall incorporate only new materials and equipment into the construction of the Building II Tenant Improvements. Unless otherwise approved in writing by Landlord, such approval not to be unreasonably withheld, Tenant may only use the general contractors and major subcontractors identified as specified in Exhibit J of the Lease in constructing the Building II Tenant Improvements.

(o) Tenant shall diligently complete construction and equipping of the Building II Tenant Improvements free of mechanic’s liens or other liens, and shall defend, indemnify and hold Landlord harmless from and against all claims, actions, losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable legal fees, resulting from (A) the assertion or filing of any claim for amounts alleged to be due to the claimant for labor, services, materials, supplies, machinery, fixtures or equipment furnished in connection with the construction of the Building II Tenant Improvements, (B). the foreclosure of any mechanic’s or materialmen’s lien that allegedly secures the amounts allegedly owed to the claimant, or (C) any other legal proceedings initiated in connection with that claim.

(p) Tenant shall afford Landlord and its contractors reasonable access to the Building II Tenant Improvements during construction for the purposes of inspecting the Building II Tenant Improvements.

(q) Tenant shall promptly provide Landlord with as-built drawings of the Building II Tenant Improvements upon completion of construction thereof. Landlord shall provide Tenant with as-built drawings of the Building II Landlord Improvements as well as all instructions and operator’s manuals pertaining to any equipment installed by Landlord within the Building II within 90 days after the date of Building II Substantial Completion.

(r) Prior to the Building II Rent Commencement Date (defined below), Landlord shall provide Tenant with a certificate from Landlord’s architect showing the ‘Building Square Footage of the Building II measured in accordance with the method of measuring rentable area in a single tenant building as specified in the Standard Method for Measuring Floor Area in Office Buildings published by the BOMA in ANSI Z65.1-1996 (the Building II Square Footage Certificate).

(s) Within 15 days after Building II Substantial Completion occurs, the parties will execute an Acknowledgment Letter substantially in the form of Exhibit E of the Lease (the Building II Acknowledgment Letter).

3. Commencement of Rent for Building II .

(a) Tenant must begin paying Base Rent related to Building II beginning 152 days after Building II Substantial Completion (such date being the Building II Rent Commencement Date). The Term for the Building II shall end conterminously with the Term of the Lease for the Initial Premises and all other terms and provisions of the Lease will remain the same with respect to Building I and Building II.

(b) If the date of Building II Substantial Completion does not occur by the Building II Delivery Date, solely by reason of Tenant Delays, then the Building I! Rent Commencement Date as. set forth in Section 3(a) of this Amendment will be accelerated one day for each day of Tenant Delay.

4. Base Rent and Additional Rent.

(a) Section 4(a) of the Lease is amended by the following: The Base Rent related to the Building I (the Building I Base Rent) is as follows:

(b) The Base Rent related to the Building II (the Building II Base Rent) will be as follows:

The above Building II Base Rent is based on a Building Square Footage of 75,100 and the final Building II Base Rent will be based on the Building Square Footage as determined by the Building Square Footage Certificate with the Building II Base Rent being verified in the Building II Acknowledgment Letter. The Building II Acknowledgement Letter will also set forth the specific Base Rent increase dates. All references to “Base Rent” refers to the Base Rent for the Premises.

(c) If the Building II Rent Commencement Date occurs on a day other than the first day of a calendar month, then the Building II Base Rent for the month in which the Building II Commencement Date occurs will be equal to the monthly installment amount specified above multiplied by a fraction, the numerator of which is the number of days in the period starting on the Building II Rent Commencement Date and ending on the last day of that month, and the denominator of which is the total number of days in that month.

(d) If the Building II Substantial Completion date and the tender of possession of the Building II Landlord Improvements does not occur by the following dates (each of which is subject to extension by one day for each day of Excused Delay):

(i) the Building II Delivery Date, then Tenant will receive one day of free Building II Base Rent and payment by Landlord for, or reimbursement of all charges for the per diem cost of all utilities, Impositions and other operating costs for the Building II for each day of delay through 285 days after the Date of this Amendment;

(ii) 286 days after the Date of this Amendment, then Tenant will receive 2 days of free Building 11 Base Rent and payment by Landlord for, or reimbursement of, all charges for the per diem cost of all utilities, Impositions and other operating costs for the Building I! for each additional day of delay thereafter until 300 days after the Date of this Amendment; and

(iii) 301 days after the Date of this Amendment, then Tenant will receive 4 days of free Building II Base Rent and payment by Landlord for, or reimbursement of, all charges for the per diem cost of all utilities, Impositions and other operating costs for the Building II for each additional day of delay thereafter until 375 days after the Date of this Amendment; and

(iv) 376 days after the Date of this Amendment, then Tenant may, at its option, by giving notice to Landlord at any time thereafter until Landlord achieves substantial completion of the Landlord Improvements, either:

(A) elect to take over completion of the Building II Landlord Improvements, in which event Tenant shall be entitled to a credit against Building II Base Rent for all reasonable costs incurred by Tenant in completing the Building II Landlord Improvements; or

(B) require Landlord to complete the Building II Landlord Improvements and continue to allow free Building II Base Rent and expense payment (or reimbursement) to accrue as provided in Section 4(d)(iii) of this Amendment

5. Addition of Land . Landlord will, acquire by no later than May 25, 2007, an approx