Barclays Bank plc ▼

        This CREDIT AGREEMENT (364-DAY), dated as of April 10, 2003, is entered into by and among ALLIANCE DATA SYSTEMS CORPORATION, a Delaware corporation (the "Borrower"), the Guarantors from time to time party hereto, the Banks from time to time party hereto, and HARRIS TRUST AND SAVINGS BANK, as Administrative Agent and Letter of Credit Issuer.

        WHEREAS, the Borrower has requested that the Banks provide a 364-day credit facility to the Borrower on the terms and conditions set forth in this Agreement;

        NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

        Section 1.1    Definitions.     The following terms, as used herein, have the following meanings:

        "Administrative Agent" means Harris Trust and Savings Bank in its capacity as agent for the Banks hereunder, and its successors in such capacity.




        "ADSI" means ADS Alliance Data Systems, Inc., a Delaware corporation.




        "ADSNZ" means ADSNZ Alliance Data Systems New Zealand, a New Zealand corporation.




        "Affected Loans" has the meaning set forth in Section 2.11(c).




        "Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Borrower (a "Controlling Person") or (ii) any Person (other than the Borrower or a Subsidiary thereof) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to vote 10% or more of any class of voting securities of a Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The Affiliate of a Person shall include any officer or director of such Person.




        "Agreement" means this Credit Agreement (364-Day), as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended, renewed or refinanced from time to time.




        "Applicable Commitment Fee Percentage" means a rate per annum equal to the applicable rate specified in the pricing schedule attached hereto as Appendix 1.




        "Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.




        "Assignment and Assumption Agreement" means an appropriately completed Assignment and Assumption Agreement in the form of Exhibit A hereto.




        "Bank" means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 11.6(c), and their respective successors.




        "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of ¹/2 of 1% plus the Federal Funds Rate for such day.




        "Base Rate Loan" means (i) a Loan which bears interest at the Base Rate pursuant to the provisions of Articles 2 or 9 hereof or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue.




        "Base Rate Margin" means a percentage per annum equal to the applicable percentage specified in the pricing schedule attached hereto as Appendix 1.




        "Beneficiaries" has the meaning set forth in Section 10.1.

        "Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.




        "Borrower" has the meaning provided in the first paragraph of this Agreement.




        "Borrowing" has the meaning set forth in Section 1.3.




        "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois are authorized by law to close and, if the applicable Business Day relates to an advance or continuation of, or conversion into, or payment of, a Euro-Dollar Loan, on which commercial banks are open for international business (including dealing in U.S. Dollar deposits) in London, England.




        "Canadian Credit Agreement" means the Canadian Credit Agreement dated as of April 10, 2003 among Loyalty Management, the guarantors from time to time party thereto, the financial institutions from time to time party thereto, and Harris Trust and Savings Bank, as Administrative Agent, as the same may be amended, modified, supplemented, replaced or refinanced from time to time.




        "Canadian Pledge Agreement" means the Pledge Agreement, dated as of April 10, 2003, by and between the Borrower, Loyalty Management, ADSI and the Collateral Agent, as such agreement may be amended, modified or supplemented from time to time.




        "Canadian Scheme License" means the Amended and Restated License to Use and Exploit the Air Miles Scheme in Canada, made as of July 24, 1998, between Air Miles International Trading B.V. and Loyalty Management, as such may be amended from time to time.




        "Canadian Trademark License" means the Amended and Restated License to Use the Air Miles Trade Marks in Canada, dated July 24, 1998, between Air Miles International Holdings N.V. and Loyalty Management Group Canada Inc., as such may be amended from time to time.




        "Change of Control" means (i) the Borrower shall cease to own and control 100% of the capital stock of Loyalty Management, (ii) the Borrower shall cease to own and control 100% of the capital stock of WFNNB or (iii) the acquisition by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time of beneficial ownership of 30% or more of the outstanding Voting Stock of the Borrower on a fully-diluted basis, other than acquisitions of such interests by the Welsh, Carson, Anderson & Stowe Partnerships or The Limited; provided, that common stock owned by employees (either individually or through employee stock ownership or other stock based benefit plans) of the Borrower and its Subsidiaries shall not be included in the calculation of ownership interests for purposes of this definition or any "change of control."




        "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Effective Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.




        "Collateral" means the "Collateral," as defined in the Pledge Agreements.




        "Collateral Agent" means Harris Trust and Savings Bank, acting as Collateral Agent on behalf of the Secured Creditors, and its successors in such capacity.




        "Commitment" means, (i) with respect to each Bank listed on the signature pages hereof, the amount set forth opposite its name on Schedule I hereto under the heading "Commitment" and (ii) with respect to each assignee that becomes a Bank pursuant to Section 11.6(c), the amount of the Commitment thereby assumed by it, in each case as such amount may be increased pursuant to

2

Section 2.16, increased or reduced from time to time pursuant to Section 11.6(c) or reduced from time to time pursuant to Section 2.8.




        "Commitment Amount Increase" has the meaning set forth in Section 2.16.




        "Commitment Amount Increase Request" means a Commitment Amount Increase Request in the form of Exhibit D.




        "Consolidated Capital Expenditures" of any Person means, for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its Consolidated Subsidiaries for such period, as the same are or would be set forth in a consolidated statement of cash flows of such Person and its Consolidated Subsidiaries for such period.




        "Consolidated Debt" of any Person means, at any date, the Debt of such Person and its Consolidated Subsidiaries, determined on a consolidated basis as of such date.




        "Consolidated EBIT" of any Person means, for any period, Consolidated Net Income of such Person for such period, adjusted by adding thereto the Total Interest Expense determined on a consolidated basis and taxes based on income, all with respect to such period.




        "Consolidated Interest Expense" of any Person means, for any period, the Total Interest Expense of such Person and its Consolidated Subsidiaries determined on a consolidated basis for such period.




        "Consolidated Net Income" of any Person means, for any fiscal period, the net income of such Person and its Consolidated Subsidiaries, determined on a consolidated basis for such period, exclusive of the effect of any extraordinary or other nonrecurring gain and loss and excluding all non-cash adjustments; provided that any cash payment made (or received) with respect to any such non-cash charge, expense or loss shall be subtracted (added) in computing Consolidated Net Income during the period in which such cash payment is made (or received).




        "Consolidated Net Worth" of any Person means at any date the consolidated stockholders' equity of such Person and its Consolidated Subsidiaries.




        "Consolidated Operating EBITDA" of any Person means, for any fiscal period, Consolidated EBIT for such Person for such period, adjusted by (i) adding thereto the amount of all depreciation and amortization expenses that were deducted in determining Consolidated EBIT, (ii) adding thereto the change from the prior period in the Deferred Revenue Account, and (iii) subtracting therefrom the change from the prior period in the Restricted Cash Account.




        "Consolidated Subsidiary" of any Person means, at any date, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date.




        "Consolidated Total Assets" of any Person means total assets of such Person and its Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles.




        "Credit Document" means this Agreement, the Notes, the Pledge Agreements, the Related Credit Agreement, the Canadian Credit Agreement, the WFNNB Note and each other document (including any additional guarantees) executed or delivered in connection herewith or therewith.




        "Credit Party" shall mean each Borrower, each Guarantor, and with respect to its obligations under the WFNNB Note only, WFNNB.




        "Debt" of any Person means at any date, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of

$400,000,000

364-DAY CREDIT AGREEMENT

CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
a Borrower,

CHEVRON PHILLIPS CHEMICAL COMPANY LP,
a Borrower,

BARCLAYS BANK PLC,
Administrative Agent,

THE ROYAL BANK OF SCOTLAND plc,
Syndication Agent,

THE BANK OF NOVA SCOTIA,

THE BANK OF TOKYO-MITSUBISHI LTD.,

and,

SUMITOMO MITSUI BANKING CORPORATION,
Co-Documentation Agents

BARCLAYS CAPITAL,
as Co-Lead Arranger and Book  . . .

THE BOEING COMPANY

364-DAY
CREDIT AGREEMENT

among

THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower

THE LENDERS PARTY HERETO

CITIBANK, N.A.,
as Administrative Agent

JPMORGAN CHASE BANK,
as Syndication Agent

and

CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 21, 2003

TABLE OF CONTENTS

Article and Section

ARTICLE 1  . . .

AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

Dated as of November 22, 2002

        THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:

PRELIMINARY STATEMENTS

        (1)  The Company is party to a 364-Day Credit Agreement dated as of November 23, 2001 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.

        (2)  The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.

        (3)  The Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $3,000,000,000 for general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Company from time to time in such amount on the terms and conditions of this Amendment and Restatement.

        SECTION 1.    Amendments to the Existing Credit Agreement.    The Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

        (a)  The definition of "Applicable Margin" in Section 1.1 is amended by deleting the grid in clause (ii) thereof and substituting therefor the following:

THE BOEING COMPANY

364-DAY

CREDIT AGREEMENT

among

THE BOEING COMPANY

for itself and on behalf of its Subsidiaries,

as a Borrower

THE LENDERS PARTY HERETO

CITIBANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK,

as Syndication Agent

and

CITIGROUP GLOBAL MARKETS INC.

and

J.P.MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers

dated as of November 21, 2003

TABLE OF CONTENTS

364 ? Day Credit Agreement

Article and  . . .

AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

Dated as of November 22, 2002

        THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:

PRELIMINARY STATEMENTS

        (1)  The Company is party to a 364-Day Credit Agreement dated as of November 23, 2001 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.

        (2)  The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.

        (3)  The Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $3,000,000,000 for general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Company from time to time in such amount on the terms and conditions of this Amendment and Restatement.

        SECTION 1.    Amendments to the Existing Credit Agreement.    The Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

        (a)  The definition of "Applicable Margin" in Section 1.1 is amended by deleting the grid in clause (ii) thereof and substituting therefor the following: