Alliance Data Systems (ADS)

Section 15. Notices

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Representatives:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Facsimile: (646) 855-3073

Attention: Syndicate Department

with a copy to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Facsimile: (212) 230-8730

Attention: ECM Legal

and

J.P. Morgan Securities Inc.

383 Madison Avenue, 4th Floor

New York, New York 10179

Facsimile: (212) 622-8358

Attention: Equity Syndicate Desk

and

Barclays Capital Inc.

745 7th Avenue

New York, New York 10019

Attn: Syndicate Registration

Fax: 646-834-8133

with a copy to:

Office of the General Counsel

Barclays Capital Inc.

745 7th Avenue

New York, New York 10019

Fax: 212-520-0421

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with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Facsimile: (212) 225-3999

Attention: Leslie N. Silverman, Esq.

If to the Company:

Alliance Data Systems Corporation

17655 Waterview Parkway

Dallas, Texas 75252

Facsimile: 972-348-5162

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Akin, Gump, Strauss, Hauer and Feld, L.L.P.

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201

Facsimile: 214-969-4343

Attention: Joseph L. Motes III, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

Section 15. Notices

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

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Any party hereto may change the address for receipt of communications by giving written notice to the others.

ARTICLE 14 - NOTICES

Unless otherwise expressly provided herein, any notice, advisement, statement, request, confirmation, or other communication under this Agreement (herein a “notice”) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) on confirmation of receipt by facsimile by the party to be notified; provided such facsimile is received during a business day for such party (otherwise, receipt shall be deemed to occur at the commencement of the immediately following business day), or (c) three (3) days after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth below in Article 15.02, or at such other address as such party may, at any time, or from time to time, during the term hereof, designate by ten (10) days advance written notice to the other party set forth and identified below in Article 15.02 given in the foregoing manner.