AFFINION GROUP, INC. $475,000,000 7.875% SENIOR NOTES DUE 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
Affinion Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 8, 2010 (the “Purchase Agreement”), $475,000,000 aggregate principal amount of its 7.875% Senior Notes due 2018 (the “Initial Securities”). The Initial Securities will be unconditionally guaranteed (the “Senior Guarantees”) on a senior basis by the guarantors listed on Schedule B to the Purchase Agreement (the “Guarantors”). The Initial Securities will be issued pursuant to the Indenture, dated as of November 19, 2010, (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
532,616,637 SENIOR CASH 12.5% / PIK STEP-UP TO 15.5% NOTES DUE 2022Indenture • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of May 10, 2017 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 9, 2010, Among AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A, as Administrative Agent and Collateral Agent BANC OF AMERICA...Credit Agreement • April 12th, 2010 • Affinion Group, Inc. • Services-business services, nec • New York
Reference is made to the Amended and Restated Credit Agreement dated as of April 9, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent (“Bank of America” or, together with any successor administrative agent, in such capacity, the “Administrative Agent”) and as collateral agent (together with any successor collateral agent appointed pursuant thereto, in such capacity, the “Collateral Agent”) for the Lenders, Credit Suisse Securities Inc., as syndication agent (in such capacity, the “Syndication Agent”), Deutsche Bank Securities Inc. (“DBS”), J.P. Morgan Securities Inc. (“JPM”) and UBS Securities LLC (“UBS”), as documentation agents (in such capacity, each, a “Documentation Agent” and collectively, t
CREDIT AGREEMENT Dated as of May 10, 2017, Among AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC as Administrative Agent and Collateral Agent HPS INVESTMENT PARTNERS, LLC as...Credit Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of May 10, 2017, is made by among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), AFFINION GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined) from time to time party hereto, HPS INVESTMENT PARTNERS, LLC, as administrative agent (together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and as collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the “Collateral Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and Scott Lazear (“Executive”) (collectively the “Parties”) is made as of December 27, 2014 (the “Effective Date”).
AFFINION INVESTMENTS, LLC as Issuer the GUARANTORS named herein $359,955,720 13.50% Senior Subordinated Notes due 2018 INDENTURE Dated as of December 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of December 12, 2013 among Affinion Investments, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 2015, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”) and the holders listed on Schedule I hereto (each a “Holder” and, collectively, the “Holders”).
ContractEmployment Agreement • June 5th, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 1, 2007, between AFFINION GROUP, INC., a Delaware corporation, (the “Company”) and TODD SIEGEL (“Executive”).
SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC., AND THE STOCKHOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 9, 2015Shareholders Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Shareholders Agreement (this “Agreement”) is made and entered into as of November 9, 2015 (the “Effective Date”) by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and the Stockholders (as defined herein). Capitalized terms used, but not otherwise defined, herein have the meanings set forth in Exhibit A attached hereto and made a part hereof by reference.
OPTION AGREEMENT (this “Agreement”) dated as of October 30, 2006 between AFFINION GROUP HOLDINGS, INC., a Delaware corporation, (the “Company”) and OPTIONEE (as set forth on the signature page hereto, the “Optionee”).Option Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company, acting through the Committee with the consent of the Company’s Board of Directors (the “Board”), has determined that it wishes to grant to the Optionee, effective as of the date above first written (the “Grant Date”), an option under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock (“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan;
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • October 29th, 2010 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 5 (this “Supplemental Indenture”), dated as of July 29, 2010 among Loyalty Travel Agency LLC (“LTA”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), Connexions Loyalty Travel Solutions LLC (“CLTS”), a Delaware limited liability company and an indirect subsidiary of the Issuer, International Travel Fulfillment LLC, a Delaware limited liability company and an indirect subsidiary of the Issuer (“ITF”, and together with LTA and CLTS, the “Additional Subsidiary Guarantors”), the Issuer, and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
NOMINATING AGREEMENTNominating Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Metro SPV LLC (“ICG”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • July 30th, 2010 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of December 29, 2009 among Global Privacy Solutions, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), Affinion Group, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • July 30th, 2010 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 4 (this “Supplemental Indenture”), dated as of June 17, 2010 among Affinion Loyalty Acquisition, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), Affinion Group, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 29th, 2008 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of October 4, 2007 among CCAA, Corporation (the “Additional Subsidiary Guarantor”), a Delaware corporation and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor) (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • February 29th, 2008 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of January 24, 2008 among Watchguard Registration Services, Inc., an Indiana corporation (the “Additional Subsidiary Guarantor”), Affinion Group, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • February 28th, 2013 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 3 (this “Supplemental Indenture”), dated as of August 22, 2012 among BreakFive, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), the Issuer, and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of November 8, 2006, between AFFINION GROUP HOLDINGS, INC., a Delaware corporation, (the “Company”) and THOMAS A. WILLIAMS (the “Purchaser”).Restricted Stock Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company, acting with the consent of the Company’s Board of Directors (the “Board”) will grant to the Purchaser, effective as of the January 1, 2007, the date Purchaser’s employment commences with Affinion Group, Inc. (the “Grant Date”), under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) a number of shares of Common Stock (“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan; and
NOMINATING AGREEMENTNominating Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Ares Management LLC, on behalf of certain affiliated funds and managed accounts (collectively, “Ares”).
WARRANTHOLDER RIGHTS AGREEMENT AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP HOLDINGS LLC, GENERAL ATLANTIC PARTNERS 79, L.P., GAP-W HOLDINGs, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC AND THE...Warrantholder Rights Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec • Delaware
WARRANTHOLDER RIGHTS AGREEMENT dated as of December 12, 2013 (this “Agreement”), among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC (“Apollo”), GENERAL ATLANTIC PARTNERS 79, L.P. (“GAP 79”), GAP-W HOLDINGS, L.P. (“GAP-W”), GAPSTAR, LLC (“GapStar”), GAPCO GMBH & CO. KG (“GAPCO”), GAP COINVESTMENTS III, LLC (“GAP Coinvest III”) and GAP COINVESTMENTS IV, LLC (“GAP Coinvest IV”, and together with GAP 79, GAP-W, GapStar, GAPCO and GAP Coinvest III, “General Atlantic”) and the Holders from time to time party hereto.
AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of December 12, 2013, is made by Affinion Group, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and Apollo Management V, L.P., a Delaware limited partnership (“Apollo”), and acknowledged and consented to by General Atlantic Service Company, a Delaware limited liability company (“General Atlantic”).
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 12, 2007 between AFFINION GROUP HOLDINGS, INC., a Delaware Corporation, (the “Company”) and THOMAS A. WILLIAMS (“Investor”).Subscription Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, Investor has entered into an Employment Agreement dated as of November 8, 2006 and amended on February 21, 2007 with Affinion Group, Inc.;
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • Affinion Group, Inc. • Services-business services, nec • Delaware
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”), and ROBERT ROONEY (“Executive”) (collectively, the “Parties”) is made as of January 13, 2010. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agreement (as such term is defined below).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of November 9, 2015 (as amended or otherwise modified from time to time, this “Subordination Agreement”), is made among Affinion Group, Inc. (“Affinion Group”) as the “Subordinated Creditor” and each other Person that may from time to time become a party hereto as a “Subordinated Creditor” (collectively, the “Subordinated Creditors”), and each party listed on the signature pages hereto as an “Obligor” and each other Person that may from time to time become a party hereto as an “Obligor” (collectively, the “Obligors”).
NOMINATING AGREEMENTNominating Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Elliott Management Corporation (“Elliott”).
CALL AGREEMENTCall Agreement • January 18th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
THIS CALL AGREEMENT (this “Agreement”), dated as of January 14, 2011, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), General Atlantic Partners 79, L.P., a Delaware limited partnership (“General Atlantic”), Affinion Group Holdings, LLC, a Delaware limited liability company (“Apollo,” and each of General Atlantic and Apollo, a “Call Holder”), Richard Fernandes (“Stockholder”), and Fernandes Family Trust A Dated June 25, 1999 (the “Trust”) and shall become effective as of (and subject to) the consummation of the merger transaction (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Affinion Group, Inc., Parker Holdings, LLC, Parker Merger Sub, Inc. and Webloyalty Holdings, Inc. (the date of such consummation being referred to as the “Effective Date”).
TERMINATION AGREEMENT (Apollo Consulting Agreement)Termination Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
This Termination Agreement (this “Termination Agreement”) is made and entered into as of November 9, 2015 by and among AFFINION GROUP, INC., a Delaware corporation (the “Company”) and APOLLO MANAGEMENT V, L.P. (“Consultant”).
INVESTOR PURCHASE AGREEMENTInvestor Purchase Agreement • March 31st, 2017 • Affinion Group, Inc. • Services-business services, nec • New York
INVESTOR PURCHASE AGREEMENT, dated March 31, 2017 (this “Agreement”), by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), Affinion Group, Inc. (the “Issuer”), Affinion Investments, LLC (“Affinion Investments” and, together with the Company and the Issuer, the “Affinion Parties” and each individually, an “Affinion Party”) and Elliott Management Corporation, (together with its affiliates, “Elliott”), Franklin Mutual Quest Fund (“Franklin”), Empyrean Capital Partners, LP (“Empyrean”) and Metro SPV LLC (“ICG”, and together with Elliott, Franklin and Empyrean, the “Initial Investors”; and together with any Additional Investors (as defined herein), the “Investors”). The foregoing parties hereto are collectively referred to as the “Parties” and each individually is referred to as a “Party.” Unless otherwise specified herein, all capitalized terms used and not defined herein shall have the meanings ascribed to them in the Support Agreement, dated as of the date
WARRANT AGREEMENTWarrant Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
This WARRANT AGREEMENT (this “Agreement”) is made as of May 10, 2017, by and between AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 25 hereof.
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • March 1st, 2012 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of August 29, 2011 among Affinion Brazil Holdings I, LLC (“Affinion Brazil I”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), Affinion Brazil Holdings II, LLC (“Affinion Brazil II”), a Delaware limited liability company and an indirect subsidiary of the Issuer, Prospectiv Direct, Inc., a Delaware corporation and a direct subsidiary of the Issuer (“Prospectiv”, and together with Affinion Brazil I and Affinion Brazil II, the “Additional Subsidiary Guarantors”), the Issuer, and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 6Supplemental Indenture • March 4th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE No. 6 (this “Supplemental Indenture”), dated as of February 11, 2011 among Webloyalty Holdings, Inc. (“WL Holdings”), a Delaware corporation and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), a Delaware corporation (the “Issuer”), Webloyalty.com, Inc. (“WL”), a Delaware corporation and an indirect subsidiary of the Issuer, Lift Media, LLC, a Delaware limited liability company and an indirect subsidiary of the Issuer (“LM”, and together with WL Holdings and WL, the “Additional Subsidiary Guarantors”), the Issuer, and Wells Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”).
SUPPLEMENT NO. 3Affinion Group, Inc. • March 19th, 2015 • Services-business services, nec • New York
SUPPLEMENT No. 3 (this “Supplement”), dated as of March 9, 2015, among Connexions SMV, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), and the Issuer.
SEPARATION AGREEMENTSeparation Agreement • July 11th, 2006 • Affinion Group, Inc. • Services-business services, nec • Delaware
Affinion Group, Inc., a Delaware corporation (“Affinion” or the “Company”), Affinion Group Holdings, Inc. (“Holdings”) and Maureen E. O’Connell (hereinafter collectively with her heirs, executors, administrators, successors and assigns, referred to as “Executive”), mutually desire to enter into this Separation Agreement as of this 5th day of July, 2006 (the “Effective Date”) and agree that:
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • November 25th, 2013 • Affinion Group, Inc. • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of November 22, 2013 between Affinion Group Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), under the Indenture (as defined below).
ContractAmended and Restated Consulting Agreement • January 18th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”) is dated as of January 14, 2011, between AFFINION GROUP, INC., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).
