Affinion Group Holdings, Inc. Sample Contracts

Affinion Group Holdings, Inc. – EMPLOYMENT AGREEMENT (April 15th, 2019)

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 Brian Fisher (“Executive”) (collectively the “Parties”) is made as of December 27, 2014 (the “Effective Date”).

Affinion Group Holdings, Inc. – AMENDMENT NO. 1 TO THE AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN (April 15th, 2019)

This Amendment (this “Amendment”), dated as of November 14, 2018, is made by Affinion Group Holdings, Inc., a Delaware corporation (the “Company”).  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Equity Incentive Plan (as defined below).

Affinion Group Holdings, Inc. – FOURTH AMENDMENT TO CREDIT AGREEMENT (April 15th, 2019)

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.

Affinion Group Holdings, Inc. – SUPPLEMENTAL INDENTURE NO. 1 (March 22nd, 2019)

SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of March 20, 2019, among Affinion Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”), under the Indenture (as defined below).

Affinion Group Holdings, Inc. – CERTIFICATE OF AMENDMENT OF THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AFFINION GROUP HOLDINGS, INC. (March 5th, 2019)

Affinion Group Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

Affinion Group Holdings, Inc. – AMENDMENT TO THE WARRANT AGREEMENT (March 5th, 2019)

This Amendment to the Warrant Agreement (this “Amendment”), dated as of February 28, 2019, is made, subject to the condition on effectiveness below, by and between Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the “Warrant Agent”), and the Holders of two-thirds of the outstanding Warrants. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Warrant Agreement (as defined below).

Affinion Group Holdings, Inc. – SUPPLEMENTAL 2018 REPORT of AFFINION GROUP HOLDINGS, INC. Dated as of March 4, 2019 (March 5th, 2019)

Except as otherwise indicated or unless the context otherwise requires, (i) the terms “we,” “us,” “our,” “our company” and the “Company” refer to Affinion Group Holdings, Inc. and its consolidated subsidiaries, including Affinion Group, Inc., (ii) the term “Affinion Holdings” refers to Affinion Group Holdings, Inc., excluding its consolidated subsidiaries and (iii) the term “Affinion” refers to Affinion Group, Inc., excluding its consolidated subsidiaries.

Affinion Group Holdings, Inc. – FORBEARANCE AGREEMENT (March 5th, 2019)

This FORBEARANCE AGREEMENT, dated as of March 1, 2019 (this “Agreement”), is by and among Affinion Group, Inc., a corporation organized under the laws of Delaware (the “Borrower”), each other Loan Party hereto (together with the Borrower, the “Loan Parties”), the undersigned Lenders constituting the Required Lenders under the Credit Agreement (as defined below) (the “Supporting Lenders”) and HPS Investment Partners, LLC as administrative agent and collateral agent (the “Agent”).

Affinion Group Holdings, Inc. – Affinion Group, Inc. (March 5th, 2019)
Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC., ET AL. AMENDED AND RESTATED SUPPORT AGREEMENT March 4, 2019 (March 5th, 2019)

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.

Affinion Group Holdings, Inc. – FORBEARANCE AGREEMENT (March 5th, 2019)

This FORBEARANCE AGREEMENT, dated as of February 26, 2019 (this “Agreement”), is by and among Affinion Group, Inc., a corporation organized under the laws of Delaware (the “Borrower”), each other Loan Party hereto (together with the Borrower, the “Loan Parties”), the undersigned Lenders constituting the Required Lenders under the Credit Agreement (as defined below) (the “Supporting Lenders”) and HPS Investment Partners, LLC as administrative agent and collateral agent (the “Agent”).

Affinion Group Holdings, Inc. – AMENDED AND RESTATED INVESTOR PURCHASE AGREEMENT (March 5th, 2019)

This AMENDED AND RESTATED INVESTOR PURCHASE AGREEMENT, dated March 4, 2019 (this “Agreement”), by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), Affinion Group, Inc. (the “Issuer”, and, together with the Company, the “Affinion Parties” and each individually, an “Affinion Party”)) and Elliott Management Corporation, (together with its affiliates, “Elliott”), Metro SPV LLC (“ICG”), Mudrick Capital Management, LP (“Mudrick”), Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. (collectively, “Corbin”), Empyrean Capital Partners, L.P. (together with its affiliates, “Empyrean”, and together with Elliott, ICG, Mudrick, and Corbin, the “Investors”) amends and restates that certain investor purchase agreement, dated March 1, 2019, by and among the Affinion Parties and the Investors (the “Original Investor Purchase Agreement”). The foregoing parties hereto are collectively referred to as the “Parties” and each individually is referred to as a

Affinion Group Holdings, Inc. – AMENDMENT NO. 3 TO THE SHAREHOLDERS AGREEMENT (November 14th, 2018)

This Amendment (this “Amendment”), dated as of November 14, 2018, is made by Affinion Group Holdings, Inc., a Delaware corporation (the “Company”).  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Shareholders Agreement (as defined below).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2018 GLOBAL LOYALTY REVENUE INCREASES 15% YEAR-OVER-YEAR (November 14th, 2018)

STAMFORD, Conn., November 14, 2018 – Affinion Group Holdings, Inc. (“Affinion”, “Affinion Holdings” or the “Company”), a global leader in loyalty and customer engagement, announced today the financial results for the three month period ended September 30, 2018 (the “third quarter” or “quarter”).

Affinion Group Holdings, Inc. – AMENDMENT TO EMPLOYMENT AGREEMENT (July 26th, 2018)

This AMENDMENT (“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 TODD SIEGEL (“Executive”) (collectively, the “Parties”) is made as of June 26, 2018.

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2018 GLOBAL LOYALTY REVENUE INCREASES 15% YEAR-OVER-YEAR (July 26th, 2018)

STAMFORD, Conn., July 26, 2018 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a global leader in loyalty and customer engagement, announced today the financial results for the three month period ended June 30, 2018 (the “second quarter” or “quarter”).

Affinion Group Holdings, Inc. – THIRD AMENDMENT TO CREDIT AGREEMENT (July 18th, 2018)

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.

Affinion Group Holdings, Inc. – Affinion Group Enters into Agreement to Sell its Insurance Division to Mill Point Capital (July 3rd, 2018)

STAMFORD, Conn., July 3, 2018 – In a move designed to support the company’s strategic focus on loyalty and customer-engagement capabilities, Affinion Group, LLC, a subsidiary of Affinion Group Holdings, Inc. (together with its consolidated subsidiaries, “Affinion Group”) today announced that it has entered into a definitive purchase agreement to sell its insurance division, Affinion Insurance Solutions (“AIS”), to an affiliate of Mill Point Capital.

Affinion Group Holdings, Inc. – SECOND AMENDMENT TO CREDIT AGREEMENT (May 9th, 2018)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of May 4, 2018 (this “Second Amendment”), is made by and among AFFINION GROUP, INC., a Delaware corporation (the “Borrower”), HPS INVESTMENT PARTNERS, LLC, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), the Revolving Facility Lenders and for purposes of Section 3 hereof each other Loan Party party hereto. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Amended Credit Agreement.

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2018 REAFFIRMS FULL YEAR OUTLOOK FOR 2018 (April 26th, 2018)

STAMFORD, Conn., April 26, 2018 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a global leader in loyalty and customer engagement, announced today the financial results for the three month period ended March 31, 2018 (the “first quarter” or “quarter”).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS (March 1st, 2018)

This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”) as of October 24, 2017 (the “Date of Grant”).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2017 GLOBAL LOYALTY FULL YEAR REVENUE INCREASES 35% YEAR OVER YEAR (March 1st, 2018)

STAMFORD, Conn., March 1, 2018 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a global leader in loyalty and customer engagement, announced today the financial results for the three- and twelve-month periods ended December 31, 2017 (the “fourth quarter” or “quarter” and “full year,” respectively).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS (March 1st, 2018)

This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Metro SPV LLC (the “Participant”) as of December 18, 2017 (the “Date of Grant”).

Affinion Group Holdings, Inc. – AGREEMENT AND GENERAL RELEASE (March 1st, 2018)

Affinion  Group,  Inc. ,  a  Delaware  corporation   ("Affinion" ),   Affinion   Group  Holdings, Inc., a Delaware corporation ("Holdings," and together with Affinion, the "Company"), and Robert Lyons (hereinafter collectively with his heirs, executors, administrators, successors and assigns, "EMPLOYEE") mutually desire to enter into this Agreement and General Release, effective as  of December 15, 2017, and agree that:

Affinion Group Holdings, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2018)

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 James C. Daly, Jr. (“Executive”) (collectively the “Parties”) is made as of ___________, 2014 (the “Effective Date”).

Affinion Group Holdings, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (December 6th, 2017)

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.

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2017 GLOBAL LOYALTY REVENUE INCREASES 36% YEAR OVER YEAR (October 26th, 2017)

STAMFORD, Conn., October 26, 2017 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a global leader in loyalty and customer engagement, announced today the financial results for the three month period ended September 30, 2017 (the “third quarter” or “quarter”).

Affinion Group Holdings, Inc. – INDEMNITY AGREEMENT (October 26th, 2017)

This Indemnity Agreement (this “Agreement”) is made effective as of July 30, 2017 (the “Effective Date”) by and between (i) Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and (ii) ______________, a director of the Company and one or more of the Company’s subsidiaries (the “Indemnitee”).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS (October 26th, 2017)

This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”) as of October __, 2017 (the “Date of Grant”).

Affinion Group Holdings, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (July 27th, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “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 June 1, 2017 (the “Effective Date”).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. ANNOUNCES RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2017 GLOBAL LOYALTY REVENUE INCREASES 39% YEAR OVER YEAR (July 27th, 2017)

STAMFORD, Conn., July 27, 2017 – Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Company”), a global leader in loyalty and customer engagement, announced today the financial results for the three month period ended June 30, 2017 (the “second quarter” or “quarter”).

Affinion Group Holdings, Inc. – AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN 2016 LONG TERM INCENTIVE PLAN AMENDED AND RESTATED AWARD AGREEMENT (July 27th, 2017)

THIS AMENDED AND RESTATED AWARD AGREEMENT (the “Agreement”) is made effective as of the 1st day of June 2017 (hereinafter the “Date of Grant”) between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Scott Lazear (the “Participant”).

Affinion Group Holdings, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (May 12th, 2017)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2017, and effective as of, and conditioned on, the consummation of the Exchange Offers, is entered into by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”) and the holders party to the Old Registration Rights Agreement (as defined below) and the holders listed on Schedule I hereto (each a “Holder” and, collectively, the “Holders”).

Affinion Group Holdings, Inc. – AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENT (May 12th, 2017)

This Amendment (this “Amendment”) dated as of March 31, 2017 and, effective as of, and conditioned on, the consummation of the Exchange Offers (as defined below), is made by Affinion Group Holdings, Inc., a Delaware corporation (the “Company”).  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Shareholders Agreement (as defined below).

Affinion Group Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (March 31st, 2017)

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”).