AFFINION GROUP HOLDINGS, INC. $325,000.000 11.625% SENIOR NOTES DUE 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2011 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Deutsche Bank Securities Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated September 30, 2010 (the “Purchase Agreement”), $325,000,000 aggregate principal amount of its 11.625% Senior Notes due 2015 (the “Initial Securities”). The Initial Securities will be issued pursuant to the Indenture, dated as of October 5, 2010, (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
32,500,000 Shares AFFINION GROUP HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.01 UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2007 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2019 • Affinion Group Holdings, 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 Brian Fisher (“Executive”) (collectively the “Parties”) is made as of December 27, 2014 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2017 • Affinion Group Holdings, 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”).
CREDIT AGREEMENT Dated as of January 31, 2007, Among AFFINION GROUP HOLDINGS, INC., as Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, and BANC OF AMERICA SECURITIES LLC, as Syndication Agent,Credit Agreement • June 27th, 2007 • Affinion Group Holdings, Inc. • New York
CREDIT AGREEMENT (this “Agreement”), dated as of January 31, 2007, among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS (as hereinafter defined) from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders (“Deutsche Bank” or, together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and BANC OF AMERICA SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 18th, 2018 • Affinion Group Holdings, 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.
SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC., AND THE STOCKHOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 9, 2015Shareholders Agreement • March 31st, 2017 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
AFFINION GROUP HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORSEquity Incentive Plan • March 1st, 2018 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
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”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2019 • Affinion Group Holdings, 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.
INDEMNITY AGREEMENTIndemnity Agreement • October 26th, 2017 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
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”).
FIRST AMENDMENT TO SECURITYHOLDER RIGHTS AGREEMENTSecurityholder Rights Agreement • April 26th, 2012 • Affinion Group Holdings, Inc. • Services-business services, nec
The undersigned, AFFINION GROUP HOLDINGS, INC. (the “Company”), a Delaware corporation, desires to enter into this First Amendment to Securityholder Rights Agreement, dated this 30th day of March, 2012, and effective as of January 17, 2011, to amend that certain Securityholder Rights Agreement, dated as of January 14, 2011, among the Company, Affinion Group Holdings, LLC, General Atlantic Partners 79, L.P., Gap-W LLC, GAPSTAR, LLC, GAPCO GMBH & Co. KG, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC and the holders party thereto (the “Securityholder Rights Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Securityholder Rights Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2018 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2017 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
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”).
SUPPLEMENT NO. 4Affinion Group Holdings, Inc. • October 19th, 2015 • Services-business services, nec • New York
SUPPLEMENT NO. 4 (this “Supplement”) dated as of October 19, 2015 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors party hereto and Affinion Investments, LLC, a Delaware limited liability company and wholly owned unrestricted subsidiary of the Issuer (the “Holder” or “Affinion Investments”), as the Holder under the Indenture (as defined below).
AFFINION GROUP HOLDINGS, INC. AMENDED AND RESTATED AWARD AGREEMENTAward Agreement • July 27th, 2017 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
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”).
SUPPLEMENTAL INDENTURE NO. 1Affinion Group Holdings, Inc. • October 19th, 2015 • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of October 19, 2015 between Affinion Group Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent (in both such capacities, the “Trustee”), under the Indenture (as defined below).
AMENDMENT TO THE WARRANT AGREEMENTThe Warrant Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
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).
STOCKHOLDER AGREEMENT Among AFFINION GROUP HOLDINGS, INC., AND THE HOLDERS PARTY HERETO DATED JANUARY 14, 2011Stockholder Agreement • June 3rd, 2011 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
THIS STOCKHOLDER AGREEMENT, dated as of January 14, 2011 (this “Agreement”), is entered into by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”) and each of the Holders of the Company that are parties hereto (each a “party,” and collectively, the “parties”).
FORBEARANCE AGREEMENTForbearance Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
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”).
AMENDMENT NO. 4 TO THE STOCKHOLDER AGREEMENTThe Stockholder Agreement • July 31st, 2014 • Affinion Group Holdings, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of May 7, 2014, is made by Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and each of the Major Stockholders of the Company that is a party hereto. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Stockholder Agreement (as defined below).
AMENDMENT NO. 1 TO WARRANTHOLDER RIGHTS AGREEMENTWarrantholder Rights Agreement • July 31st, 2014 • Affinion Group Holdings, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of May 7, 2014, is made by Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), Apollo, General Atlantic, the undersigned Holders and the other Holders party thereto. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Warrantholder Rights Agreement (as defined below).
AMENDMENT NO. 2 TO THE STOCKHOLDER AGREEMENTThe Stockholder Agreement • August 1st, 2013 • Affinion Group Holdings, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of May 7, 2012, is made by Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and each of the Major Stockholders of the Company that is a party hereto.
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • March 22nd, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
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).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2017 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
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”).
55,000,000 Debtor-in-Possession Term Loan Facility Commitment LetterAffinion Group Holdings, Inc. • March 5th, 2019 • Services-business services, nec
Affinion Group, Inc., a Delaware corporation (“you” or the “Borrower”) and certain of its direct and indirect subsidiaries and affiliates (collectively, the “Debtors” and each a “Debtor”), have requested that the parties listed on Schedule I hereto (“us”, “we” or the “Backstop Parties”) agree to structure and backstop a non-amortizing multiple draw super-priority senior secured debtor-in-possession term loan facility (the “DIP Facility”) in an aggregate amount of $55,000,000 under Section 364 of chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”). The availability of the DIP Facility will be conditioned on and subject to the conditions set forth in Section 4 below. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions (the “Term Sheet”) attached as Exhibit A hereto (Exhibit A, together with this letter, collectivel
RESIGNATION AND ASSIGNMENT AGREEMENTResignation and Assignment Agreement • December 21st, 2012 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
This Resignation and Assignment Agreement (this “Agreement”) is entered into as of December 21, 2012, by and among Bank of America, N.A. (“Bank of America”), in its capacity as resigning Administrative Agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Existing Administrative Agent”), as resigning Collateral Agent for the Secured Parties under the Security Documents (as each such term is defined in the Credit Agreement) (in such capacity, the “Existing Collateral Agent”), as resigning Swingline Lender under the Credit Agreement (in such capacity, the “Existing Swingline Lender”) and as the existing Issuing Bank under the Credit Agreement (in such capacity, the “Existing Issuing Bank”), Deutsche Bank Trust Company Americas (“DBTCA”), in its capacity as Successor Administrative Agent (as defined below) under the Credit Agreement, Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the
AFFINION GROUP HOLDINGS, INC., ET AL. AMENDED AND RESTATED SUPPORT AGREEMENT March 4, 2019Credit Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO COLLATERAL AGREEMENT, dated as of , 2019 (this “Fifth 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 Lenders party hereto and, for purposes of Section 5 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 or in the Amended Collateral Agreement, as applicable.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2018 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
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.
AMENDMENT NO. 2 TO WARRANTHOLDER RIGHTS AGREEMENTWarrantholder Rights Agreement • November 12th, 2015 • Affinion Group Holdings, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of September 29, 2015, is made by Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), Affinion Group Holdings, LLC (“Parent LLC”), General Atlantic, the undersigned Holders and the other Holders party thereto. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Warrantholder Rights Agreement (as defined below).
SUPPLEMENTAL INDENTURE NO. 1Affinion Group Holdings, Inc. • October 19th, 2015 • Services-business services, nec • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of October 19, 2015 among Affinion Investments, LLC, a Delaware limited liability company (the “Issuer”), Affinion Investments II, LLC, a Delaware limited liability company (the “Guarantor”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) under the Indenture (as defined below).
AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENTThe Shareholders Agreement • May 12th, 2017 • Affinion Group Holdings, Inc. • Services-business services, nec
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).
FORBEARANCE AGREEMENTForbearance Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
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”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 26th, 2012 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2012, among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereto, the various agents party hereto, Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Deutsche Bank Securities Inc. (“DBSI”), in its capacity as arranger of this Amendment (the “Amendment Arranger”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Among AFFINION GROUP HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED JANUARY 14, 2011Registration Rights Agreement • June 3rd, 2011 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2011 (this “Agreement”), is entered into by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the Holders of the Company that are parties hereto.
AGREEMENT AND GENERAL RELEASEAgreement and General Release • March 1st, 2018 • Affinion Group Holdings, Inc. • Services-business services, nec • Connecticut
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:
