TERMINATION AGREEMENT (the “Agreement”) dated as of , 2007, between AFFINION GROUP, INC., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).Termination Agreement • September 24th, 2007 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
WHEREAS, the Consulting Agreement provides that it may be terminated on a date as is mutually agreed upon by the Company and Apollo;
REGISTRATION RIGHTS AGREEMENT dated as of October 17, 2005, between AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and AFFINION GROUP HOLDINGS, LLC, a Delaware limited liability company (“Parent”).Registration Rights Agreement • September 24th, 2007 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company, Parent, Affinion Group, Inc. and Cendant Corporation have entered into the Stock Purchase Agreement dated as of July 26, 2005 (the “Purchase Agreement”); and
SECURITYHOLDER RIGHTS AGREEMENT dated as of October 17, 2005 (this “Agreement”), among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC (“Parent”) and CENDANT CORPORATION (the “Holder”).Securityholder Rights Agreement • September 24th, 2007 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS, in connection with the consummation of the Purchase Agreement dated as of July 26, 2005 by and among the Company, Affinion Group, Inc. and the Holder, as it may be amended, supplemented, restated or otherwise modified from time to time (the “Purchase Agreement”), the Holder is receiving a Warrant and shares of Series A Preferred Stock (each as defined below).
