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”).
AFFINION GROUP, INC. as Issuer the GUARANTORS named herein $475,000,000 7.875% SENIOR NOTES DUE 2018 INDENTURE Dated as of November 19, 2010 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • March 4th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of November 19, 2010 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • 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”), and STEVEN UPSHAW (“Executive”) (collectively the “Parties”) is made as of January 15, 2010 (the “Effective Date”).
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).
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”).
250,000,000 INCREMENTAL TERM LOAN FACILITY SECOND INCREMENTAL ASSUMPTION AGREEMENT Dated as of February 11, 2011 among AFFINION GROUP HOLDINGS, INC. AFFINION GROUP, INC. and CERTAIN SUBSIDIARIES OF AFFINION GROUP, INC. as Loan Parties and BANK OF...Second Incremental Assumption Agreement • March 4th, 2011 • Affinion Group, Inc. • Services-business services, nec • New York
THIS SECOND INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”), dated as of February 11, 2011, is made by and among AFFINION GROUP, INC., a Delaware corporation (the “Borrower”), AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), each of the undersigned banks and other financial institutions party hereto as lenders (in such capacity, the “Incremental Term Lenders”), each subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and the Borrower, the “Loan Parties”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers (in such capacity, the “Lead Arrangers”), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC.
