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
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT; AND AMENDMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT AND CERTAIN OTHER LOAN DOCUMENTSCredit Agreement; And • December 21st, 2012 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
This Amendment No. 2 to Amended and Restated Credit Agreement; and Amendment No. 1 to Guarantee and Collateral Agreement and Certain Other Loan Documents (collectively, this “Amendment No. 2”), dated as of December 21, 2012, is by and among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower that is a Subsidiary Loan Party (as defined in the Credit Agreement referred to below) (the “Subsidiary Guarantors”), Bank of America, N.A. (“Bank of America”), as Administrative Agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Existing Administrative Agent”), as 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 Swingline Lender under the Credit Agreement (in such capacity, the “Existing Swingline Lender”) and as Iss
