AFFINION INVESTMENTS, LLC as Issuer the GUARANTORS named herein $359,955,720 13.50% Senior Subordinated Notes due 2018 INDENTURE Dated as of December 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of December 12, 2013 among Affinion Investments, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
WARRANTHOLDER RIGHTS AGREEMENT AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP HOLDINGS LLC, GENERAL ATLANTIC PARTNERS 79, L.P., GAP-W HOLDINGs, L.P., GAPSTAR, LLC, GAPCO GMBH & CO. KG, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC AND THE...Warrantholder Rights Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec • Delaware
WARRANTHOLDER RIGHTS AGREEMENT dated as of December 12, 2013 (this “Agreement”), among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC (“Apollo”), GENERAL ATLANTIC PARTNERS 79, L.P. (“GAP 79”), GAP-W HOLDINGS, L.P. (“GAP-W”), GAPSTAR, LLC (“GapStar”), GAPCO GMBH & CO. KG (“GAPCO”), GAP COINVESTMENTS III, LLC (“GAP Coinvest III”) and GAP COINVESTMENTS IV, LLC (“GAP Coinvest IV”, and together with GAP 79, GAP-W, GapStar, GAPCO and GAP Coinvest III, “General Atlantic”) and the Holders from time to time party hereto.
AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of December 12, 2013, is made by Affinion Group, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and Apollo Management V, L.P., a Delaware limited partnership (“Apollo”), and acknowledged and consented to by General Atlantic Service Company, a Delaware limited liability company (“General Atlantic”).
WARRANT AGREEMENTWarrant Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec • Delaware
This WARRANT AGREEMENT (this “Agreement”) is made as of December 12, 2013, by and between AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 13 hereof.
AMENDMENT NO. 3 TO THE STOCKHOLDER AGREEMENTThe Stockholder Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec
This Amendment (this “Amendment”), dated as of December 12, 2013, 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.
AFFINION GROUP, INC. as Issuer the GUARANTORS named herein Wilmington Trust, National Association, as Holder Agent, Wells Fargo Bank, National Association, as New Investments Notes Representative, and THE HOLDERS FROM TIME TO TIME PARTY HERETO 13.50%...Note Agreement • December 13th, 2013 • Affinion Group, Inc. • Services-business services, nec • New York
NOTE AGREEMENT dated as of December 12, 2013 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association (the “Holder Agent’), as representative of the holders of Notes from time to time (collectively, the “Holders”) and Wells Fargo Bank, National Association, as representative of the holders of the New Investments Notes (hereafter defined) (the “New Investments Notes Representative”) as third-party beneficiaries named herein. On the Issue Date, the only Holder of the Notes will be Affinion Investments, LLC.
