AFFINION INTERNATIONAL HOLDINGS LIMITED as Issuer the GUARANTORS named herein $110,000,000 7.5% CASH/PIK SENIOR NOTES DUE 2018 INDENTURE Dated as of November 9, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of November 9, 2015 among Affinion International Holdings Limited, a private company limited by shares incorporated in England and Wales with registered number 3458969 (the “Issuer”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2015 • Affinion Group, 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”).
SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC., AND THE STOCKHOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 9, 2015Shareholders Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Shareholders Agreement (this “Agreement”) is made and entered into as of November 9, 2015 (the “Effective Date”) by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and the Stockholders (as defined herein). Capitalized terms used, but not otherwise defined, herein have the meanings set forth in Exhibit A attached hereto and made a part hereof by reference.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of November 9, 2015 (as amended or otherwise modified from time to time, this “Subordination Agreement”), is made among Affinion Group, Inc. (“Affinion Group”) as the “Subordinated Creditor” and each other Person that may from time to time become a party hereto as a “Subordinated Creditor” (collectively, the “Subordinated Creditors”), and each party listed on the signature pages hereto as an “Obligor” and each other Person that may from time to time become a party hereto as an “Obligor” (collectively, the “Obligors”).
TERMINATION AGREEMENT (Apollo Consulting Agreement)Termination Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
This Termination Agreement (this “Termination Agreement”) is made and entered into as of November 9, 2015 by and among AFFINION GROUP, INC., a Delaware corporation (the “Company”) and APOLLO MANAGEMENT V, L.P. (“Consultant”).
NOMINATING AGREEMENTNominating Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Ares Management LLC, on behalf of certain affiliated funds and managed accounts (collectively, “Ares”).
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE (AS DEFINED HEREIN).Shareholders Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT BY AND AMONG AFFINION GROUP HOLDINGS, INC. (THE “COMPANY”) AND THE STOCKHOLDERS PARTY THERETO, THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS OF THE COMPANY, IN EACH CASE, AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE SHAREHOLDERS AGREEMENT, THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS OF THE COMPANY ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
NOMINATING AGREEMENTNominating Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of November 9, 2015 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (“Third Avenue”).
TERMINATION AGREEMENT (Second Amended and Restated Registration Rights Agreement)Termination Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec • New York
This Termination Agreement (this “Termination Agreement”) is made and entered into as of November 9, 2015 by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP HOLDINGS, LLC (“Parent”), 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”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Registration Rights Agreement (as defined below).
AMENDMENT TO THE WARRANT AGREEMENTThe Warrant Agreement • November 12th, 2015 • Affinion Group, Inc. • Services-business services, nec
This Amendment (this “Amendment”) dated as of November 9, 2015, is made 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 (the “Warrant Agent”) and the Holders of a majority of the outstanding Warrants. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Warrant Agreement (as defined below).
