AFFINION GROUP HOLDINGS, INC., ET AL. AMENDED AND RESTATED SUPPORT AGREEMENT March 4, 2019

If, on or prior to the Launch Date, the Stockholder Necessary Approvals shall not have been obtained, then the Parties shall effectuate the Transaction through the In-Court Restructuring on terms and conditions consistent in all material respects with the Term Sheet.

If, on or prior to the Launch Date, the Stockholder Necessary Approvals shall have been obtained, then:

if each of (1) Consenting Noteholders holding, in the aggregate, at least 94.5% of the principal amount outstanding of all Note Claims have executed and delivered this Agreement, and (2) Consenting Lenders holding, in the aggregate, at least [75]% of the principal amount outstanding of all Lender Claims have executed and delivered this Agreement, then the Company shall commence an out-of-court exchange offer and consent solicitation on the terms set forth in the Term Sheet (the “Exchange Offer”) without simultaneously soliciting votes on the Plan; provided, however, that if by the tenth (10th) Business Day following Launch Date the following conditions (together, the “Offering Amendment Conditions”) have not been met or waived, then the Affinion Parties shall amend the Offering Memorandum and Disclosure Statement to commence simultaneously soliciting votes on the Plan to implement the In-Court Restructuring: (x) Noteholders holding, in the aggregate, at least 98% of the principal amount outstanding of all Note Claims have validly tendered their Existing Notes pursuant to the Exchange Offer; and (y) Lenders holding, in the aggregate, at least 95.5% of the principal amount outstanding of all Lender Claims have agreed to amend the Credit Agreement; or

if either (1) Consenting Noteholders holding, in the aggregate, at least 94.5% of the principal amount outstanding of all Note Claims have not executed and delivered this Agreement, or (2) Consenting Lenders holding, in the aggregate, at least [75]% of the principal amount outstanding of all Lender Claims have not executed and delivered this Agreement, then the Company shall simultaneously commence the Exchange Offer and solicit votes on the Plan.

If, on or before April 6, 2019 (as such date may be extended in writing from time to time by the Affinion Parties, with the consent of the Required Lenders (as defined in the Credit Agreement), the “Outer Date”), (i) Noteholders holding, in the aggregate, at least 98% of the principal amount outstanding of all Note Claims shall have validly tendered their Existing Notes pursuant to the Exchange Offer and not withdrawn prior to the expiration date of the Exchange Offer; (ii) Lenders holding, in the aggregate, at least 95.5% of the principal amount outstanding of all Lender Claims agree to amend the Credit Agreement as set forth in the Term Sheet (as so amended, the “Amended Senior Credit Agreement”); and (iii) (A) holders of Company Common Stock tender votes that constitute a Stockholder Supermajority Vote (as defined in the Shareholders Agreement, dated as of November 9, 2015, among Affinion Holdings and the investors party thereto (as amended from time to time, the “Shareholders Agreement”)) have granted the necessary approvals required pursuant to Section 2.2(a)(ii) and (iv) of the Shareholders Agreement for Affinion Holdings to consummate the Merger and for Affinion Holdings to enter into transactions with certain holders, or their affiliates, of 5% or more of the issued and outstanding Company Common Stock (the “Stockholder Necessary Approvals”) and (B) Affinion Holdings has filed with the Securities and Exchange Commission (the “SEC”) a definitive Information Statement on Schedule 14C disclosing the receipt of the required Stockholder Supermajority Vote to approve the Stockholder Necessary Approvals (the “Schedule 14C”) (the foregoing conditions under clause (i), (ii) and (iii), the “Consent Requirements”), then the Parties shall, subject to the satisfaction or waiver of the conditions precedent contained in the Definitive Documentation (as defined in Section 4 below), effectuate the Transactions through the Recapitalization on terms and conditions consistent in all material respects with the Term Sheet and through, among other things, the execution and delivery of the Definitive Documentation.

If the Recapitalization is consummated, at the sole discretion of the Administrative Agent under the Credit Agreement, funds equal to not more than $20 million otherwise distributable to the Consenting Lenders may be used to satisfy outstanding Lender Claims held by those Lenders that are not Consenting Lenders (the “Non-Consenting Lenders”).

If (A) the Consent Requirements are not satisfied by the Outer Date or (B) the Consent Requirements are satisfied by the Outer Date but the conditions precedent contained in the Definitive Documentation to effectuate the Recapitalization have not been satisfied or waived by five (5) Business Days after the Outer Date, then the Parties shall, as soon as practicable and no later than the date set forth in Schedule 1(d), but subject to the satisfaction or waiver of the conditions precedent contained in the Definitive Documentation, effectuate the Transaction through the In-Court Restructuring on terms and conditions consistent in all material respects with the Term Sheet and through, among other things, the execution and delivery of the Definitive Documentation.

Until such time as the Chapter 11 Cases have been commenced, but no later than the Outer Date (as defined in this Agreement) to the extent requested by Affinion Holdings, ICG, Empyrean Investments, LLC, Xxxxxxxxx LLC, and Xxxxxxx Associates, L.P. (either directly or through its affiliates) (the “Second Lien Commitment Parties”) agree to provide the second lien credit facility initially contemplated by that certain Commitment Letter dated as of November 14, 2018, delivered to the Company by certain Committed Lenders under and as defined thereunder (the “Second Lien Commitment Letter”) on the terms and conditions set forth therein, subject to the amendments, additional terms and conditions, waivers and other modifications to the terms of the Second Lien Commitment Letter set forth on Exhibit G hereto.¹

The definitive documents and agreements governing the Transactions (collectively, the “Definitive Documentation”) shall include:

the Investor Purchase Agreement;

In the event that the second lien credit facility (the “Second Lien Credit Facility”) as contemplated by the Second Lien Commitment Letter is funded (“Second Lien Credit Facility Funding”), each of the investors that have funded the executed Second Lien Credit Facility (each a “Second Lien Lender” and, together, the “Second Lien Lenders”) who are Consenting Stakeholders in any capacity whatsoever shall automatically and without further action of any kind become party to this Agreement as Consenting Stakeholders in their capacity as Second Lien Lenders.

the Affinion Parties’ Confidential Offering Memorandum, Consent Solicitation, Private Placement and Disclosure Statement setting forth the terms and conditions of the Transactions (the “Offering Memorandum and Disclosure Statement”);

the Amended Senior Credit Agreement, any amendments to other Senior Credit Documents and any related documents;

a supplemental indenture to the Existing Notes Indenture, effectuating the proposed amendments described in the Offering Memorandum and Disclosure Statement (the “Supplemental Indenture”);

an indenture (the “New Indenture”) governing the notes described in Annex B to the Term Sheet (the “New Notes”) and the form of the New Notes;

the Merger Agreement;

any amendment(s) to governance or organizational documents, including the bylaws and certificate of incorporation of Affinion Holdings (the “Charter Amendment”);

the warrant agreement (the “New Warrant Agreement”) governing the New Xxxxx Warrants;

a new Registration Rights Agreement, described in Annex E to the Term Sheet (the “Registration Rights Agreement”);

the new Stockholders Agreement, described in Annex F to the Term Sheet (the “Stockholders Agreement”);

the MIP;

the Investor Warrant Agreement;

the Warrant Agreement Amendment;

any amendments to, or new, executive employment agreements;

in the event of the Second Lien Credit Facility Funding, a Second Lien Credit Agreement to be entered into by and among Affinion Group Holdings, Inc., Affinion Group, Inc., the lenders party thereto and Cortland Capital Market Services LLC as Collateral Agent (the “Second Lien Agent” and such agreement, the “Second Lien Credit Agreement”), the related security agreements, and any other documents related to the Second Lien Credit Facility (the “Second Lien Documents”);

in the event the Chapter 11 Cases are commenced:

any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement; and

such other documents, pleadings, agreements or supplements, as may be reasonably necessary or advisable to implement the Transactions.

The Definitive Documentation identified in Section 4(a) of this Agreement that remain subject to completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheet), and shall otherwise be in form and substance satisfactory to the Affinion Parties; provided, however, that:

(a) the Offering Memorandum and Disclosure Statement (excluding exhibits, unless specifically enumerated in this Section 4(b)(i)), (b) the Amended Senior Credit Agreement, (c) the MIP, (d) the Plan (excluding exhibits, unless specifically enumerated in this Section 4(b)(i)), (e) the Solicitation Materials, (f) the Confirmation Order, (g) the DIP/Cash Collateral Documents, (h) the Supplemental Indenture, (i) the New Indenture and form of the New Notes, (j) the Charter Amendment and (k) any amendments to, or new, executive employment agreements shall also be in form and substance reasonably satisfactory to those Consenting Lenders holding, as of the applicable date(s) of determination, in the aggregate, at least a majority of the principal amount outstanding of all Lender Claims held by the Consenting Lenders as of such date(s) (the “Required Consenting Lenders”);

(a) the Offering Memorandum and Disclosure Statement (excluding exhibits, unless specifically enumerated in this Section 4(b)(ii)), (b) the Amended Senior Credit Agreement, (c) the Supplemental Indenture, (d) the New Indenture and form of the New Notes, (e) the Charter Amendment, (f) the New Warrant Agreement, (g) the Registration Rights Agreement, (h) the Stockholders Agreement, (i) the MIP, (j) the Plan (excluding exhibits, unless specifically enumerated in this Section 4(b)(ii)), (k) the Solicitation Materials, (l) the Confirmation Order, (m) the DIP/Cash Collateral Documents and (n) any amendments to, or new, executive employment agreements shall also be in form and substance reasonably satisfactory to the Consenting Noteholders holding, as of the applicable date(s) of determination, at least a majority of the principal amount outstanding of all Note Claims held by the Consenting Noteholders as of such date(s) (the “Required Consenting Noteholders” and each of (i) the Required Consenting Lenders and (ii) the Required Consenting Noteholders, the “Required Consenting Stakeholders”);

The Second Lien Credit Agreement and any other Second Lien Documents (if any) shall be in form and substance reasonably satisfactory to the Second Lien Lenders; and

(a) the Charter Amendment, (b) the New Warrant Agreement, (c) the Investor Warrant Agreement; (d) the New Notes and (e) the Stockholders Agreement shall conform in all material respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or Xxxxxxx, and the Registration Rights Agreement shall (i) conform in all material respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or Xxxxxxx, and (ii) otherwise be in form and substance reasonably satisfactory to at least one of ICG or Xxxxxxx;

The Affinion Parties shall use their reasonable best efforts to provide to HPS’s, Xxxxxxx’x, ICG’s and Xxxxxxx’x (each as defined below) legal counsel drafts of all motions or applications, including proposed orders, and other documents that the Affinion Parties intend to file with the Bankruptcy Court not less than three (3) days before the date when the Affinion Parties intend to file any such motion, application or document, including for the avoidance of doubt, all “first day” and “second day” motions and orders and without limiting any consent rights set forth in this Agreement, consult in good faith with such counsel regarding the form and substance of any such proposed filing; provided, however, that in the event that three (3) days’ notice is impossible or impracticable under the circumstances, the Affinion Parties shall provide draft copies of any motions or applications, including proposed orders and any other documents the Affinion Parties intend to file with the Bankruptcy Court to HPS’s, Xxxxxxx’x, ICG’s and Xxxxxxx’x legal counsel as soon as otherwise practicable before the date when the Affinion Parties intend to file any such motion, application or document. The Affinion Parties shall use reasonably best efforts to notify HPS’s, Xxxxxxx’x, ICG’s and Xxxxxxx’x legal counsel telephonically or by electronic mail to advise them of the documents to be filed and the facts that make the provision of advance copies not less than three (3) days before submission impossible or impracticable.

Notwithstanding anything in this Agreement to the contrary, in no case shall any of the proposed terms, conditions, representations, warranties or covenants of any Definitive Documentation have a material, disproportionate and adverse effect on (i) the Consenting Noteholders that were signatories to the Original Support Agreement as of the RSA Effective Date relative to other Noteholders or (ii) the Consenting Lenders that were signatories to the Original Support Agreement as of the RSA Effective Date relative to other Lenders.

support and cooperate with the other Parties to this Agreement to take all actions commercially reasonably necessary to support and consummate the Recapitalization;

if the Consent Requirements are not satisfied by the Outer Date, support and cooperate with the other Parties to this Agreement to take all actions commercially reasonably necessary to consummate the In-Court Restructuring;

take or cause to be taken all actions commercially reasonably necessary to consummate the Transactions on the terms and subject to the conditions set forth in the Term Sheet and this Agreement;

provide reasonably prompt written notice (in accordance with Section 26 of this Agreement) to Parties between the RSA Effective Date and the Termination Date of (A) the occurrence, or failure to occur, of any event of which the Party has actual knowledge which occurrence or failure would be reasonably likely to cause any covenant contained in this Agreement not to be satisfied in any material respect, or (B) receipt of any notice from any third party alleging that the consent of such third party is or may be required in connection with the Transactions;

to the extent any legal or structural impediment arises that would be reasonably likely to prevent, hinder, or delay the consummation of the Transactions, negotiate with the Parties in good faith appropriate and reasonable additional or alternative provisions to address any such impediment; provided that the treatment, claims of, or rights and benefits granted to, or received by, the Consenting Stakeholders, the proposed timing for consummation of the Transactions set forth in this Agreement, and other material terms of this Agreement must be substantially preserved in such alternative or additional provisions; and

negotiate in good faith any terms of the Definitive Documentation that are subject to negotiation as of the RSA Effective Date.

with respect to the Consenting Lenders only, (i) agree to forbear, and to instruct the Administrative Agent to forbear, from exercising any remedies against the Affinion Parties and any Guarantors of the Lender Claims, solely in accordance with the terms of the forbearance agreement, dated as of March 1, 2019, between Affinion, certain Affinion Parties thereto, the Administrative Agent and the Required Lenders (as defined under the Credit Agreement) (the “Forbearance Agreement”), and (ii) consent to amend the Credit Agreement to reflect the terms set forth in the Term Sheet and to permit the consummation of the Recapitalization, in each case, at or prior to the Outer Date (the “Lender Consent”);

with respect to the Consenting Noteholders only, at or prior to the Consent Time (as defined in the Offering Memorandum and Disclosure Statement) tender for exchange all Existing Notes beneficially owned by such Consenting Noteholder or for which it is the nominee, investment manager, or advisor for beneficial holders thereof pursuant to the Exchange Offer in accordance with the applicable procedures set forth in the Offering Memorandum and Disclosure Statement, in each case as specified by such Consenting Noteholder on its respective signature page hereto or thereafter acquired, and consent to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Existing Notes Indenture in accordance with the Term Sheet;

with respect to the Consenting Noteholders only, during any Chapter 11 Cases, agree to forbear, and to instruct the Trustee to forbear, from taking any action or exercising any rights or remedies against any guarantors of the Existing Notes;

with respect to the Consenting Lenders, the Consenting Noteholders and the Second Lien Lenders, agree that (i) whether or not required by the Amended Senior Credit Agreement, the Existing Notes Indenture or the Second Lien Credit Facility, respectively, upon the RSA Effective Date, such underlying debt shall not be publicly rated and (ii) upon the consummation of the Transactions, any new debt issued under the Amended Senior Credit Agreement, the New Indenture, or such other applicable debt documents, shall not be publicly rated;

with respect to those Consenting Stakeholders that have entered into a DIP Commitment, not terminate (nor seek to terminate) such DIP Commitment except as otherwise provided in such DIP Commitment;

with respect to those Consenting Stakeholders that have entered into the Second Lien Commitment Letter, to not terminate such commitment except as otherwise provided in such Second Lien Commitment Letter, subject to the waivers to the terms of the Second Lien Commitment Letter set forth on Exhibit G hereto;

with respect to those Consenting Stakeholders that are or that become Second Lien Lenders only, during any Chapter 11 Cases agree to forbear, and to instruct the Second Lien Agent to forbear, from taking any action or exercising any rights or remedies against any guarantors of the Second Lien Credit Facility;

with respect to those Consenting Stakeholders that hold Company Common Stock, simultaneously with the execution and delivery of the Original Support Agreement, vote all of its Company Common Stock now owned by such Consenting Stakeholder in favor of the Stockholder Necessary Approvals (including the ratification of the entry by any such holders or their affiliates into this Agreement) (the “Stockholder Consent”);

with respect to the Consenting Stakeholders that are to be a party to the Investor Purchase Agreement, simultaneously with the execution and delivery of this Agreement, duly execute and deliver the Investor Purchase Agreement;

with respect to Xxxxxxx, prior to the closing of the Second Lien Credit Facility, grant its consent to cause, or cause brokers on its behalf to grant consents to cause, the Trustee to enter into a supplemental indenture (the “Additional Supplemental Indenture”) with respect to the Existing Notes Indenture, which will amend the Existing Notes Indenture to permit the incurrence of the proposed Second Lien Credit Facility and all the transactions related thereto, including the upsizing of the debt baskets to allow for the incurrence of the full amount of the Second Lien Credit Facility (including any incremental amount and interest paid in kind contemplated by the Second Lien Commitment Letter), modifying the lien covenant to allow the Second Lien Credit Facility to be secured as contemplated by the Second Lien Commitment Letter, and permitting Affinion Holdings to guaranty the Second Lien Credit Facility and pledge its assets to secure such guarantee (provided that, the executed Supplemental Indenture will not become operative until the closing date for the Second Lien Credit Facility);

provide to counsel and investment banker for the Company on a confidential basis a schedule showing the principal amount of Lender Claims, Second Lien Claims, Existing Notes, and Company Common Stock held by such Consenting Stakeholder (the “Confidential Schedule of Holdings”), which shall not be disclosed by such counsel or investment banker to any third party without such Consenting Stakeholder’s prior written consent;

use commercially reasonable efforts to support and take all actions as are necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions;

effective solely upon the consummation of a Recapitalization, release and waive, and covenant not to xxx with respect to, any and all claims or causes of action of any kind whatsoever, arising from or relating to the Transactions, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Consenting Stakeholder’s or its successors’ and assigns’ ownership or acquisition of any equity securities of the Affinion Parties or any indebtedness under the Existing Notes Indenture or the Credit Agreement, including any related transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, including without limitation any approval or acceptance given or denied, which occurred, existed, or was taken, permitted or begun prior to the date of such release, in each case, that the Consenting Stakeholders or their successors and assigns have or may have had against (a) the Affinion Parties or their affiliates and stockholders and (b) the directors, officers, employees, attorneys, accountants, advisors, agents and representatives, in each case whether current or former, of the Affinion Parties or affiliates and stockholders, whether those claims arise under federal or state securities laws or otherwise (for the avoidance of doubt, the Consenting Stakeholders shall not be prohibited from asserting claims or causes of action against any Party or affiliate that has materially breached or terminated this Agreement); provided, however, that no claims or causes of action arising after the consummation of the Recapitalization or under any Definitive Documentation shall be released or waived, and no Consenting Stakeholder hereby covenants not to xxx with respect thereto;

solely with respect to an In-Court Restructuring, (i) timely vote all of its Lender Claims, Note Claims, Second Lien Claims (if any), and all other claims against, or, if and to the extent applicable, interests in (including the Existing Warrants, the Class C/D Common Stock and the Company Common Stock), as applicable, the Affinion Parties now or hereafter owned by such Consenting Stakeholder (or which such Consenting Stakeholder now or hereafter has voting control over) to accept the Plan in accordance with the applicable procedures set forth in the Disclosure Statement and the Solicitation Materials; (ii) timely return a duly-executed ballot in connection therewith; and (iii) not “opt out” of or object to any releases or exculpation provided under the Plan (and, to the extent required by such ballot, affirmatively “opt in” to such releases and exculpation);

unless this Agreement has been terminated, not withdraw, amend, change, or revoke (or seek to withdraw, amend, change, or revoke) its participation in the Exchange Offer, Lender Consent, Stockholder Consent, Investor Purchase Agreement, tender, consent, or vote with respect to the Plan (if the Transactions are implemented pursuant to an In-Court Restructuring), as applicable; provided, however, that upon termination of this Agreement (except if such Agreement is automatically terminated due to the consummation of the Transactions), any and all consents and ballots tendered by such Consenting Stakeholder prior to such termination shall be deemed, for all purposes, automatically null and void ab initio, shall not be considered or otherwise used in any manner by the Parties in connection with the Plan, this Agreement or otherwise, and such consents or ballots may be changed or resubmitted regardless of whether the applicable voting deadline has passed (without the need to seek a court order or consent from the Affinion Parties allowing such change or resubmission), and the Affinion Parties shall not oppose any such change or resubmission on account of this Agreement;

not (i) object to, delay, impede, or take any other action (including, as applicable, to instruct or direct the Trustee or Administrative Agent or any successor to the Trustee or Administrative Agent) to interfere with the prompt consummation of the Transactions or the Definitive Documentation (including the entry by the Bankruptcy Court of an order approving the Disclosure Statement, orders authorizing the Affinion Parties to retain and employ Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP, Guggenheim Securities, LLC, and AlixPartners LLP (collectively, the “Affinion Advisors”) and the Confirmation Order, if applicable); (ii) directly or indirectly, propose, file, support, or vote for any restructuring, workout, reorganization, liquidation, or chapter 11 plan for any of the Affinion Parties, other than the Transactions and the Plan; or (iii) encourage or support any other person or entity to do any of the foregoing; and

not take any other action, including, without limitation, initiating or joining in any legal proceeding, that is inconsistent with its obligations under this Agreement, that could hinder, delay, or prevent the timely consummation of the Transactions and, if the Transactions are implemented pursuant to an In-Court Restructuring, the confirmation and consummation of the Plan and entry of the Confirmation Order.

use commercially reasonable efforts to implement and consummate the Transactions in accordance with the applicable milestones set forth in Schedule 1 hereto (collectively, the “Milestones”), which Milestones may only be extended in accordance with Section 28 of this Agreement;

support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions;

timely pay all fees and expenses as set forth in Section 15 of this Agreement;

if the Transactions are implemented pursuant to an In-Court Restructuring, (a) timely file a formal objection to any motion filed with the Bankruptcy Court seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code); (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code; or (iii) dismissing the Chapter 11 Cases and (b) actively oppose and object to the efforts of any person seeking to directly or indirectly, object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections or written responses in a Chapter 11 Cases);

if the Transactions are implemented pursuant to an In-Court Restructuring, timely file a formal objection to any motion filed with the Bankruptcy Court seeking the entry of an order modifying or terminating the Affinion Parties’ exclusive right to file and/or solicit acceptances of a plan of reorganization;

to operate its business in the ordinary course, taking into account the commencement of the Chapter 11 Cases, if applicable;

to use commercially reasonable efforts to execute and deliver the Definitive Documentation and any other required agreements to effectuate and consummate the Transactions as contemplated by this Agreement; and

to use commercially reasonable efforts to seek additional support for the Transactions from the Affinion Parties’ other material stakeholders to the extent reasonably prudent.

to undertake any action that is inconsistent with this Agreement, or which would unreasonably delay consummation of the Transactions and the Definitive Documentation; and

to seek, solicit, or support any dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets (other than sale of inventory in the ordinary course), debt or equity financing or re-financing, or restructuring of the Affinion Parties (including, for the avoidance of doubt, a transaction premised on an asset sale under section 363 of the Bankruptcy Code), other than the Plan and Transactions.

the failure to meet any Milestone unless (i) such failure is the result of any act, omission or delay on the part of any (x) Consenting Lender (solely in its capacity as a Consenting Lender), in the case of termination by the Required Consenting Lenders, (y) Consenting Noteholder (solely in its capacity as a Consenting Noteholder), in the case of termination by the Required Consenting Noteholders or (z) Second Lien Lender (solely in its capacity as a Second Lien Lender), in the case of termination by the Second Lien Lenders, in violation of its obligations under this Agreement or (ii) such Milestone is waived by the Required Consenting Stakeholders in accordance with Section 28 of this Agreement;

in the event the Chapter 11 Cases are commenced, the Bankruptcy Court enters an order converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or an order dismissing one or more of the Chapter 11 Cases;

in the event the Chapter 11 Cases are commenced, the Bankruptcy Court enters an order appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases;

with respect to the Required Consenting Lenders, the Definitive Documentation does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, the Consenting Lenders, or otherwise is not in form and substance reasonably acceptable to the Required Consenting Lenders (to the extent such acceptance is required by Section 4(b)) (in each instance, unless such Definitive Documentation has otherwise been previously agreed to, in writing, by the Required Consenting Lenders);

with respect to the Required Consenting Noteholders, the Definitive Documentation does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, the Consenting Noteholders or otherwise is not in form and substance reasonably acceptable to the Required Consenting Noteholders (to the extent such acceptance is required by Section 4(b)) (in each instance, unless such Definitive Documentation has been previously agreed to in writing by the Required Consenting Noteholders);

with respect to the Second Lien Lenders, the Definitive Documentation does not conform in all material economic respects to this Agreement and Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, the Second Lien Lenders or otherwise is not in form and substance reasonably acceptable to the Second Lien Lenders (to the extent such acceptance is required by Section 4(b)) (in each instance, unless such Definitive Documentation has previously been agreed to in writing by the Second Lien Lenders);

in the event the Chapter 11 Cases are commenced, any Affinion Party files with the Bankruptcy Court any motion or application seeking authority to sell any material assets that is not contemplated in the Term Sheet without the prior written consent of the Required Consenting Lenders, the Required Consenting Noteholders and the Second Lien Lenders;

in the event the Chapter 11 Cases are commenced, the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any material assets of the Affinion Parties;

(1) any Affinion Party: (A) materially breaches any representation, warranty, or covenant under this Agreement, which breach is not cured within five (5) Business Days after receiving written notice of such breach, (B) withdraws or revokes the Plan, (C) amends or modifies the Definitive Documentation in a manner that is inconsistent in any material respect with the terms set forth in the Term Sheet and this Agreement, the other rights and benefits granted to, or received by, the Consenting Lenders, the Consenting Noteholders or the Second Lien Lenders, as applicable, pursuant to the Term Sheet or this Agreement, or the implementation thereof, unless such amendment or modification is otherwise consented to in accordance with Section 28 hereof or (D) files, publicly announces, or informs the Consenting Stakeholders of its intention to file a chapter 11 plan that contains terms and conditions that (i) do not provide the Consenting Lenders, the Consenting Noteholders or the Second Lien Lenders, as applicable, with the economic recovery set forth on, or the other rights and benefits granted to, or received by, the Consenting Lenders, the Consenting Noteholders or the Second Lien Lenders, as applicable, pursuant to the Term Sheet or this Agreement and (ii) are not otherwise consistent with this Agreement and the Term Sheet; (2) the Required Consenting Lenders (so long as such terminating Consenting Stakeholder is not a Consenting Lender) materially breach any representation, warranty or covenant under this Agreement, which breach or breaches are not cured within five (5) Business Days after receiving written notice of such breaches; (3) the Required Consenting Noteholders (so long as such terminating Consenting Stakeholder is not a Consenting Noteholder) materially breach any representation, warranty or covenant under this Agreement, which breach or breaches are not cured within five (5) Business Days after receiving written notice of such breaches; or (4) any Consenting Stakeholder that has entered into the Second Lien Commitment Letter breaches its obligations (i) under Section 6(f) of this Agreement not to terminate such commitment or (ii) under the Second Lien Commitment Letter to fund the Second Lien Credit Facility, in either case which breach or breaches are not cured within five (5) Business Days after receiving written notice of such breaches;

one or more of the DIP Commitments shall have been terminated by an Affinion Party without the consent of the Backstop Parties;

the occurrence of the termination of the Forbearance Agreement; provided, however, that this provision shall not apply if the Chapter 11 Cases are filed;

in the event the Chapter 11 Cases are commenced, either (i) any Affinion Party files with the Bankruptcy Court a motion, application, or adversary proceeding (or any Affinion Party supports any such motion, application, or adversary proceeding filed or commenced by any third party) (a) challenging the validity, enforceability, or priority of, or seeking avoidance or subordination of, the Lender Claims, the Note Claims or the Second Lien Claims, as applicable or (b) asserting any other cause of action against the Consenting Lenders, the Administrative Agent, the Consenting Noteholders, the Second Lien Lenders or the Trustee, as applicable, other than for the enforcement of the obligations of the Consenting Stakeholders hereunder or (ii) the Bankruptcy Court enters an order providing relief against any Consenting Lender, the Administrative Agent, any Consenting Noteholder, any Second Lien Lender or the Trustee, as applicable, with respect to any of the foregoing causes of action or proceedings filed by any Affinion Party;

if the Bankruptcy Court or other governmental authority with jurisdiction shall have issued any order, injunction, or other decree or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins, or otherwise prohibits the implementation of the Transactions in a way that cannot be remedied by the Affinion Parties or the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement and the Term Sheet;

any Affinion Party terminates its obligations under and in accordance with Section 9(d) of this Agreement;

the Affinion Parties fail to timely pay the Restructuring Expenses in accordance with Section 15 hereof;

in the event the Chapter 11 Cases are commenced, the entry of an order by the Bankruptcy Court or any other court with appropriate jurisdiction denying confirmation of the Plan, or if the Confirmation Order is reversed or vacated by a final order;

in any instance, the Consenting Stakeholders do not hold, in the aggregate, at least 66-2/3% of the principal amount outstanding of all of each of the Lender Claims, the Second Lien Claims and the Note Claims;

in the event the Chapter 11 Cases are commenced, the Affinion Parties execute or file with the Bankruptcy Court any Definitive Documentation that is inconsistent with the requirements set forth in Section 4(b) of this Agreement; or

in the event the Chapter 11 Cases are commenced, the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of the Affinion Parties’ exclusive right to file a plan or plans of reorganization pursuant to section 1121 of the Bankruptcy Code.

the failure to meet the Milestone set forth on Schedule 1(e)(4) unless (i) such failure is the result of any act, omission, or delay on the part of any Affinion Party in violation of its obligations under this Agreement or (ii) such Milestone is waived by the Affinion Parties in accordance with Section 28 of this Agreement;

a material breach by any Consenting Stakeholder of any representation, warranty, or covenant of such Consenting Stakeholders set forth in this Agreement that could reasonably be expected to have a material adverse impact on the timely consummation of the Transactions that (to the extent curable) remains uncured for a period of five (5) days after notice and a description of such breach is provided to such Consenting Stakeholder; provided that such termination right shall be ineffective if the Affinion Parties are seeking termination as a result of a breach by any Consenting Stakeholder and at such time Consenting Lenders and Consenting Noteholders holding, in the aggregate, at least 66-2/3% of the principal amount outstanding of all of each of the Lender Claims and Note Claims, respectively, have not breached this Agreement in any material respect;

one or more of the DIP Commitments shall have been terminated without the consent of the Affinion Parties, provided, however, that the termination of one or more DIP Commitments without the consent of the Affinion Parties shall not give rise to a Company Termination Event hereunder if within ten (10) Business Days following receipt by the Affinion Parties and Xxxxxxx of an Enforcement Notice, Xxxxxxx or its affiliate has delivered to the Affinion Parties a commitment to provide replacement junior DIP financing that provides for the repayment of all amounts outstanding under the DIP Facility and the termination of all DIP Commitments;

the Affinion Parties determine to terminate this agreements pursuant to Section 7(d) of this Agreement;

in any instance, the Consenting Stakeholders remaining as Parties to this Agreement do not meet the voting thresholds in Section 1(b) and (c) of the Original Support Agreement; or

if the Bankruptcy Court or other governmental authority with jurisdiction shall have issued any order, injunction, or other decree or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins, or otherwise prohibits the implementation of the Transactions in a way that cannot be remedied by the Affinion Parties.

Any Consenting Stakeholder may terminate this Agreement as to itself only, in the event that (a) this Agreement is amended, modified or supplemented without its consent in such a way as to materially, disproportionately and adversely affect such Consenting Stakeholder relative to similarly situated Consenting Stakeholders and (b) such amendment, modification or supplement is not undone, or such consent is not obtained, within five (5) Business Days following the provision of written notice describing such amendment, modification or supplement to the Affinion Parties and the other Consenting Stakeholders; provided, that this Section 10(a) shall not apply to the commitments of the Consenting Stakeholders under section 6(o).

Acting together, ICG and Xxxxxxx shall have the right, but not the obligation, upon written notice to the other Parties, to terminate their obligations under this Agreement upon the occurrence of the following events, unless waived, in writing, by ICG and Xxxxxxx on a prospective or retroactive basis:

the Charter Amendment, the New Warrant Agreement, the Investor Warrant Agreement, the New Notes or the Stockholders Agreement does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or Xxxxxxx, or

the Registration Rights Agreement (y) does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or Xxxxxxx, or (z) otherwise is not in form and substance reasonably satisfactory to at least one of ICG or Xxxxxxx (to the extent such acceptance is required by Section 4(b)) (in each instance, unless such modification has previously been agreed to in writing by ICG or Xxxxxxx).

Nothing in this Agreement shall be construed as precluding any Consenting Stakeholder or any of its affiliates from acquiring additional claims against or interests in any Affinion Parties; provided, however, that any such claims or interests shall automatically be subject to the terms and conditions of this Agreement. Upon any such further acquisition by a Consenting Stakeholder or any of their respective affiliates, such Consenting Stakeholder shall promptly notify in writing the Affinion Parties, counsel to HPS (as defined below) and counsel to Xxxxxxx (as defined below). Notwithstanding the foregoing, any claims against or interests in any Affinion Parties purchased by an affiliate of Xxxxxxx Sachs Bank USA shall not automatically be subject to the terms and conditions of this Agreement.

Notwithstanding the foregoing, the party who is designated in the Confidential Schedule of Holdings may settle or deliver any claims or interests pursuant to an agreement to Transfer such claims or interest entered into by such Party prior to the date of this Agreement and pending as of the date of such Party’s entry into this Agreement without the requirement that the transferee be or become a Party or execute a Transferee Joinder and any such Transfer shall not be subject to the restrictions of Section 13.

Subject to Section 12 of this Agreement, the Affinion Parties shall pay or reimburse, and, if applicable, shall seek under the DIP/Cash Collateral Documents authority to pay in the event the Chapter 11 Cases are commenced, when due and payable (and in any event no later than five (5) days following receipt of an invoice) all reasonable and documented fees and out-of-pocket expenses (regardless of whether such fees and expenses were incurred before or after the Petition Date (as defined below), and in each case, in accordance with (and when due under) any applicable engagement letter or fee reimbursement letter with the Affinion Parties) of: (a) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and one local Delaware law firm, as counsel to HPS Investment Partners, LLC (“HPS”); (b) FTI Consulting, Inc., as the financial advisor retained on behalf of HPS; (c) White & Case LLP, Xxxxxxxxx Xxxxxx Xxxxx & Xxxxx, LLP, Xxxxxxxxx & Xxxxxxxx LLP, Ropes & Xxxx LLP and one local Delaware law firm, as counsel to Xxxxxxx Associates LP, Xxxxxxx International LP, Manchester Securities Corp. and XXX Investments Limited (collectively, “Xxxxxxx”); (d) one financial advisor to Xxxxxxx, (e) Xxxxxxxxx & Xxxxxxx LLP as counsel to Metro SPV LLC (“ICG”) and Wachtell, Lipton Xxxxx & Xxxx LLP as counsel to Xxxxxxx Capital Management, L.P. (“Xxxxxxx”), in each case in respect of the Transactions (the “Restructuring Expenses”); provided, however, that any invoices shall be provided only in summary form.

In the event the Chapter 11 Cases are commenced, all such reasonable and documented Restructuring Expenses incurred and invoiced up to the Petition Date shall be paid in full prior to the Petition Date (without deducting any retainers). The Restructuring Expenses shall be paid without the requirement for the filing of retention applications, fee applications or any other applications in the Chapter 11 Cases, and without any requirement for further notice of Bankruptcy Court review or approval, but subject to any procedural requirements in the DIP/Cash Collateral Documents.

Each Consenting Stakeholder hereby represents and warrants on a several and not joint basis, for itself and not any other person or entity, that the following statements are true, correct, and complete as of the date hereof:

it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

this Agreement has been duly executed and delivered by such Consenting Stakeholder, and this Agreement is the legal, valid, and binding obligation of such Consenting Stakeholder, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally;

it is not a party to any contracts or other agreements that would conflict with, restrict, or prohibit its ability to fulfill its obligations under this Agreement;

it acknowledges that it has had the opportunity to speak with a representative of the Affinion Parties and to obtain and review information reasonably requested by such Consenting Stakeholder from the Affinion Parties, and that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Affinion Advisors, other than the representations and warranties of the Affinion Parties set forth in this Agreement and the Definitive Documentation, and that it has sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, the Term Sheet and the Transactions, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement and participate in the Transactions, and it has made its own analysis and decision to enter into this Agreement and participate in the Transactions and otherwise investigated this matter to its full satisfaction;

it beneficially owns, serves as nominee, investment manager, or advisor for beneficial holders of, or otherwise has the power to control or has investment authority over the aggregate principal amount of the claims and interests identified across from its name on the Confidential Schedule of Holdings and in the amounts set forth therein as of the date of the Original Support Agreement, in each case, free and clear of any pledge, security interest, claim, lien, voting agreement, proxy or other encumbrance of any kind;

it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act);

it is an “institutional account” with the meaning of FINRA Rule 4512(c);

it is not subject to a disqualification described in Rule 506(d) of Regulation D under the Securities Act;

it understands that it may be required to bear the economic risk of its investment in the securities and other consideration it may receive in the Transactions indefinitely, and is able to bear such risk and the risk of a complete loss of its investment in the Affinion Parties resulting from its participation in the Transactions;

it understands that none of the securities that may be issued in any of the Transactions will be registered under the Securities Act or any state securities laws and that any such securities are being offered in reliance on specific exemptions from the registration requirements of the Securities Act and state securities law and regulations, and agrees that the Affinion Parties may rely upon the truth and accuracy of, and such Consenting Stakeholder’s compliance with, its representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of the Consenting Stakeholder to acquire any securities as part of the Transactions. The Consenting Stakeholder understands that there is no established market for the securities and that no public market for the securities may develop. The Consenting Stakeholder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities or the fairness or suitability of the investment in the securities, nor have such authorities passed upon or endorsed the merits of the Transactions; and

to the extent it acquires any securities in the Transactions, it is acquiring such securities for investment purposes only for its own account without a view to distribution thereof within the meaning of the Securities Act.

Each Affinion Party hereby represents and warrants on a joint and several basis (and not any other person or entity other than the Affinion Parties) to each of the other Parties to this Agreement that the following statements are true, correct, and complete as of the date hereof (provided that it is understood and agreed that references to “affiliates” below excludes any of the Consenting Stakeholders and their affiliates (other than the Affinion Parties)):

it has sufficient knowledge and experience to evaluate properly the terms and conditions of the this Agreement and the Term Sheet, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction.

it is a corporation, limited liability company or limited company, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable; and it is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where failure to be so qualified or in good standing would not individually or in the aggregate have a Material Adverse Effect. “Material Adverse Effect” means a change, event, occurrence or development that, either alone or in combination, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, operations, condition (financial or otherwise) or results of operations of the Affinion Parties taken as a whole, or (b) its ability to perform its obligations under this Agreement; except any change, event, occurrence or development arising out of, resulting from or attributable to any of the following after the date hereof: (a) a general change or development in the economy, market (including the capital, financial, credit or securities markets) or political environment, (b) a general change or development in any of the industries in which the Affinion Parties operate, (c) a change or proposed change in law or the interpretation thereof affecting such industries, (d) a change or proposed change in GAAP or the interpretation thereof, (e) the

it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder and have taken all necessary corporate, limited liability company or other action, as applicable, to authorize the execution, delivery, and performance of this Agreement, including approval of each of the independent directors or managers, as applicable, of each Affinion Party;

(a) this Agreement has been duly executed and delivered by it; and (b) (1) this Agreement is the legal, valid, and binding obligation of it, enforceable against it in accordance with its terms and (2) if the Transactions are implemented pursuant to an In-Court Restructuring, subject to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, in each case, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and is in full force and effect;

neither the execution and delivery by it of this Agreement, the compliance by it with the terms and conditions hereof, nor the consummation by it or any of its affiliates of the Transactions will (a) violate, result in a breach of, or constitute a default under their respective certificates of incorporation, bylaws, certificate of formation, articles of association or limited liability company agreement, as applicable, or the respective organization documents of any of its affiliates; (b) subject to the effectiveness of the Stockholder Consent, violate, result in a breach of, or constitute (with or without notice or lapse of time, or both) a default (other than, for the avoidance of doubt, a breach or default that would be triggered as a result of the Chapter 11 Cases or any Affinion Party’s undertaking to implement the Transactions through the Chapter 11 Cases) under any contract, judgment, order, or decree to which it or any of its affiliates is a party or is otherwise bound, or give to others any rights or interests (including rights of purchase, termination, cancellation or acceleration) under any such agreement or instrument; or (c) conflict with or violate any applicable laws, statutes, rules, regulations, ordinances judgments or orders (whether federal, state, local or foreign), except in the case of clause (ii) as would not reasonably be expected to materially and adversely affect any or all of the Affinion Parties or their ability to consummate the Transactions as contemplated herein;

Affinion Holdings has filed or furnished, as applicable, all forms, filings, registrations, submissions, statements, certifications, reports, and documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act and the Securities Act (collectively, “SEC Filings”), since December 31, 2016 (the SEC Filings since December 31, 2016 and through the date hereof, including any amendments thereto, the “Company Reports”). As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), each of the Company Reports, as amended, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading;

Affinion Holdings’ consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports were prepared (i) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated

the issuance of the New Notes has been duly authorized by Affinion, and, upon issuance, the New Notes will be legal, valid and binding obligations of Affinion, enforceable against Affinion in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally;

the issuance of the New Xxxxx Warrants and, subject to the effectiveness of the Stockholder Consent and the Merger, the Investor Warrants, Class M Common Stock and the New Common Stock (as defined in the Term Sheet) has been duly authorized by Affinion Holdings and, upon issuance, the New Xxxxx Warrants will be legal, valid and binding obligations of Affinion Holdings, enforceable against Affinion Holdings in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally. Subject to the effectiveness of the Stockholder Consent and the Merger, the New Common Stock issuable upon the exercise of the New Xxxxx Warrants will be, prior to issuance, duly authorized, will be validly issued, fully paid and nonassessable and will not be issued in violation of the certificate of incorporation, by-laws or other organizational documents of Affinion Holdings. The authorized, issued and outstanding share capital of each of Affinion Holdings is as set forth in the Offering Memorandum and Disclosure Statement (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants). None of the outstanding Company Common Stock or securities convertible into Company Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of Affinion Holdings. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or

on or prior to the consummation of the Exchange Offer, any guarantee made by it relating to the issuance of the New Notes will be duly authorized by it or such affiliate and, upon issuance of the New Notes, the guarantee shall be a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and is in full force and effect;

assuming the truth and accuracy of the representations of each Consenting Stakeholder set forth in Section 17(a), it is not necessary, in connection with the issuance of the New Notes, New Xxxxx Warrants, Investor Warrants or New Common Stock to the Consenting Stakeholder, to register the New Notes, New Xxxxx Warrants, Investor Warrants, Class M Common Stock or New Common Stock under the Securities Act;

Affinion has prepared and delivered to each Consenting Stakeholder copies of the definitive Offering Memorandum and Disclosure Statement related to the Exchange Offer;

upon the closing of the issuance of the New Notes, the New Indenture governing the New Notes shall be a legal, valid and binding obligation of each of the Affinion Parties and any affiliate thereof that acts as a guarantor of the New Notes, enforceable against such parties in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally;

except as would not have, individually or in the aggregate, a Material Adverse Effect or as disclosed in the Offering Memorandum and Disclosure Statement, it and its affiliates have good and marketable title to all real properties and good title to all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would affect the value thereof

it and its affiliates possess all approvals, permits and licenses issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them except as would not have, individually or in the aggregate, a Material Adverse Effect and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to it or any of its affiliates, would individually or in the aggregate have a Material Adverse Effect;

no labor dispute with its or any of its affiliates’ employees exists or, to its knowledge, is imminent that would reasonably be likely to have a Material Adverse Effect;

it and its affiliates own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them except as would not individually or in the aggregate result in a Material Adverse Effect, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to it or its affiliates, would individually or in the aggregate have a Material Adverse Effect;

except as disclosed in the Offering Memorandum and Disclosure Statement or as would not reasonably be expected to have a Material Adverse Effect, to its knowledge, it and its affiliates are in compliance with, and conduct their business in conformity with, all U.S. federal, state and foreign marketing, privacy and insurance laws, rules and regulations applicable to them in connection with conducting their business as described in the Offering Memorandum and Disclosure Statement;

except as disclosed in the Offering Memorandum and Disclosure Statement, neither it nor any of its affiliates, to its knowledge, is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any offsite disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and it is not aware of any pending investigation which would reasonably be likely to lead to such a claim;

except as disclosed in the Offering Memorandum and Disclosure Statement, there are no pending actions, suits or proceedings against or affecting it, its affiliates or any of their respective properties that, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect their ability to perform their obligations hereunder, under the New Notes, New Common Stock, Investor Warrants or the New Xxxxx Warrants or which are otherwise material in the context of the issued of the New Notes, New Common Stock, Investor Warrants or the New Xxxxx Warrants; and, to its knowledge, no such actions, suits or proceedings are threatened;

it maintains a system of accounting controls sufficient to provide reasonable assurances that: (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles, as applied in the United States, and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

except as disclosed in the Offering Memorandum and Disclosure Statement, since the date of the latest financial statements included in the latest Company Report: (i) there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of Affinion and its subsidiaries taken as a whole, and, (ii) except as disclosed in or contemplated by the Offering Memorandum and Disclosure Statement, since December 31, 2017 there has been no dividend or distribution of any kind declared, paid or made by Affinion on any class of its capital stock;

except as disclosed in writing in Schedule 2 annexed hereto, it has no knowledge of any Default or Event of Default (each as defined in the Credit Agreement or the Existing Notes Indenture, as applicable) under the Credit Agreement or the Existing Notes Indenture which has occurred and is continuing.

except as would not have, individually or in the aggregate, a Material Adverse Effect or as otherwise disclosed in the Offering Memorandum and Disclosure Statement, it and its affiliates are insured by nationally recognized insurers with coverage in such amounts and with such deductibles and covering such risks as are generally deemed prudent and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by it or its affiliates against theft, damage, destruction, acts of vandalism and earthquakes. It has no reason to believe that it or any of its affiliates will not be able (a) to renew its existing insurance coverage as and when such policies expire or (b) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not have a Material Adverse Effect. Neither it nor any of its affiliates has been denied and not subsequently obtained any insurance coverage that it has sought or for which it has applied;

neither it nor any of its affiliates nor, to its knowledge, any of its or their directors, officers, agents or employees or affiliate is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and it and its affiliates, have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

its and its affiliates’ operations are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of its affiliates with respect to the Money Laundering Laws is pending or, to its knowledge, threatened; and

neither it nor any of its affiliates nor, to its knowledge, any of its or their directors, officers, agents, employees or affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and it will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

If to any Affinion Party:

If to HPS:

If to Xxxxxxx:

Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of any Party to protect and preserve its rights, remedies, and interests, including without limitation, its claims against any of the other Parties.

Without limiting sub-clause (a) of this Section 29 in any way, if the Transactions are not consummated in the manner and on the timeline set forth in this Agreement, or if this Agreement is terminated for any reason, nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses and the Parties expressly reserve any and all of their respective rights, remedies, claims, and defenses, subject to Section 19 of this Agreement. This Agreement, the Plan (in the event the Chapter 11 Cases are commenced), and any related document shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to

Notwithstanding anything herein to the contrary, the Affinion Parties shall be permitted to make such public disclosures with the SEC as the Affinion Parties, based on the advice of outside counsel, deem necessary or appropriate to satisfy their obligations to make public disclosures pursuant to the Exchange Act.

Notwithstanding anything herein to the contrary, the Parties may enter into discussions with principals, employees, agents or professionals of the Lenders and the Administrative Agent, the Second Lien Lenders, the Noteholders and the Trustee, and holders of Company Common Stock (including of Class C/D Common Stock) or Existing Warrants in furtherance and support of this Agreement and the Transactions contemplated herein; provided, however, that prior to any Consenting Stakeholder engaging in such discussions, Affinion Holdings has confirmed to such Consenting Stakeholder that the foregoing persons have entered into confidentiality agreements with, or otherwise owe a duty of trust or confidence to, Affinion Holdings.

Subject to the terms and conditions of this Section 39, for so long as Xxxxxxx, ICG or Xxxxxxx remains a Consenting Noteholder (each, a “ROFO Owner”), such Consenting Noteholder shall have a right of first offer to purchase any Existing Notes that any other Consenting Noteholder (a “ROFO Initiator”) proposes to Transfer. No Consenting Noteholder may Transfer any Existing Notes without first complying with the terms and conditions of this Section 39; provided that this Section 39 shall not apply to a transfer by a Consenting Noteholder to one or more of its Affiliates.

Each time a ROFO Initiator proposes to Transfer any Existing Notes owned by it (the “Transfer Notes”), the ROFO Initiator shall give a written notice (the “ROFO Initiator Notice”) to each of the ROFO Owners who is not an Affiliate of the ROFO Initiator, specifying the aggregate principal amount of the Existing Notes proposed to be sold by such ROFO Initiator and the price at which such ROFO Initiator desires to sell such Existing Notes (the “Transfer Price”).

Within three (3) Business Days after the receipt of a ROFO Initiator Notice (the “ROFO Exercise Period”), each ROFO Owner wishing to exercise its right of first offer under this Section 39 shall submit a written notice to the ROFO Initiator accepting the Transfer Price and indicating any other material terms and conditions on which, such ROFO Owners are willing to purchase all (but not less than all) of the Transfer Notes (a “ROFO Exercise Notice”). A ROFO Owner’s failure to deliver a valid ROFO Exercise Notice prior to the expiration of the ROFO Exercise Period shall be deemed an election by such ROFO Owner not to exercise its rights pursuant to this Section 39. If any ROFO Owner provides a ROFO Exercise Notice within the ROFO Exercise Period, the ROFO Initiator shall Transfer of all of the Transfer Notes on commercially reasonable terms to such ROFO Owners (in proportion to the ownership percentage of each ROFO Owner).

If no ROFO Owner delivers a ROFO Exercise Notice prior to the end of the ROFO Exercise Period, then the ROFO Initiator shall have three (3) Business Days after the expiration of the ROFO Exercise Period during which to Transfer, subject to compliance with Section 13, all of the Transfer Notes to a third party purchaser (“Third Party Purchaser”) at a price greater than the Transfer Price and on terms no more favorable to such Third Party Purchaser in all material respects than those contained in the ROFO Offer. If, at the end of such three-Business-Day period, the ROFO Initiator has not completed a Transfer of the Transfer Notes to a third party purchaser, the ROFO Initiator shall no longer be permitted to Transfer the Transfer Notes to any Person without again complying with the requirements of this Section 39.

For purposes of this Section 39: (i) the term “Affiliate” means any individual, partnership, corporation, trust or other entity or association, directly or indirectly, through one (1) or more intermediaries, controlling, controlled by, or under common control with a Person; (ii) the term “control,” as used in the immediately preceding clause (i), means, with respect to a corporation or limited liability company the right to exercise, directly or indirectly, twenty percent (20%) or more of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity; and (iii) the term “Person” means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. With respect to any Person who is a general partner of a Person, such general partner is an Affiliate of such Person. With respect to a trust, any Affiliate shall include any Person which is a trustee or lifetime beneficiary of such trust.

no later than the later of (x) four (4) Business Days after the RSA Effective Date and (y) three (3) Business Days after the receipt of the Stockholder Supermajority Vote (such later date, the “Launch Date”), the Affinion Parties shall have caused the Information Agent to mail the Offering Memorandum and Disclosure Statement to Eligible Holders; provided, however, that the Launch Date shall not be later than March 8, 2019;

no later than one (1) Business Day after the Launch Date, Affinion Holdings filed with the SEC a preliminary Information Statement on Schedule 14C;

no later than twelve (12) calendar days from the filing of the preliminary Information Statement on Schedule 14C (or the next Business Day thereafter if such 12^th calendar day is not a Business Day), Affinion Holdings shall have filed with the SEC a definitive Information Statement on Schedule 14C; provided that the foregoing milestone shall not be required to be met if the SEC has notified Affinion Holdings that it will review the preliminary Information Statement on Schedule 14C;

unless (x) the Consent Requirements or the Offering Amendment Conditions of the Agreement have been satisfied on or before the Outer Date, then no later than 11:59 p.m. prevailing Eastern Time on April 7, 2019, or (y) if the Consent Requirements have been satisfied on or before the Outer Date, but the conditions precedent contained in the Definitive Documents to the effectuate the Recapitalization have not been satisfied or waived by five (5) Business Days after the Outer Date, then no later than 11:59 p.m. prevailing Eastern Time on April 14, 2019, the Affinion Parties shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such applicable filing date, the “Petition Date”);

if in an In-Court Restructuring:

Event of Default under Section 7.01(c) of the Credit Agreement with respect to not making the payment of interest due on February 19, 2019, for which the applicable grace period expired on February 26, 2019.

AMENDED AND RESTATED TERM SHEET

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Holders of claims under the Revolver (the “Revolver Claims”) shall be repaid in full at par using proceeds from the Rights Offering and available cash on hand (for the avoidance of doubt, to the extent not otherwise paid, interest shall continue to accrue until repayment in full at the contract, non-default rate), following which availability under the Revolver shall be permanently reduced to $85.0 million. The Revolver will be provided on a super-senior basis pursuant to the payment waterfall providing that payment after an event of default will be applied first to the Revolver.

Holders of Revolver Claims will be impaired and entitled to vote to accept or reject the Plan.

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Each holder of claims under the Existing Term Loans (the “Term Loan Claims”) shall receive (x) (i) payment in full of the accrued and unpaid interest on the Existing Term Loans (for the avoidance of doubt, interest, to the extent not otherwise paid, shall continue to accrue until repayment in full at the contract, non-default rate), and (ii) on a pro rata basis, a pay down (at a price equal to the principal amount thereof) using proceeds from the Rights Offering and available cash on hand in an aggregate amount of (A) $148.0 million plus (B) the $5.0 million of net proceeds from the “Bridges Sale” to be released from escrow on the Effective Date minus (C) the amount of any adequate protection interest payments made with respect to the Existing Term Loans during the Chapter 11 Cases, minus (D) the amount used to pay accrued and unpaid interest pursuant to clause (i) above on the Effective Date, and (y) term loans under the Amended Senior Credit Agreement in an amount equal to the Term Loan Claims remaining after the consummation of the par pay down.

Holders of Term Loan Claims will be impaired and entitled to vote to accept or reject the Plan.

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In the event the Second Lien Credit Facility Funding has occurred (any claims under the Second Lien Credit Facility, the “Second Lien Claims”), any amounts actually funded in cash under the Second Lien Credit Facility and all interest actually paid in kind and accrued and unpaid interest shall be repaid in full in cash, which shall be funded using proceeds from the Rights Offering and available cash on hand and the Second Lien Lenders shall receive the Second Lien Closing Fee and the Second Lien Funding Premium, each as set forth on Annex F hereto, with such payment being in the form of New Notes.

Holders of Second Lien Claims will be impaired and entitled to vote to accept or reject the Plan.

On the Effective Date, except to the extent that a holder of an allowed other secured claim agrees to less favorable treatment, each allowed other secured claim shall be (i) cured and reinstated pursuant to section 1124(2) of the Bankruptcy Code or (ii) receive such other treatment to render such secured claim unimpaired pursuant to section 1124(1) of the Bankruptcy Code.

Holders of Other Secured Claims will be unimpaired and deemed to accept the Plan and thus not entitled to vote.

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Each Eligible Holder of Existing Notes that participates in the Exchange Offer shall receive its pro rata portion of Class M Common Stock. The Class M Common Stock will then be cancelled in the Merger and the holders of Class M Common Stock will receive as merger consideration, in the aggregate, 100.0% of the New Common Stock (subject to dilution from (i) the issuance of New Common Stock pursuant to the MIP (as defined below), (ii) the issuance of New Common Stock (or the New Xxxxx Warrants, as the case may be) pursuant to the Investor Purchase Agreement, (iii) the issuance of the New Xxxxx Warrants and the Investor Warrants, (iv) the conversion of the New Notes, if applicable, and (v) the concurrent preemptive rights offering to certain holders of the Company Common Stock as required by the Company’s existing Shareholders Agreement as a result of the Exchange Offer (the “Preemptive Offer”)), as set forth in further detail on Annex A, hereto.

Each Eligible Holder of Existing Notes that participates in the Exchange Offer shall also be permitted to subscribe to purchase New Notes in an amount up to its pro rata portion of 96% of the principal amount of New Notes offered in the Rights Offering, as set forth in further detail on Annex B-2, hereto.

In full and final satisfaction of the Notes Claims, each holder of Note Claims shall receive its pro rata portion of 100.0% of the common stock of reorganized Affinion Holdings (subject to dilution from (i) the issuance of New Common Stock pursuant to the MIP, (ii) the issuance of New Common Stock (or the New Xxxxx Warrants, as the case may be) pursuant to the Investor Purchase Agreement, (iii) the issuance of the New Xxxxx Warrants, and (iv) the conversion of the New Notes, if applicable).

Holders of Note Claims will be impaired and entitled to vote to accept or reject the Plan.

Each eligible holder of Note Claims will also be permitted to subscribe to purchase New Notes in an amount up to its pro rata portion of 100.0% of the Rights Offering, as set forth in further detail on Annex B-2, hereto.

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Except to the extent that a holder of an allowed general unsecured claim agrees to a less favorable treatment of its allowed claim, in exchange for full and final satisfaction, settlement, release, and discharge of each allowed general unsecured claim, each holder of an allowed general unsecured claim shall have its claim reinstated as of the Effective Date as an obligation of the applicable reorganized Debtor and shall be satisfied in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such allowed general unsecured claim; provided that, with respect to trade creditors, the current terms of the agreements and/or arrangements between the Debtors and such parties remain unaltered.

Holders of General Unsecured Claims will be unimpaired and deemed to accept the Plan and thus not entitled to vote.

On the Effective Date, all claims arising under section 510(b) of the Bankruptcy Code shall be extinguished, cancelled and discharged and the holders of any section 510(b) claims shall not be entitled to, and shall not receive or retain, any property or distribution on account of such claims under the Plan.

Holders of Section 510(b) Claims will be impaired and deemed to reject the Plan and thus not entitled to vote.

Certain Consenting Stakeholders have informed the Company that they desire to exercise their Existing Warrants using full physical settlement.

All other Existing Warrants will be amended to be mandatorily exercised, on a cashless basis into shares of Company Common Stock immediately prior to the Merger. In accordance with the Merger, such newly issued Company Common Stock, together with the

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prior existing Company Common Stock, will be cancelled in the Merger and the holders of Company Common Stock will receive Investor Warrants as merger consideration. The form of the Investor Warrants are set forth on Annex D-1, hereto. Any investor that properly submits an exercise notice prior to the mandatory exercise will be able to exercise their Existing Warrants for cash in accordance with the terms of the Existing Warrant Agreement.

In addition, each holder of Existing Equity Interests will have the right to subscribe to purchase New Notes in an amount up to its pro rata portion of 4% of the principal amount of New Notes offered in the Rights Offering as set forth in further detail on Annex B-2, hereto.

On the Effective Date, the equity interests in any Debtor (other than Affinion Holdings) shall receive no distribution in respect of their equity interests and shall be reinstated, for administrative purposes only, at the election of the Debtors.

Holders of Intercompany Interests will be impaired and deemed to reject the Plan and thus not entitled to vote.

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Certain first lien lenders will provide the Debtors with post-petition financing on the terms, and subject to the conditions, set forth in the DIP commitment letter attached to the Support Agreement as Exhibit E (the “DIP Facility”). The DIP Facility shall be used to fund operations and the payment of administrative expenses in the Chapter 11 Cases.

On the Effective Date, and except to the extent that the reorganized Debtors and a holder of an allowed DIP Facility claim agree to a less favorable treatment (in which event such other agreement will govern, but solely as between such holder of an allowed DIP Facility claim and the reorganized Debtors) or has been paid prior to the Effective Date, each holder of an allowed DIP Facility claim shall receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claim against each of the Debtors that are obligors under the DIP Facility, its pro rata share of cash in the amount of such allowed DIP Facility claim.

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On the Effective Date, the existing corporate governance documents will be amended and restated or terminated, as necessary, to, among other things, set forth the rights and obligations of the parties (collectively, the “Corporate Governance Documents”). The Corporate Governance Documents shall be consistent with this Term Sheet and the Support Agreement.

The existing directors of each of the Debtors shall remain in their current capacities as directors of the applicable reorganized Debtor, until replaced or removed in accordance with the organizational documents of the applicable reorganized Debtors.

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The In-Court Restructuring shall contain customary provisions regarding retention of causes of action which shall revest in the Company.

The reorganized Debtors shall determine whether to pursue any and all Debtor claims. All proceeds from any recovery derived from such Debtor claims, if any, shall vest in the reorganized Debtors.

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The Plan shall further provide that, to the extent permitted by applicable law, all voting creditors and all creditors in classes deemed to accept or reject the Plan shall be deemed to release all Released Parties unless they elect to opt out of granting such releases.

The Plan shall further provide that any Consenting Stakeholder that terminates or materially breaches the Support Agreement will not be a Released or Exculpated Party.

In addition to the conditions set forth in the Support Agreement and the Definitive Documentation, the effectiveness of the Recapitalization shall be subject to the satisfaction or waiver of the following customary closing conditions (except with respect to those conditions that, by their nature, are intended to be satisfied at the closing of the Recapitalization or a later date, which in each case shall be capable of being satisfied at the closing of the Recapitalization or such later date):

(i) The obtaining of all necessary approvals, the tolling of all applicable waiting periods, or the filing of all applicable notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the competition laws of any applicable foreign jurisdictions, except to the extent the failure to obtain such approvals, give such notices or toll such waiting periods would not reasonably be expected to have a material adverse effect on the Affinion Parties;

In addition to the conditions set forth in the Support Agreement and the Definitive Documentation, the effectiveness of the In-Court Restructuring shall be subject to the satisfaction or waiver of the following customary closing conditions:

(i) The obtaining of all necessary approvals, the tolling of all applicable waiting periods, or the filing of all applicable notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the competition laws of any applicable foreign jurisdictions, except to the extent the failure to obtain such approvals, give such notices or toll such waiting periods would not reasonably be expected to have a material adverse effect on the Affinion Parties;

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(ii)  unless waived by the Affinion Parties, the Required Consenting Noteholders, the Second Lien Lenders, ICG, Xxxxxxx and/or the Required Consenting Lenders, as applicable, each document or agreement constituting Definitive Documentation shall be in form and substance consistent in all material respects with this Term Sheet and the Support Agreement and be otherwise approved consistent in all material respects with the terms of section 4(b) of the Support Agreement and the Plan;

(iii)  unless waived by the Affinion Parties, the Required Consenting Noteholders and/or the Required Consenting Lenders, as applicable, each of the schedules, documents, supplements, and exhibits to the Plan and the Offering Memorandum and Disclosure Statement (except to the extent expressly excluded pursuant to the terms of Section 4(b)(i) or 4(b)(ii) of the Support Agreement) shall be in form and substance consistent in all material respects with this Term Sheet and the Support Agreement and such documents shall otherwise be approved consistent in all material respects with terms of section 4(b) of the Support Agreement;

(iv) none of the Investor Purchase Agreement, the Support Agreement, the Forbearance or the Merger Agreement shall have been terminated or, without the consent of the Affinion Parties, Required Consenting Noteholders and/or Required Consenting Lenders, as applicable, altered, amended, supplemented or modified in any way (except as expressly permitted by the Support Agreement), and each shall remain in full force and effect as a binding obligation of the parties thereto;

(ii)  unless waived by Affinion Parties, the Required Consenting Noteholders, the Second Lien Lenders, ICG, Xxxxxxx and/or the Required Consenting Lenders, as applicable, each document or agreement constituting Definitive Documentation shall be in form and substance consistent in all material respects with this Term Sheet and the Support Agreement and be otherwise approved consistent in all material respects with the terms of section 4(b) of the Support Agreement and the Plan;

(iii)  the Bankruptcy Court shall have entered an order confirming the Plan in form and substance consistent in all material respects with this Term Sheet and the Support Agreement and such order shall otherwise be approved consistent in all material respects with the terms of section 4(b) of the Support Agreement, and such order shall not have been stayed, modified or vacated; and

(iv) unless waived by the Affinion Parties, the Required Consenting Noteholders and/or the Required Consenting Lenders, as applicable, each of the schedules, documents, supplements, and exhibits to the Plan and the Offering Memorandum and Disclosure Statement (except to the extent expressly excluded pursuant to the terms of Section 4(b)(i) or 4(b)(ii) of the Support Agreement) shall be in form and substance consistent in all material respects with this Term Sheet and the Support Agreement and such documents shall otherwise be approved consistent in all material respects with terms of section 4(b) of the Support Agreement.

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(v)   unless waived by the Affinion Parties and the Required Consenting Stakeholders, the Consent Requirements shall have been satisfied on or prior to the Outer Date;

(vi) each of the Definitive Documents shall have been, to the extent applicable, executed and delivered by each of the parties thereto, and shall be in full force and effect as a binding obligation of the parties thereto;

(vii)  the Rights Offering shall have been consummated;

(viii)  the Merger shall have been consummated in accordance with the terms of the Merger Agreement;

(ix) the preemptive offer resulting from the proposed issuance of equity securities of Affinion Holdings as contemplated by the Recapitalization shall have been consummated or, with the consent of the Required Consenting Noteholders, Affinion Holdings shall have elected to utilize the “accelerated issuances” provision of the Shareholders Agreement to perform the preemptive offer promptly following the closing;

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(x)   unless waived by the Affinion Parties and the Required Consenting Lenders, each of the investors party to the Investor Purchase Agreement stand ready, willing and able to subscribe for, collectively, the full amount of the unsubscribed for New Notes from the Rights Offering;

Affinion Group Holdings, Inc. (“Affinion Holdings” or the “Offeror”) intends to conduct the Exchange Offer, pursuant to which Affinion Holdings will offer, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), provided by Section 4(a)(2) thereof, to all eligible holders of the Existing Notes (as defined below) (the “Noteholders”), to exchange Affinion Holdings’ Senior Cash 12.5%/PIK Step-Up to 15.5% Notes due 2022 (the “Existing Notes”) and consent to the Proposed Amendments (as defined below) for the consideration described below.

The Exchange Offer is being made, and the Exchange Consideration (as defined below) is being offered, and issued only (a) in the United States, to holders of Existing Notes who are (i)(x) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (y) institutional “accredited investors” within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act and (ii) “institutional accounts” within the meaning of Rule 4512 of the Financial Industry Regulatory Authority and (b) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance on Regulation S of the Securities Act. The holders of Existing Notes who are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to herein as “Eligible Holders.”

For each $1,000 principal amount of the Existing Notes tendered in the Exchange Offer on or prior to the Expiration Time, Eligible Holders will receive [14.672467] shares of Class M Common Stock, which will, by operation of the Merger, be cancelled and the holders thereof shall receive, as consideration therefor, [1] shares of New Common Stock, which shall constitute 100% of the issued and outstanding New Common Stock, subject to dilution from (i) the issuance of New Common Stock pursuant to the MIP, (ii) the issuance of New Common Stock (or the New Xxxxx Warrants, as the case may be) pursuant to the Investor Purchase Agreement, (iii) the issuance of the New Xxxxx Warrants and the Investor Warrants, (iv) the conversion of the New Notes, if applicable, and (v) the Preemptive Offer (the “Exchange Consideration”).

For each $1,000 principal amount of the Existing Notes tendered in the Exchange Offer on or prior to the Consent Time, each Eligible Holder will receive rights to subscribe to purchase its pro rata portion of 96% of the principal amount of the New Notes being offered pursuant to the terms of the Rights Offering (the “Consent Consideration”, and together with the Exchange Consideration, the “Total Consideration”).

The terms of the New Notes are set forth on Annex B-1.

The New Notes will not be registered under the Securities Act and holders of the New Notes will not be able to offer or sell such New Notes except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and subject to the additional transfer restrictions set forth on Annex B-1.

general unsecured obligations of the Company and will not be entitled to the benefit of any mandatory sinking fund;

effectively subordinated in right of payment to all existing and future secured Indebtedness of the Company, including the Indebtedness of the Company under the Credit Agreement to the extent of the assets securing such Indebtedness;

pari passu in right of payment with all existing and future senior Indebtedness of the Company, including Indebtedness of the Company under the Credit Agreement;

senior in right of payment to all existing and future subordinated Indebtedness of the Company; and

subject to the Payment Subordination Provisions (as defined below), guaranteed on a senior unsecured basis by the Guarantors as described under “—Guarantees.”

will be senior in right of payment to all existing and future subordinated Indebtedness of each Guarantor;

will be a general unsecured obligation of each Guarantor;

will be effectively subordinated in right of payment to all existing and future secured Indebtedness of each Guarantor, including the guarantee of such Guarantor under the Credit Agreement to the extent of the collateral secured thereby; and

will be, subject to the Payment Subordination Provisions, pari passu in right of payment with all existing and future senior Indebtedness of each Guarantor, including the guarantee of such Guarantor under the Credit Agreement.

remain in full force and effect until payment in full of all obligations of the Company under the Indenture and the New Notes;

be binding upon each such Guarantor and its successors; and

inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns.

in the case of a Subsidiary Guarantor, the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of such Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with the Indenture, or

in the case of a Subsidiary Guarantor, the Company designating such Subsidiary Guarantor to be (x) an Unrestricted Subsidiary in accordance with the provisions set forth under “—Certain Covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary” or (y) an Identified Guarantor, or

the Company’s exercise of the legal defeasance option as described under “—Defeasance,” or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture.

the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock;

the Incurrence by the Company or its Restricted Subsidiaries of Indebtedness under any Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to the sum of (i) $50.0 million and (ii) an aggregate principal amount of the term loan and revolving loan commitments under the HPS Credit Agreement as in effect on the Issue Date (which is estimated on the date of this Offering Memorandum to be approximately $800 million); provided that such amount shall be reduced by the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness and all commitment reductions with respect to any revolving credit commitments, in each case, under any such Credit Agreement that have been made since the Issue Date;

the Incurrence by the Company and the Guarantors of Indebtedness represented by (i) the New Notes to be issued on the Issue Date, (ii) the New Notes to be issued after the Issue Date pursuant to the terms of the Management Incentive Plan and (iii) any increase in the principal amount of New Notes as a result of a PIK Payment and, in each case, the Guarantees in respect thereof;

Indebtedness of the Company and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness described in clauses (a) and (b)) after giving effect to the use of proceeds of the offering of the New Notes;

(1) Indebtedness (including Capital Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries, Disqualified Stock issued by the Company or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Company to finance (whether prior to or within 270 days after) the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)) and (2) Acquired Indebtedness; provided, however, that the aggregate principal amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (d), when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding that was Incurred (or deemed Incurred as provided under clause (n) below) pursuant to this clause (d), does not exceed $40 million in the aggregate;

Indebtedness Incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;

Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the Transactions or the disposition of any business, assets or a Subsidiary of the Company, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

Indebtedness of the Company to a Restricted Subsidiary; provided, that any such Indebtedness is subordinated in right of payment to the obligations of the Company under the New Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;

shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock;

Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, that if a Guarantor incurs such Indebtedness, and such Indebtedness is owed to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except (x) to the Company or another Restricted Subsidiary or (y) a pledge of Indebtedness referred to in this clause (i) shall be deemed to be held by the pledgor and shall not be deemed a transfer until the pledgee commences actions to foreclose on such Indebtedness) shall be deemed, in each case, to be an Incurrence of such Indebtedness;

Hedging Obligations that are Incurred not for speculative purposes and either (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding or (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges;

obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary, in each case, reasonably required in the conduct of the business (giving effect to any growth or expansion of such business), including those to secure health, safety, insurance and environmental obligations of the Company and its Restricted Subsidiaries as conducted in accordance with good and prudent business industry practice;

Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary of the Company and Preferred Stock of any Restricted Subsidiary of the Company not otherwise permitted hereunder in an aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), does not exceed $65.0 million at any one time outstanding;

any guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness or other obligations of the Company or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other Obligations by the Company or such Restricted Subsidiary is permitted under the terms of the Indenture; provided, that if such Indebtedness is by its express terms subordinated in right of payment to the New Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such guarantor with respect to such Indebtedness shall be subordinated in right of payment to the New Notes or such Guarantor’s Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the New Notes or the Guarantee of such Restricted Subsidiary, as applicable;

the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company which serves to refund, refinance or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under the first paragraph of this covenant and clauses (b), (c), (d) and (n) of this paragraph, including any Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;

has a Stated Maturity which is no earlier than the earlier of (x) the Stated Maturity of the Indebtedness being refunded or refinanced or (y) at least 91 days later than the maturity date of the New Notes;

to the extent such Refinancing Indebtedness refinances (a) Indebtedness junior to the New Notes, or the Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the New Notes or the Guarantee of such Restricted Subsidiary, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;

is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium and fees Incurred in connection with such refinancing;

shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that is a Subsidiary Guarantor, or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and

in the case of any Refinancing Indebtedness Incurred to refinance Indebtedness outstanding under clause (d), shall be deemed to have been Incurred and to be outstanding under such clause (d), as applicable, and not this clause (n) for purposes of determining amounts outstanding under such clauses (d),

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business and in good faith; provided, that (i) such Indebtedness (other than credit or purchase cards) is extinguished within 10 Business Days of notification to the Company of its Incurrence; and (ii) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its Incurrence;

Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued under the Credit Agreement pursuant to clause (a) above, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee, provided, that if the Indebtedness incurred under this clause (p) is at any time no longer supported by such letter of credit or bank guarantee, then the Indebtedness previously incurred under this clause (p) shall be classified under the preceding paragraph or under another available clause in this paragraph and if such Indebtedness may not be so reclassified, then an Event of Default under the Indenture shall be deemed to have occurred;

the Incurrence by the Company of up to $25.0 million in aggregate principal amount of Indebtedness in respect of letters of credit; provided that the Incurrence of any such Indebtedness under this clause (q) shall reduce dollar-for-dollar the amount available to be Incurred under any Credit Agreement under clause (a) of this paragraph by an amount equal to the face amount of such letters of credit (provided that for the avoidance of doubt, if any such Indebtedness under this clause (q) is repaid, cancelled or otherwise extinguished, the amount available to be Incurred under any Credit Agreement under clause (a) of this paragraph shall be increased by an amount equal to the face amount of letters of credit that are so repaid, cancelled or otherwise extinguished, and such increased amount shall be available only for revolving credit borrowings under the revolving credit facility provided under the Credit Agreement or any replacement revolving facility thereof by the Company and the Guarantors);

Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

up to $10.0 million in aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors at any time outstanding;

Indebtedness consisting of earn-outs and obligations of the Company or any Restricted Subsidiary under deferred compensation or other similar arrangements Incurred by such person in connection with Permitted Business Acquisitions or any other Investment permitted under the Indenture;

Indebtedness consisting of an unsecured corporate purchase card program in the ordinary course of business in an aggregate amount at any time outstanding pursuant to this clause (u) not in excess of $60.0 million; and

Indebtedness by the Company or any of its Restricted Subsidiaries incurred under lines of credit or overdraft facilities extended by one or more financial institutions, in each case, established for the Company’s or such Restricted Subsidiaries’ ordinary course of operations (such Indebtedness, the “Overdraft Line”), (it being understood, however, that for a period of 90 consecutive days during each fiscal year of the Company the outstanding principal amount of Indebtedness under the Overdraft Line shall not exceed $20.0 million).

declare or pay any dividend or make any distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment with respect to such Equity Interests made in connection with any merger, amalgamation or consolidation involving the Company (other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary on its common Equity Interests so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

purchase or otherwise acquire or retire for value any Equity Interests of the Company or any Parent of the Company, including in connection with any merger, amalgamation or consolidation;

make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Company or any Restricted Subsidiary (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (g) and (i) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”); or

make any Restricted Investment

no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

immediately after giving effect to such transaction on a pro forma basis as if the Restricted Payment had been made (and including any other Restricted Payments made during the interest period in which such Restricted Payment is anticipated to be made) and any Indebtedness Incurred on such date had been Incurred, the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (4), (6), (7) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum, without duplication, of:

50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash, received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company or any Parent of the Company (excluding (without duplication) Refunding Capital Stock and Disqualified Stock) including Equity Interests (other than Refunding Capital Stock or Disqualified Stock) issued upon conversion of Indebtedness or Disqualified Stock or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries), plus

100% of the aggregate amount of contributions to the capital of the Company received in cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash after the Issue Date (other than Refunding Capital Stock, Disqualified Stock and contributions by a Restricted Subsidiary), plus

100% of the aggregate amount received by the Company or any Restricted Subsidiary after the Issue Date in cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash received by the Company or any Restricted Subsidiary after the Issue Date from:

the sale or other disposition (other than to the Company or a Restricted Subsidiary of the Company) of Restricted Investments made by the Company and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Restricted Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (7) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”),

the sale (other than to the Company or a Restricted Subsidiary of the Company) of the Capital Stock of an Unrestricted Subsidiary (other than an Unrestricted Subsidiary to the extent the investments in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the second paragraph of “—Limitation on Restricted Payments” or to the extent such Investment constituted a Permitted Investment), or

a distribution, dividend or other payment from an Unrestricted Subsidiary, plus

in the event any Unrestricted Subsidiary of the Company has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company after the Issue Date, the Fair Market Value (as determined in accordance with the next succeeding sentence) of the Investments of the Company in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (7) of the second paragraph of the covenant described under “—Limitation on Restricted Payments” or constituted a Permitted Investment).

in the event of property with a Fair Market Value in excess of $10.0 million, shall be set forth in an Officers’ Certificate or

in the event of property with a Fair Market Value in excess of $25.0 million, shall be set forth in a resolution approved by at least a majority of the Board of Directors of the Company.

the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)

 (a)

 (b)  

the redemption, repayment, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale (or as promptly as practicable after giving any requisite notice to the holders of such Subordinated Indebtedness) of, new Indebtedness of the Company or any Subsidiary Guarantor which is Incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as

the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any fees incurred in connection therewith),

such Indebtedness is Incurred by the Company or by a Subsidiary Guarantor in respect of refinanced Indebtedness of a Subsidiary Guarantor and, in each case, is subordinated to the New Notes, or the related Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) at least 91 days later than the maturity date of the New Notes, and

such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

the repurchase, retirement or other acquisition for value (or dividends to any Parent of the Company to finance any such repurchase, retirement or other acquisition for value) of Equity Interests of the Company or any Parent of the Company held by any future, present or former employee, director or consultant of the Company, any Parent of the Company or any Subsidiary of the Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (4) do not exceed $1.25 million in any calendar year commencing with 2019; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Company after the Issue Date to members of management, directors or consultants of the Company, any Parent of the Company and Restricted Subsidiaries of the Company (provided, that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (c) of the immediately preceding paragraph); plus

the cash proceeds of key man life insurance policies received by the Company, any Parent of the Company (to the extent contributed to the Company) or the Restricted Subsidiaries of the Company after the Issue Date; less

the amount of any Restricted Payments previously made pursuant to subclauses (a) and (b) of this second proviso of clause (4);

the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued or incurred after the Issue Date in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

the payment of dividends on the Company’s common Capital Stock (or the payment of dividends to any Parent of the Company to fund the payment by such Parent of the Company of dividends on such entity’s common Capital Stock) of up to 6.0% per annum of the net cash proceeds received by or contributed to the Company from any public offering of common Capital Stock consummated after the Issue Date, other than public offerings with respect to common Capital Stock of the Company or any Parent of the Company registered on Form S-4 or Form S-8;

other Restricted Payments since the Issue Date in an aggregate amount not to exceed $2.5 million;

the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries (other than to the extent such Investments were made pursuant to clause (9) of the definition of Permitted Investments);

(a) with respect to each tax year or portion thereof that any direct or indirect parent of the Company qualifies as a Flow Through Entity, the distribution by the Company to the holders of Capital Stock of such direct or indirect parent of the Company of an amount equal to the product of the amount of aggregate net taxable income of the Company allocated by the Company to the holders of Capital Stock of the Company for such period and the Presumed Tax Rate for such period; and (b) with respect to any tax year or portion thereof that any direct or indirect parent of the Company does not qualify as a Flow Through Entity, payment of dividends or other distributions to any direct or indirect parent of the Company that files a consolidated U.S. federal tax return that includes the Company and its subsidiaries in an amount not to exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in respect of federal, state or local taxes, as the case may be, in respect of such year if the Company and its Restricted Subsidiaries had paid such taxes directly as a stand-alone taxpayer or stand-alone group;

the declaration and payment of dividends to, or the making of loans to, any Parent of the Company in amounts required for such entity to pay general corporate overhead expenses (including salaries, bonuses, benefits paid to management and employees of any Parent, expenses related to any equity or debt offering, including pre-emptive rights offerings, of such Parent (whether or not successful), if applicable, expenses incurred in connection with such Parent’s obligations as a public company, including SEC expenses and stock exchange or OTC listing expenses and legal, accounting and other professional and administrative expenses) for any direct or indirect parent entity of the Company to the extent such expenses are (a) attributable to the ownership or operation of the Company and its Restricted Subsidiaries or (b) expenses required to be incurred by any Parent of the Company in connection with the performance of its obligations under any debt agreement, shareholders’ agreement, registration rights agreement, investor rights agreement, warrant agreement or similar agreements, whether in existence on or after the Issue Date, to the extent such obligations arise from the issuance of debt of the Company that is guaranteed by any such Parent or from the issuance of Equity Interests of any such Parent, in each case, determined in good faith by the Board of Directors;

any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or made in connection with the consummation of the Transactions (including payments made pursuant to or as contemplated by the Transaction Documents, whether payable on the Issue Date or thereafter);

repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; and

payments of cash, or dividends, distributions or advances by the Company or any Restricted Subsidiary to allow any such entity to make payments of cash, in lieu of the issuance of fractional shares upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such Person; provided, however, that the aggregate amount of such payments, dividends, distributions or advances does not exceed $1.25 million.

pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

make loans or advances to the Company or any of its Restricted Subsidiaries; or

sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries;

contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and other Senior Credit Documents;

the Indenture and the New Notes;

applicable law or any applicable rule, regulation or order;

any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

contracts or agreements for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

Secured Indebtedness otherwise permitted to be Incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

restrictions on cash or other deposits or net worth imposed by customers, suppliers or other vendors under contracts entered into in the ordinary course of business;

customary provisions in joint venture agreements and other similar agreements (including customary provisions in agreements relating to any Joint Venture);

purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;

other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is Incurred subsequent to the Issue Date and permitted pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided, that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the New Notes (as determined in good faith by senior management or the Board of Directors of the Company); and

any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Company, no more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

such Affiliate Transaction is on terms that are not less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above.

transactions between or among the Company and/or any of its Restricted Subsidiaries;

Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Investments under the definition of “Permitted Investments;”

the payment of reasonable and customary fees to, and indemnity provided on behalf of officers, directors, employees or consultants of the Company, any Parent of the Company or any Restricted Subsidiary of the Company;

payments by the Company or any of its Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) approved by a majority of the Board of Directors of the Company in good faith or (y) made pursuant to any agreement, or any agreement contemplated by such agreement, each as described or incorporated by reference in this Offering Memorandum;

transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

payments or loans (or cancellation of loans) to employees or consultants that are (x) approved by a majority of the Board of Directors of the Company in good faith, (y) made in compliance with applicable law and (z) otherwise permitted under the Indenture;

any agreement as in effect as of the Issue Date as described in this Offering Memorandum;

the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, the Transaction Documents and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the holders of the New Notes in any material respect than the original agreement as in effect on the Issue Date;

transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, as described or incorporated by reference in this Offering Memorandum;

transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;

if otherwise permitted under the Indenture, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Specified Holder, the Management Group or to any director, officer, employee or consultant of the Company or any Parent of the Company;

the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or of a Restricted Subsidiary of the Company, as appropriate, in good faith;

the entering into of any tax sharing agreement or arrangement and any payment permitted by clause (8) of the second paragraph of the covenant described under “—Limitation on Restricted Payments;”

any contribution to the capital of the Company;

transactions between the Company or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person;

pledges of Equity Interests of Unrestricted Subsidiaries; and

any employment agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business.

within 120 days after the end of each fiscal year, audited year-end consolidated financial statements and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Company’s independent registered public accounting firm (which, for the avoidance of doubt, will be a report solely on the annual financial statements and no assessment by management on the Company’s internal controls and procedures or any report by the Company’s independent registered public accounting firm thereon will be required to be included pursuant to this covenant); and

within 45 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited quarterly financial statements and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

that a Change of Control has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 100% of the principal amount of the Notes thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

the circumstances and relevant facts and financial information regarding such Change of Control;

the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and

the instructions determined by the Company, consistent with this covenant, that a holder must follow in order to have its Notes purchased.

the Company is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (the Company or such Person, as the case may be, being herein called the “Successor Company”);

the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the New Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing;

immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either

the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” or

the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the New Notes.

if the Successor Company is not organized as a corporation after such transaction, a successor corporation which is a Subsidiary of the Successor Company and is organized or existing under the laws of the United States, any state thereof or the District of Columbia shall be co-obligor of the New Notes and shall have by supplemental indenture confirmed its obligations under the Indenture and the New Notes; and

the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture;

immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and

any Successor Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

a default in any payment of interest on any Note when due that continues for 30 days,

a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise,

the failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets,” and “—Optional Redemption,”

the failure by the Company, Affinion Holdings or any of its Restricted Subsidiaries to comply for 30 days after notice with any of its obligations under the covenants described under “—Certain Covenants,”

the failure by the Company or any of its Restricted Subsidiaries to comply for 60 days after notice with its other agreements contained in the New Notes or the Indenture,

the failure by the Company, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Company that would constitute a Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing to a Restricted Subsidiary of the Company) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $16.5 million or its foreign currency equivalent (the “cross-acceleration provision”),

certain events of bankruptcy, insolvency or reorganization of the Company, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Company that would constitute a Significant Subsidiary (the “bankruptcy provisions”),

failure by the Company, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Company that would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $16.5 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the “judgment default provision”), or

any Guarantee of Affinion Holdings, a Significant Subsidiary or a group of Restricted Subsidiaries of the Company that would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof) or any such Guarantor that qualifies or a group of such Guarantors that would qualify as a Significant Subsidiary denies or disaffirms its obligations under the Indenture or any Guarantee and such Default continues for ten days.

such holder has previously given the Trustee notice that an Event of Default is continuing,

holders of at least 25% in principal amount of the New Notes outstanding have requested the Trustee to pursue the remedy,

such holders have offered the Trustee security or indemnity (satisfactory to the Trustee) against any loss, liability or expense,

the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

the holders of a majority in principal amount of the outstanding New Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

reduce the amount of New Notes whose holders must consent to an amendment,

reduce the rate of or extend the time for payment of interest on any Note,

reduce the principal of or change the Stated Maturity of any Note,

make any Note payable in money other than that stated in such Note,

impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s New Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s New Notes,

make any change in the amendment provisions which require each holder’s consent or in the waiver provisions,

expressly subordinate the New Notes or any Guarantee thereof to any other Indebtedness of the Company or any Guarantor,

modify the Guarantees in any manner adverse to the holders, or

modify the provisions set forth under “—Transfer and Exchange” below (including the definition of Permitted Transfer).

either (a) all the New Notes registered on the Register have been deregistered or (b) all of the New Notes under the Indenture (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) if redeemable at the option of the Company, have been called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the New Notes not theretofore deregistered, for principal of, premium, if any, and interest on the New Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

the Company has and/or the Guarantors have paid all other sums payable under the Indenture; and

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or becomes a Restricted Subsidiary of such specified Person, and

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,

in the case of a corporation or a company, corporate stock or shares;

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

U.S. dollars, pounds sterling, euros or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof, in each case with maturities not exceeding two years from the date of acquisition;

certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Xxxxx’x or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least “A-1” or the equivalent thereof by Xxxxx’x or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Xxxxx’x or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Xxxxx’x (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; and

investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above.

upon the sale or disposition of all or substantially of the property and assets or business of the Company and its Restricted Subsidiaries, taken as a whole (in one transaction or a series of related transactions) to any Person, other than to a Subsidiary Guarantor pursuant to a transaction expressly permitted by the Indenture; or

the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of Affinion Holdings (for purposes of calculating the total voting power of the Voting Stock held by a group, the voting power beneficially owned by a Permitted Holder shall be excluded to the extent such Permitted Holder retains the sole economic rights with respect to the subject Voting Stock); or

a majority of the seats (other than vacant seats) on the Board of Directors of Affinion Holdings shall at any time be occupied by persons who were neither (a) nominated by the Board of Directors of Affinion Holdings or a Permitted Holder, nor (b) appointed by directors so nominated.

[reserved];

any increase in amortization or depreciation or any one-time non-cash charges resulting from purchase accounting in connection with any acquisition that is consummated on or after the Issue Date shall be excluded;

the cumulative effect of a change in accounting principles during such period shall be excluded;

any net after-tax gains or losses on disposal of discontinued operations shall be excluded;

any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by senior management or the Board of Directors of the Company) shall be excluded;

any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of (i) indebtedness, and (ii) Swap Agreements and other derivative instruments to the extent that such gains or losses have been realized by the Company, in each case, shall be excluded;

the Net Income for such period of any person that is not a subsidiary of such person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments actually paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period;

the Net Income for such period of any subsidiary of such person shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such subsidiary or its equity holders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such subsidiary to such person or a subsidiary of such person (subject to the provisions of this clause (h)), to the extent not already included therein;

any non-cash impairment charge or asset write-off resulting from the application of Statement of Financial Accounting Standards No. 142 and 144, and the amortization of intangibles arising pursuant to No. 141, shall be excluded;

any non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, long-term incentive plans or grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors and employees of such person or any of its Subsidiaries shall be excluded;

any one-time non-cash compensation charges shall be excluded;

non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 and related interpretations shall be excluded;

[reserved];

[reserved];

any currency translation gains and losses realized from currency remeasurements of Indebtedness, and any net loss or gain realized from any Swap Agreements for currency exchange risk, in each case, that are actually paid in cash, shall be excluded; and

the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included.

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

to advance or supply funds:

for the purchase or payment of any such primary obligation; or

to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,

is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or

is redeemable at the option of the holder thereof, in whole or in part,

each case prior to 91 days after the maturity date of the New Notes;

the sum of, without duplication:

to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, provision for taxes based on income, profits or capital of the Company and its Restricted Subsidiaries for such period, without duplication, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of the Company and the Restricted Subsidiaries in respect of such period, which shall be included as though such amounts had been paid as income taxes directly by the Company or any Restricted Subsidiary; plus

to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, Fixed Charges of the Company and its Restricted Subsidiaries for such period; plus

to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash charges or expenses to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Company and its Restricted Subsidiaries for such period; plus

to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, the amount of any business optimization expenses and restructuring charges or expenses (which, for the avoidance of doubt, shall include office and plant closures, facility consolidations, retention payments and special supplemental bonuses payable, exit costs, severance payments, systems establishment costs or excess pension charges); provided that the aggregate total amount of all such restructuring charges and expenses that are actually paid in cash that may be added back, under this clause (iv) shall not exceed the greater of $15,000,000 and 7.5% of EBITDA for the relevant Test Period prior to giving effect to such addback; plus

any net after-tax extraordinary or nonrecurring or unusual losses, expenses or charges, provided that the aggregate total amount of all such losses, expenses, charges and fees consisting of legal fees, fines and legal settlements that may be added back pursuant to this clause (v) shall not exceed (x) $16,500,000 for the relevant Test Period or (y) $33,000,000 in the aggregate during the term of the Indenture; plus

[reserved]; plus

any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including such fees, expenses or charges related to (x) the offering of the Existing Notes, (y) the Restructuring Transactions (to the extent such fees, expenses or charges are paid within 180 days of the Issue Date), and (z) any amendment or other modification of the New Notes or other Indebtedness; plus

non-cash gains and losses with respect to Swap Agreements and other derivative instruments; plus

non-cash currency translation gains and losses related to currency remeasurements of Indebtedness, and any net non-cash loss or gain resulting from any Swap Agreement for currency exchange risk; minus

the sum of (i) non-cash items increasing such Consolidated Net Income for such period (excluding the recognition of deferred revenue or any non-cash items which represent the reversal of any accrual of, or reserve for, anticipated cash charges in any prior period and any items for which cash was received in any prior period and excluding amounts increasing Consolidated Net Income pursuant to clause (q) of the definition of Consolidated Net Income); and (ii) any net after-tax extraordinary or nonrecurring or unusual gains or income (including, for the avoidance of doubt, cancellation of debt income in connection with the Transactions or otherwise);

the consolidated interest expense (net of interest income) to the extent it relates to Indebtedness of such Person and its Restricted Subsidiaries for such period and to the extent such expense was deducted in computing Consolidated Net Income, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments (including any interest on the New Notes), the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations (but excluding the amortization or writeoff of deferred financing fees or expenses of any bridge or other financing fee in connection with the Transactions , the refinancing of the Credit Agreement and the offering of the New Notes); plus

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus

to the extent not included in clause (1) above, the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

currency exchange or interest rate swap agreements, cap agreements and collar agreements; and

other agreements or arrangements designed to manage exposure or protect such Person against fluctuations in currency exchange or interest rates.

the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that constitutes a current account payable, trade payable or similar obligation Incurred, (d) in respect of Capital Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Person;

“Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

the Company’s “Investment” in such Subsidiary at the time of such redesignation, less

the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by senior management or the Board of Directors of the Company.

any Investment in the Company or any Restricted Subsidiary;

any Investment in Cash Equivalents;

any Investment by the Company or any Subsidiary Guarantor of the Company in a Person if as a result of such Investment (a) such Person becomes a Subsidiary Guarantor of the Company, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Subsidiary Guarantor of the Company;

[reserved];

any Investment existing on the Issue Date and any Investments made pursuant to binding commitments in effect on the Issue Date;

advances in the ordinary course of business to employees not in excess of $6.25 million and outstanding at any one time in the aggregate; provided that advances that are forgiven shall continue to be deemed outstanding;

any Investment acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

Hedging Obligations permitted under clause (j) of the second paragraph of “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) since the Issue Date that are at that time outstanding (without giving effect to the sale of Investments made pursuant to this clause (9) to the extent the proceeds of such sale received by the Company and its Restricted Subsidiaries do not consist of Cash Equivalents), not to exceed $20 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

loans and advances to officers, directors and employees for business-related travel expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business;

Investments the payment for which consists of Equity Interests of the Company or any Parent of the Company (other than Disqualified Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under the calculation set forth in clause (c) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” until such time as the Investment in such Equity Interests is no longer outstanding;

Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property in each case in the ordinary course of business;

Investments of a Restricted Subsidiary of the Company acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with a Restricted Subsidiary of the Company in a transaction that is not prohibited by the covenant described under “—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

any Investment in the New Notes;

any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under “—Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (5), (6), (7), (8), (10) and (15) of such paragraph); and

any Investment in the Company or any Restricted Subsidiary of the Company consisting of intercompany current liabilities incurred in the ordinary course of business, consistent with past practice and in good faith in connection with reasonable and customary cash management operations of the Company and/or its Restricted Subsidiaries to provide working capital to Restricted Subsidiaries for ongoing operations.

pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations, including those to secure health, safety, insurance and environmental obligations, of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Company or any Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP;

Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with public utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) in the ordinary course of business, including those Incurred to secure health, safety, insurance and environmental obligations in the ordinary course of business;

zoning restrictions, survey exceptions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on or agreements dealing with the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances Incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of such Person;

Liens securing Indebtedness permitted to be Incurred pursuant to clause (a), (d) or (v) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” provided, that in the case of clause (d), such Liens do not extend to any property or assets that are not property being purchased, leased, constructed or improved with the proceeds of such Indebtedness being Incurred;

Liens existing on the Issue Date;

Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary of the Company;

Liens on assets or property at the time the Company or a Restricted Subsidiary of the Company acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary of the Company; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets or property owned by the Company or any Restricted Subsidiary of the Company;

Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary of the Company permitted to be Incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

Liens securing Hedging Obligations permitted to be Incurred under clause (j) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

leases and subleases of real property granted to others in the ordinary course of business that do not (i) materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries or (ii) secure any Indebtedness;

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

Liens in favor of the Company or any Guarantor;

Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the Company’s customer at the site at which such equipment is located;

Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums;

Liens on the Equity Interests of Unrestricted Subsidiaries;

licenses of intellectual property and software that are not material to the conduct of any of the business lines of the Company and the Restricted Subsidiaries and the value of which does not constitute a material portion of the assets of the Company and its Restricted Subsidiaries, taken as a whole, and such license does not materially interfere with the ordinary course of conduct of the business of the Company or any of its Restricted Subsidiaries;

Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8) and (9); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

Liens securing obligations permitted to be Incurred under clause (l) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;

Liens arising out of consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

Liens incurred to secure cash management services in the ordinary course of business and in good faith;

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods;

deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Restricted Subsidiary;

Liens on cash collateral securing Indebtedness permitted to be Incurred under clause (q) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” so long as such cash collateral does not exceed 105% of the Indebtedness permitted to be Incurred under such clause (q);

deposits or other Liens with respect to property or assets of the Company or any Restricted Subsidiary; provided, that the obligations secured by such Liens shall not exceed $1.25 million at any time; and

Liens solely on any xxxx xxxxxxx money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder with respect to any acquisition that would constitute an Investment pursuant to this Indenture;

Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights (including Liens arising or created pursuant to the applicable general banking terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association;

Liens of franchisors in the ordinary course of business not securing Indebtedness; and

Liens securing judgments that do not constitute an Event of Default under clause (8) of the definition thereof.

any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

any Subsidiary of an Unrestricted Subsidiary.

(1) the Company could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or (2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

no Event of Default shall have occurred and be continuing.

direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

The guarantees to be provided by Foreign Subsidiaries of Affinion Holdings (the “Group”) will be given in accordance with certain agreed guarantee principles set forth below (the “Agreed Guarantee Principles”). This schedule addresses the manner in which the Agreed Guarantee Principles will impact the guarantees proposed to be taken in relation to this transaction.

The Agreed Guarantee Principles embody a recognition by all parties that there may be certain legal and practical impediments in obtaining effective guarantees from members of the Group in jurisdictions in which it has been agreed that guarantees will be granted. In particular:

general statutory limitations, regulatory requirements or restrictions, financial assistance, corporate benefit, fraudulent preference, “earnings stripping”, “controlled foreign corporation” rules, “thin capitalization” rules (or analogous restrictions), tax restrictions, retention of title claims, employee consultation or approval requirements, capital maintenance rules and similar principles may prevent or limit a member of the Group from providing a guarantee or may require that the guarantee or be limited in amount or otherwise;

a key factor in determining whether or not a guarantee shall be taken is the applicable cost (including adverse effects on interest deductibility and stamp duty, notarization and registration fees and the burden and/or cost of complying with any applicable financial assistance, corporate benefit or thin capitalization rules) which shall not be materially and disproportionately greater than the benefit to the holders of the New Notes of obtaining such guarantee;

the maximum guaranteed amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the incremental cost of such fees, taxes and duties is materially and disproportionately greater than the benefit to the holders of the New Notes of increasing the guaranteed amount;

members of the Group will not be required to give guarantees if it is not within the legal capacity of the relevant members of the Group or if the same would conflict with the fiduciary duties of the directors of the relevant members of the Group or contravene any legal or regulatory prohibition or would result in (or in a material risk of) personal or criminal liability on the part of any officer or director;

members of the Group will not be required to give guarantees if doing so would be prohibited by (1) any law or regulation or (2) any contractual obligation in effect on the Issue Date (or, with respect to any subsidiary that is acquired after the Issue Date, any contractual obligation in effect on the date of such acquisition that is not entered into in contemplation thereof), but only for so long as such prohibition exists, and provided that the relevant member of the Group shall use reasonable endeavors to overcome any such obstacles or restrictions; and

the giving of a guarantee, will not be required if it would be reasonably likely to have a material adverse effect on the ability of the Company or the relevant Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Indenture.

Affinion Brazil Holdings I, LLC

Affinion Brazil Holdings II, LLC

Affinion Data Services, Inc.

Affinion Developments, LLC

Affinion Group, Inc.

Affinion Group, LLC

Affinion Investments II, LLC

Affinion Investments, LLC

Affinion Net Patents, Inc.

Affinion PD Holdings, Inc.

Affinion Publishing, LLC

BreakFive, LLC

Xxxxxxxx Agency, Inc.

CCAA, Corporation

Connexions Loyalty Acquisition, LLC

Connexions Loyalty Global Travel Fulfillment LLC

Connexions Loyalty Travel Solutions LLC

Connexions Loyalty, Inc.

Connexions SM Ventures, LLC

Connexions SMV, LLC

CUC Asia Holdings

Global Protection Solutions, LLC

Incentive Networks LLC

Lift Media, LLC

Long Term Preferred Care, Inc.

Loyalty Travel Agency LLC

Xxxxx Corp.

Travelers Advantage Services, LLC

Trilegiant Auto Services, Inc.

Trilegiant Corporation

Trilegiant Insurance Services, Inc.

Trilegiant Retail Services, Inc.

Watchguard Registration Services, Inc.

Webloyalty Holdings Inc.

Xxxxxxxxxx.xxx, Inc.

Affinion International Holdings Limited (UK)

Affinion International Limited UK (UK)

Affinion International Travel Holdco Limited (UK)

Loyalty Ventures Limited (UK)

Webloyalty International Limited (UK)

Affinion International B.V. (The Netherlands)

Bassae Holding B.V. (The Netherlands)

Webloyalty Holdings Cooperatief U.A. (The Netherlands)

Webloyalty International Sarl (Switzerland)

RECAPITALIZATION

IN-COURT RESTRUCTURING

96% to Eligible Holders of Existing Notes that participate in the Exchange Offer on or prior to the Consent Time.

4% to existing holders of Company Common Stock and Existing Warrants that hold, together with their affiliates, at least 1% of Company Common Stock on an as converted basis.

100% to eligible holders of Note Claims.

Existing holders of Company Common Stock and Existing Warrants will have no right to participate in the Rights Offering.

RECAPITALIZATION

IN-COURT RESTRUCTURING

Financing commitment premium will consist of (i) $45 million aggregate principal amount of New Notes and (ii) New Common Stock (or common stock of reorganized Affinion Holdings with respect to an In-Court Restructuring) equal to 12.5% of the issued and outstanding New Common Stock (or common stock of reorganized Affinion Holdings), as calculated prior to dilution on account of New Common Stock issued pursuant to the MIP and, in the case of a Recapitalization, the issuance of Investor Warrants, as applicable (the “Financing Premium”).

To the extent the acquisition of New Common Stock (or common stock of reorganized Affinion Holdings with respect to an In-Court Restructuring) would result in a Financing Party beneficially owning 19.9% or more of the outstanding amount of New Common Stock or common stock of reorganized Affinion Holdings, as applicable, and which a Financing Party’s acquisition of the New Common Stock, or notice to, a governmental authority (including without limitation the U.K. Financial Conduct Authority), and such consent has not been obtained, or notice has not been given, such Financing Party will receive, as necessary, New Xxxxx Warrants in lieu of shares of New Common Stock or common stock of reorganized Affinion Holdings, as applicable, for such Financing Party’s applicable its Financing Premium.

In the event that the Restructuring Transactions are consummated pursuant to a chapter 11 proceeding, the Fifth Amendment and Amended Credit Agreement shall be modified as necessary to reflect, among other things, that there will only be a single class of Term Loans. Additionally, as further set forth in the Restructuring Support Agreement, the Administrative Agent (in its sole discretion) may inform the Borrower that the Fifth Amendment and Amended Credit Agreement shall be modified to (1) provide for the exercise of the Non-Consenting Lender Option (as defined in the Restructuring Support Agreement), if applicable, and (2) if, applicable, to reflect that there will only be a single class of Term Loans.

To the extent the Restructuring Transactions are consummated through the Chapter 11 Cases as defined in the Restructuring Support Agreement, the amount of cash available for repayment of Term Loans on the Fifth Amendment Effective Date will be reduced by the amount of cash interest paid with respect to the Term Loans during the Chapter 11 Cases.

The Administrative Agent shall have received from the Lenders required to execute this Fifth Amendment pursuant to the Restructuring Support Agreement, the Borrower and the other parties hereto, executed counterparts of this Fifth Amendment.

The Administrative Agent shall have received, on behalf of itself, the Lenders, each Issuing Bank and each Swingline Lender on the Fifth Amendment Effective Date, the favorable written opinion of (a) Akin Gump Xxxxxxx Xxxxx & Xxxx LLP and (b) local counsel for material Loan Parties organized under the laws of England and Wales, Switzerland and the Netherlands, (i) in form and substance reasonably satisfactory to the Administrative Agent, (ii) dated as of the Fifth Amendment Effective Date and (iii) addressed to the Lenders, each Issuing Bank, each Swingline Lender and the Administrative Agent, covering such matters relating to this Fifth Amendment and the Loan Documents as the Administrative Agent shall reasonably request.

The Administrative Agent shall have received a certificate from a Responsible Officer of Holdings, dated the Fifth Amendment Effective Date, confirming: (i) the representations and warranties set forth in the Loan Documents that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the date of the Fifth Amendment Effective Date, or if specifically specified in the Loan Documents as of the applicable earlier date, (ii) no Event of Default or Default has occurred and is continuing or would result herefrom, and (iii) that the condition set forth in Section 2(j) below has been satisfied.

The Administrative Agent shall have received in the case of each Loan Party each of the items referred to below, as applicable and subject to the proviso at the end of this clause (d):

The Administrative Agent shall have received in the case of each Loan Party incorporated in the Netherlands, if applicable, an unconditional positive advice (advies) of each works council having jurisdiction over that Loan Party and the related request for advice (adviesaanvraag) or confirmation of such works council that it irrevocably and unconditionally waives its right to render advice, or, if not applicable, a confirmation by the Board of Directors of that Loan Party in the resolutions referred to in paragraph (ii)(B) above that such Loan Party does not have a works council.

All actions reasonably requested by the Administrative Agent to ensure the continuing enforceability of the guarantees of the Loan Parties and the continuing grant and perfection of all security interests previously granted by the Loan Parties shall have been undertaken in a manner reasonably acceptable to the Administrative Agent.

At least five Business Days prior to the Fifth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and including a duly executed W-9 tax form (or such other applicable IRS tax form) of the Borrower that was requested at least 10 Business Days prior to the Fifth Amendment Effective Date.

The Administrative Agent shall have received all amounts due and payable pursuant to the Restructuring Support Agreement on or prior to the Fifth Amendment Effective Date. Additionally, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and reasonably necessary U.S. local and foreign counsel) invoiced on or prior to the Fifth Amendment Effective Date.

The Restructuring Transactions shall have been consummated substantially concurrently with the Fifth Amendment Effective Date, on the terms set forth in the Restructuring Support Agreement.

Prior to or substantially concurrently with the Fifth Amendment Effective Date, the Borrower shall make the Fifth Amendment Effective Date Payments.

Confirmation. The provisions of the Loan Documents, as amended by this Fifth Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Fifth Amendment.

Loan Document. This Fifth Amendment and each agreement, instrument, certificate or document executed by the Borrower or any other Loan Party or any of its or their respective officers in connection therewith are “Loan Documents” as defined and described in the Amended Credit Agreement and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto and thereto.

Counterparts. This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fifth Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

ENTIRE AGREEMENT. THIS FIFTH AMENDMENT, THE AMENDED CREDIT AGREEMENT, THE AMENDED COLLATERAL AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AND ENTIRE AGREEMENT RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY LENDER, ISSUING BANK OR SWINGLINE LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN DOCUMENTS.

GOVERNING LAW. THIS FIFTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

AFFINION GROUP HOLDINGS, INC.

AFFINION BRAZIL HOLDINGS I, LLC

AFFINION BRAZIL HOLDINGS II, LLC

AFFINION DATA SERVICES, INC.

AFFINION DEVELOPMENTS, LLC

AFFINION GROUP, LLC

AFFINION INVESTMENTS II, LLC

AFFINION PD HOLDINGS, INC.

AFFINION PUBLISHING, LLC

BREAKFIVE, LLC

XXXXXXXX AGENCY, INC.

CCAA, CORPORATION

CONNEXIONS LOYALTY GLOBAL TRAVEL
FULFILLMENT LLC

CONNEXIONS LOYALTY TRAVEL SOLUTIONS LLC

CONNEXIONS LOYALTY, INC.

CONNEXIONS SM VENTURES, LLC

CONNEXIONS SMV, LLC

GLOBAL PROTECTION SOLUTIONS, LLC

LIFT MEDIA, LLC

LONG TERM PREFERRED CARE, INC.

LOYALTY TRAVEL AGENCY LLC

XXXXX CORP.

TRAVELERS ADVANTAGE SERVICES, LLC

TRILEGIANT AUTO SERVICES, INC.

TRILEGIANT CORPORATION

TRILEGIANT INSURANCE SERVICES, INC.

TRILEGIANT RETAIL SERVICES, INC.

WATCHGUARD REGISTRATION SERVICES, INC.

WEBLOYALTY HOLDINGS, INC.

XXXXXXXXXX.XXX, INC.

By:                                                                                                                   

      Name:

      Title: