AFFINION GROUP, INC. $34,000,000 10 1/8% SENIOR NOTES DUE 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
Affinion Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities LLC, Banc of America Securities LLC and BNP Paribas Securities Corp. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 28, 2006 (the “Purchase Agreement”), $34,000,000 aggregate principal amount of its 10 1/8% Senior Notes due 2013 (the “Initial Securities”). The Initial Securities will be unconditionally guaranteed (the “Senior Guarantees”) on a senior basis by the guarantors listed on Schedule B to the Purchase Agreement (the “Guarantors”). The Initial Securities will be issued pursuant to the Indenture, dated as of October 17, 2005, (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AFFINION GROUP, INC. as Issuer the GUARANTORS named herein $270,000,000 10 1/8% SENIOR NOTES DUE 2013Indenture • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
INDENTURE dated as of October 17, 2005 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of October 17, 2005, Among AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as...Credit Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
CREDIT AGREEMENT (this “Agreement”), dated as of October 17, 2005, among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), AFFINION GROUP, INC., a Delaware corporation (the “Borrower”), the LENDERS (as hereinafter defined) from time to time party hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (“Credit Suisse” or, together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”) and BANK OF AMERICA, N.A. and BNP PARIBAS SECURITIES CORP., as documentation agents (in such capacity, each, a “Documentation Agent” and together, the “Documentation Agents”).
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of October 17, 2005, among AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., each Subsidiary of the Borrower identified herein, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Administrative AgentGuarantee and Collateral Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of October 17, 2005 (this “Agreement”), among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), AFFINION GROUP, INC., a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary Party”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 17, 2005, between AFFINION GROUP, INC. (f/k/a Affinity Acquisition, Inc.), a Delaware corporation, (the “Company”) and NATHANIEL J. LIPMAN (“Executive”).Employment Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, pursuant to Purchase Agreement (the “Purchase Agreement”) made and entered into as of the 26th day of July, 2005, by and among the Company, Affinion Group Holdings, Inc. (f/k/a Affinity Acquisition Holdings, Inc.) (“Parent”), and Cendant Corporation, the Company will acquire (the “Transaction”) all of the equity interests in Cendant Marketing Group, LLC (formerly Cendant Membership Services Holdings LLC) and Cendant International Holdings Limited (together, the “Subsidiaries”);
OPTION AGREEMENT (this “Agreement”) dated as of January 2, 2006 between AFFINION GROUP HOLDINGS, INC., a Delaware corporation, (the “Company”) and MAUREEN O’CONNELL (the “Optionee”).Option Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, the Optionee has entered into an Employment Agreement dated as of December 1, 2005 with Affinion Group, Inc., pursuant to which the Company, acting through the Committee with the consent of the Company’s Board of Directors (the “Board”) will grant to the Optionee, effective as of the date the date hereof (the “Grant Date”), an option under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock (“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan.
LIMITED LIABILITY COMPANY AGREEMENT OF CENDANT MARKETING GROUP, LLCLimited Liability Company Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Cendant Marketing Group, LLC (the “Company”) dated as of this 16th day of December, 2004, by Cendant Corporation, as the sole member of the Company (the “Member”).
ContractRestricted Stock Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, pursuant to the Purchase Agreement made and entered into as of the 26th day of July, 2005, by and among Affinion Group, Inc. (f/k/a Affinity Acquisition, Inc.), the Company (f/k/a Affinity Acquisition Holdings, Inc.) and Cendant Corporation, the Company will acquire all of the equity interests in Cendant Marketing Group, LLC (formerly Cendant Membership Services Holdings LLC) and Cendant International Holdings Limited (the “Transaction”);
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January 2, 2006 between AFFINION GROUP HOLDINGS, INC., a Delaware Corporation, (the “Company”) and MAUREEN O’CONNELL (“Investor”).Subscription Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, the Company is willing to sell the Company’s common stock to Investor on the terms and conditions provided below.
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Connecticut
Employment Agreement dated as of September 10, 2002 (the “Agreement”) by and between Trilegiant Corporation, a Delaware corporation (the “Company”), and Michael Rauscher (the “Executive”).
SEVERANCE AGREEMENTSeverance Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Connecticut
Severance Agreement dated as of May 29, 2002 (the “Agreement”), by and between Trilegiant Corporation, a Delaware corporation (the “Company”), and Todd Siegel (the “Executive”).
PATENT LICENSE AGREEMENT by and among CD INTELLECTUAL PROPERTY HOLDINGS, LLC AND TRILEGIANT LOYALTY SOLUTIONS, INC. Dated as of October 17, 2005Patent License Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
PATENT LICENSE AGREEMENT (this “Agreement”), dated as of October 17, 2005, and effective if and as of the Closing (as defined in the Purchase Agreement (as defined below)) Date, by and among CD Intellectual Property Holdings, LLC, a Delaware corporation (“Licensee”), on the one hand, and Trilegiant Loyalty Solutions, Inc., a Delaware corporation (“TLS’) and Buyer (as defined below) (as guarantor of TLS’s obligations under this Agreement), on the other hand. Each of Licensee and TLS is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in Section 6.18 hereof.
ContractAdoption Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, each Holder deems it to be in the best interest of the Company and the Holders that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Company and the Holders hereby set forth herein their agreement with respect to the Common Stock and Options now owned or hereafter owned by them.
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October , 2005 between AFFINION GROUP HOLDINGS, INC., a Delaware Corporation, (the “Company”) and INVESTOR (as set forth on the Signature Page) (“Investor”).Subscription Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, pursuant to the Purchase Agreement made and entered into as of the 26th day of July, 2005, by and among Affinion Group, Inc. (f/k/a Affinity Acquisition, Inc.), the Company (f/k/a Affinity Acquisition Holdings, Inc.) and Cendant Corporation, the Company will acquire all of the equity interests in Cendant Marketing Group, LLC and Cendant International Holdings Limited (the “Transaction”);
PURCHASE AGREEMENT by and among Cendant Corporation, Affinity Acquisition, Inc. and Affinity Acquisition Holdings, Inc. Dated as of July 26, 2005Purchase Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
THIS PURCHASE AGREEMENT is made and entered into and effective as of the 26th day of July, 2005, by and among Cendant Corporation, a Delaware corporation (“Seller”), AFFINITY ACQUISITION, INC., a Delaware corporation (“Buyer”) and AFFINITY ACQUISITION HOLDINGS, INC., a Delaware corporation and the parent corporation of Buyer (“Parent” and, together with Buyer, “Acquirors”).
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October 17, 2005 between AFFINION GROUP HOLDINGS, INC., a Delaware Corporation, (the “Company”) and NATHANIEL J. LIPMAN (“Investor”).Subscription Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
WHEREAS, pursuant to the Purchase Agreement made and entered into as of the 26th day of July, 2005, by and among Affinion Group, Inc. (f/k/a Affinity Acquisition, Inc.) (“Affinity”), the Company (f/k/a Affinity Acquisition Holdings, Inc.) and Cendant Corporation, the Company will acquire all of the equity interests in Cendant Marketing Group, LLC (formerly Cendant Membership Services Holdings LLC) and Cendant International Holdings Limited (the “Transaction”);
OPERATING AGREEMENTOperating Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
Progeny Marketing Innovations Inc. (the “Member”) has formed a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the “Delaware Act”) that from and after the date hereof shall be governed by, and operated pursuant to, the terms and provisions of this Agreement.
DELAWARE EXECUTED ORIGINAL COPY AGREEMENT OF CUC ASIA HOLDINGS Dated as of June 27, 1996Delaware Executed Original Copy Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • Delaware
This PARTNERSHIP AGREEMENT (the “Agreement”) of CUC Asia Holdings (the “Partnership”) is made as of the 27th day of June, 1996. All capitalized but undefined terms used in this Agreement shall have the same meanings as set forth-below in Section 10 of this Agreement, except where the context otherwise requires.
ContractConsulting Agreement • May 8th, 2006 • Affinion Loyalty Group, Inc. • New York
CONSULTING AGREEMENT dated as of October 17, 2005, between AFFINION GROUP, INC., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).
