532,616,637 SENIOR CASH 12.5% / PIK STEP-UP TO 15.5% NOTES DUE 2022Indenture • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of May 10, 2017 among Affinion Group, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of May 10, 2017, Among AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC as Administrative Agent and Collateral Agent HPS INVESTMENT PARTNERS, LLC as...Credit Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of May 10, 2017, is made by 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, HPS INVESTMENT PARTNERS, LLC, as administrative agent (together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and as collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the “Collateral Agent”) for the Lenders.
NOMINATING AGREEMENTNominating Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Metro SPV LLC (“ICG”).
NOMINATING AGREEMENTNominating Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
This Nominating Agreement (as it may be amended from time to time, this “Agreement”) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), and Elliott Management Corporation (“Elliott”).
WARRANT AGREEMENTWarrant Agreement • May 12th, 2017 • Affinion Group, Inc. • Services-business services, nec • Delaware
This WARRANT AGREEMENT (this “Agreement”) is made as of May 10, 2017, by and between AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 25 hereof.
