FORBEARANCE AGREEMENTForbearance Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
This FORBEARANCE AGREEMENT, dated as of March 1, 2019 (this “Agreement”), is by and among Affinion Group, Inc., a corporation organized under the laws of Delaware (the “Borrower”), each other Loan Party hereto (together with the Borrower, the “Loan Parties”), the undersigned Lenders constituting the Required Lenders under the Credit Agreement (as defined below) (the “Supporting Lenders”) and HPS Investment Partners, LLC as administrative agent and collateral agent (the “Agent”).
FORBEARANCE AGREEMENTForbearance Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
This FORBEARANCE AGREEMENT, dated as of February 26, 2019 (this “Agreement”), is by and among Affinion Group, Inc., a corporation organized under the laws of Delaware (the “Borrower”), each other Loan Party hereto (together with the Borrower, the “Loan Parties”), the undersigned Lenders constituting the Required Lenders under the Credit Agreement (as defined below) (the “Supporting Lenders”) and HPS Investment Partners, LLC as administrative agent and collateral agent (the “Agent”).
AMENDMENT TO THE WARRANT AGREEMENTThe Warrant Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • Delaware
This Amendment to the Warrant Agreement (this “Amendment”), dated as of February 28, 2019, is made, subject to the condition on effectiveness below, by and between Affinion Group Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the “Warrant Agent”), and the Holders of two-thirds of the outstanding Warrants. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Warrant Agreement (as defined below).
55,000,000 Debtor-in-Possession Term Loan Facility Commitment LetterAffinion Group Holdings, Inc. • March 5th, 2019 • Services-business services, nec
Affinion Group, Inc., a Delaware corporation (“you” or the “Borrower”) and certain of its direct and indirect subsidiaries and affiliates (collectively, the “Debtors” and each a “Debtor”), have requested that the parties listed on Schedule I hereto (“us”, “we” or the “Backstop Parties”) agree to structure and backstop a non-amortizing multiple draw super-priority senior secured debtor-in-possession term loan facility (the “DIP Facility”) in an aggregate amount of $55,000,000 under Section 364 of chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”). The availability of the DIP Facility will be conditioned on and subject to the conditions set forth in Section 4 below. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions (the “Term Sheet”) attached as Exhibit A hereto (Exhibit A, together with this letter, collectivel
AFFINION GROUP HOLDINGS, INC., ET AL. AMENDED AND RESTATED SUPPORT AGREEMENT March 4, 2019Credit Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO COLLATERAL AGREEMENT, dated as of , 2019 (this “Fifth Amendment”), is made by and among AFFINION GROUP, INC., a Delaware corporation (the “Borrower”), HPS INVESTMENT PARTNERS, LLC, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), the Lenders party hereto and, for purposes of Section 5 hereof, each other Loan Party party hereto. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Amended Credit Agreement or in the Amended Collateral Agreement, as applicable.
AMENDED AND RESTATED INVESTOR PURCHASE AGREEMENTInvestor Purchase Agreement • March 5th, 2019 • Affinion Group Holdings, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED INVESTOR PURCHASE AGREEMENT, dated March 4, 2019 (this “Agreement”), by and among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), Affinion Group, Inc. (the “Issuer”, and, together with the Company, the “Affinion Parties” and each individually, an “Affinion Party”)) and Elliott Management Corporation, (together with its affiliates, “Elliott”), Metro SPV LLC (“ICG”), Mudrick Capital Management, LP (“Mudrick”), Corbin ERISA Opportunity Fund, Ltd. and Corbin Opportunity Fund, L.P. (collectively, “Corbin”), Empyrean Capital Partners, L.P. (together with its affiliates, “Empyrean”, and together with Elliott, ICG, Mudrick, and Corbin, the “Investors”) amends and restates that certain investor purchase agreement, dated March 1, 2019, by and among the Affinion Parties and the Investors (the “Original Investor Purchase Agreement”). The foregoing parties hereto are collectively referred to as the “Parties” and each individually is referred to as a
