FIRST AMENDMENT TO STOCKHOLDER AGREEMENT

EX-4.2 5 d333636dex42.htm FIRST AMENDMENT TO STOCKHOLDER AGREEMENT First Amendment to Stockholder Agreement

Exhibit 4.2

FIRST AMENDMENT TO

STOCKHOLDER AGREEMENT

The undersigned desire to enter into this First Amendment to Stockholder Agreement, dated this 30th day of March, 2012, and effective as of January 17, 2011, to amend that certain Stockholder Agreement, dated as of January 14, 2011, among Affinion Group Holdings, Inc., a Delaware corporation (the “Company”) and the holders party thereto (the “Stockholder Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Stockholder Agreement.

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of January 14, 2011, by and among the Company, Affinion Group, Inc., Parker Holdings, LLC, Parker Merger Sub, Inc. and Webloyalty Holdings, Inc. (“Webloyalty”), Webloyalty was merged with and into Parker Merger Sub, Inc. (the “Merger”), Webloyalty became an indirect wholly-owned subsidiary of the Company, and certain former equity owners of Webloyalty were issued Common Shares in exchange for their shares in Webloyalty;

WHEREAS, in connection with the Merger, GAP-W, LLC, a former equity owner of Webloyalty, directed that the 3,320,130 Common Shares to which it was entitled (the “GAP-W Shares”) be issued to GAP-W Holdings, L.P.;

WHEREAS, the GAP-W Shares were issued to GAP-W Holdings, L.P. on January 17, 2011, but GAP-W Holdings, L.P. was not made a party to the Stockholder Agreement at such time;

WHEREAS, GAP-W Holdings, L.P. has executed an adoption agreement to the Stockholder Agreement (the “Adoption”) on the date hereof and effective as of January 17, 2011; and

WHEREAS, pursuant to Section 10(h) of the Stockholder Agreement, the Stockholder Agreement may be amended by written agreement of (x) Holders holding at least a majority of the issued and outstanding Common Shares held by all Holders and (y) for so long as any Major Stockholder is a Major Stockholder, such Major Stockholder; provided the written consent of the Company shall be required, in the event that any such amendment, supplement or modification imposes a burden or obligation on the Company or adversely affects a benefit or right of the Company under the Stockholder Agreement.

NOW, THEREFORE, the parties hereto hereby agrees as follows:

Section 1. Amendment.

1.1 The Stockholder Agreement is hereby amended by the replacement of the definition of “General Atlantic” in Section 1 with the following:

General Atlantic” means GAP-W Holdings, L.P. and the investment partnerships sponsored by General Atlantic LLC that were stockholders of Webloyalty Holdings, Inc.


immediately preceding the acquisition of Webloyalty Holdings, Inc. by Affinion Group, Inc., which investment partnerships, for the avoidance of doubt, are General Atlantic Partners 79, L.P., GAP-W, LLC, GapStar, LLC, GAPCO GmbH & Co. KG, GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC.

1.2 The Stockholder Agreement is hereby amended by the replacement of Schedule I thereto with Exhibit A hereto.

Section 2. Continuing Force and Effect

Except to the extent expressly amended hereby or by the Adoption, the terms and conditions of the Stockholder Agreement shall continue in full force and effect in accordance with their terms.

Section 3. Entire Agreement

This amendment, together with the Adoption and the Stockholder Agreement constitute the entire agreement among the parties to the Stockholder Agreement.

Section 4. Counterparts

This amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the day and year first written above.

 

AFFINION GROUP HOLDINGS, INC.
By:  

/s/ Todd Siegel

Name:   Todd Siegel
Title:   Executive Vice President
  and Chief Financial Officer


IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the day and year first written above.

 

AFFINION GROUP HOLDINGS, LLC
By:  

/s/ Marc Becker

  Name: Marc Becker
  Title: Manager


IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the day and year first written above.

 

GAPCO GMBH & CO. KG    
By:   GAPCO Management GmbH,     GENERAL ATLANTIC PARTNERS 79, L.P.
  its General Partner     By:   General Atlantic LLC,
        its General Partner
By:  

/s/ Thomas J. Murphy

     
  Name: Thomas J. Murphy     By:  

/s/ /Thomas J. Murphy

  Title: Procuration Officer     Name: Thomas J. Murphy
      Title: Managing Director
GAP COINVESTMENTS III, LLC     GAP-W HOLDINGS, L.P.
      By:   General Atlantic GenPar, L.P.,
By:  

/s/ Thomas J. Murphy

      its General Partner
  Name: Thomas J. Murphy      
  Title: Managing Director     By:   General Atlantic LLC,
        its General Partner
       
GAP COINVESTMENTS IV, LLC     By:  

/s/ Thomas J. Murphy

By:  

/s/ Thomas J. Murphy

     

Name: Thomas J. Murphy

Title: Managing Director

  Name: Thomas J. Murphy      
  Title: Managing Director      
GAPSTAR, LLC      
By:  

/s/ Thomas J. Murphy

     
  Name: Thomas J. Murphy      
  Title: Managing Director      
GAP-W, LLC      
By:  

General Atlantic GenPar, L.P.,

its Manager

     
By:  

General Atlantic LLC,

its General Partner

     
By:  

/s/ Thomas J. Murphy

     
  Name: Thomas J. Murphy      
  Title: Managing Director      


EXHIBIT A

[Please see attached]


SCHEDULE I

List of Holders

 

Name

  

Address for Notice

   Common
Shares
 
Affinion Group Holdings, LLC   

Apollo Management V, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

     57,750,000   
  

Telephone:

Email:

Attention:

  

(212) 515-3202

***@***

Marc Becker

  
Vincent D’Agostino / D’Agostino Family Trust A dated 4/8/99   

45 Turkey Hill Road South

Westport, CT 06880

    
2,843,439
  
  

Telephone:

Email:

  

(203) 254-9860

***@***

  
Richard Fernandes / Fernandes Family Trust A Dated June 25, 1999   

129 Quarter Horse Lane

Fairfield CT 06824

     2,966,200   
  

Telephone:

Email:

  

(203) 255-1736

***@***

  
GAPCO GmbH & Co. KG   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     27,289   
GAP Coinvestments III, LLC   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     953,373   


Name

  

Address for Notice

   Common
Shares
 
GAP Coinvestments IV, LLC   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     248,611   
GapStar, LLC   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     218,374   
GAP-W, LLC   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     0   
GAP-W Holdings, L.P.   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     3,320,130   
General Atlantic Partners 79, L.P.   

General Atlantic Partners 79, L.P.

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Facsimile: (212) 759-5708

Email: ***@***

Attention: General Counsel

     12,702,156   


Name

  

Address for Notice

   Common
Shares
In the case of any notice delivered to General Atlantic, a copy shall be sent to:   

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Facsimile: (212) 757-3990

 

Attention: Matthew W. Abbott