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 DAgostino / DAgostino 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 |