FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Exhibit 4.3
FIRST AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The undersigned desire to enter into this First Amendment to Amended and Restated Registration Rights Agreement, dated this 30th day of March, 2012, and effective as of January 17, 2011, to amend that certain Amended and Restated Registration Rights Agreement, dated as of January 14, 2011, among Affinion Group Holdings, Inc., a Delaware corporation (the Company) and the holders party thereto (the RRA). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the RRA.
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 Stock 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 shares of Common Stock 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 RRA at such time;
WHEREAS, GAP-W Holdings, L.P. has executed an adoption agreement to the RRA (the Adoption) on the date hereof and effective as of January 17, 2011; and
WHEREAS, pursuant to Section 22 of the RRA, the RRA may be amended by written agreement of (x) Affinion Group Holdings, LLC, and (y) Holders of a Majority of the Eligible Shares held by the Principal WL Stockholders; 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.
The RRA 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 RRA shall continue in full force and effect in accordance with their terms.
Section 3. Entire Agreement
This amendment, together with the Adoption and the RRA constitute the entire agreement among the parties to the RRA.
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 | GENERAL ATLANTIC PARTNERS 79, L.P. | |||||||
By: | GAPCO Management GmbH, | By: | General Atlantic LLC, | |||||
its General Partner | its General Partner | |||||||
By: | /s/ Thomas J. Murphy | By: | /s/ Thomas J. Murphy | |||||
Name: Thomas J. Murphy | Name: Thomas J. Murphy | |||||||
Title: Procuration Officer | Title: Managing Director |
GAP-W HOLDINGS, L.P. | ||||||||
GAP COINVESTMENTS III, LLC | By: | General Atlantic GenPar, L.P., | ||||||
its General Partner | ||||||||
By: | /s/ Thomas J. Murphy | |||||||
Name: Thomas J. Murphy | By: | General Atlantic LLC, | ||||||
Title: Managing Director | its General Partner | |||||||
By: | /s/ Thomas J. Murphy | |||||||
Name: Thomas J. Murphy | ||||||||
GAP COINVESTMENTS IV, LLC | Title: Managing Director | |||||||
By: | /s/ Thomas J. Murphy | |||||||
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 | |||
Affinion Group Holdings, LLC | Apollo Management V, L.P. | |||
9 West 57th Street, 43rd Floor | ||||
New York, New York 10019 | ||||
Telephone: | (212) 515-3202 | |||
Email: | ***@*** | |||
Attention: | Marc Becker | |||
DAgostino Family Trust A Date 4/8/99 / Vincent DAgostino | 45 Turkey Hill Road South | |||
Westport, CT 06880 | ||||
Telephone: | (203) 254-9860 | |||
Email: | ***@*** | |||
Richard Fernandes / Fernandes Family Trust A dated June 25, 1999 | 129 Quarter Horse Lane | |||
Fairfield CT 06824 | ||||
Telephone: | (203) 255-1736 | |||
Email: | ***@*** | |||
GAPCO GmbH & Co. KG | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** | |||
GAP Coinvestments III, LLC | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** | |||
GAP Coinvestments IV, LLC | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** |
Schedule I
GAPSTAR, LLC | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** | |||
GAP-W, LLC | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** | |||
GAP-W Holdings, L.P. | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** | |||
General Atlantic Partners 79, L.P. | General Atlantic LLC 55 East 52nd Street, 32nd Floor New York, New York 10055 Facsimile: (212) 759-5708 Attention: General Counsel Email: ***@*** |
Schedule I-2