FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-4.3 6 d333636dex43.htm FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 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

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

   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