AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.2
EXECUTED COPY
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2012, among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereto, the various agents party hereto, Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Deutsche Bank Securities Inc. (“DBSI”), in its capacity as arranger of this Amendment (the “Amendment Arranger”).
PRELIMINARY STATEMENTS:
(1) Holdings and the Borrower have entered into that certain Amended and Restated Credit Agreement, dated as of April 9, 2010 (as so amended and restated and as amended, modified and/or supplemented through the date hereof, the “Credit Agreement”), with the Administrative Agent, Credit Suisse Securities (USA) LLC (“CSS”), as syndication agent, DBSI, J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.) (“JPM”) and UBS Securities LLC (“UBS”), as documentation agents, Bank of America Securities LLC (“BAS”) and CSS, as joint lead arrangers, and BAS, CSS, DBSI, JPM and UBS, as joint bookrunners. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) Holdings and the Borrower have requested and the undersigned Lenders and the Administrative Agent have agreed, on the terms and conditions stated below, to amend and modify the Credit Agreement as set forth herein.
(3) Accordingly, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows, effective as of the Amendment No. 1 Effective Date (as defined below):
SECTION 1. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:
“Amendment No. 1” shall mean Amendment No. 1 to this Agreement, dated as of November 20, 2012, among Holdings, the Borrower, the Lenders party thereto, the Administrative Agent and Deutsche Bank Securities Inc., as arranger of Amendment No 1.
“Amendment No. 1 Effective Date” shall have the meaning provided in Amendment No. 1.
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(b) The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the text “3.50%” appearing therein and inserting the text “5.00%” in lieu thereof and (ii) deleting the text “2.50%” appearing therein and inserting the text “4.00%” in lieu thereof.
(c) The definition of “Pro Forma Basis’’ appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “2.20(c)”, after the text “2.11(b),” appearing in said Section.
(d) Section 2.10(e) of the Credit Agreement is hereby amended by deleting the text “made on or before the date that is one year after the Restatement Effective Date” appearing therein and inserting the text “made on or after the Amendment No. 1 Effective Date but on or before the date that is one year after the Amendment No. 1 Effective Date” in lieu thereof.
(e) Section 6.10 of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following text in lieu thereof:
“Section 6.10. Senior Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter set forth below to exceed the ratio set forth opposite such fiscal quarter:
| Fiscal Quarter Ended | Ratio | |||
| September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 | 4.25:1.00 | |||
| March 31, 2014 and June 30, 2014 | 4.00:1.00 | |||
| September 30, 2014 and December 31, 2014 | 3.75:1.00 | |||
| March 31, 2015 and thereafter | 3.00:1.00” | |||
(f) Section 6.11 of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following text in lieu thereof:
“Section 6.11. Interest Coverage Ratio. Permit the Interest Coverage Ratio on the last day of any fiscal quarter set forth below to be less than the ratio set forth opposite such fiscal quarter:
| Fiscal Quarter Ended | Ratio | |||
| September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013 and March 31, 2014 | 1.25:1.00 | |||
| June 30, 2014 and September 30, 2014 | 1.35:1.00 | |||
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| Fiscal Quarter Ended | Ratio | |||
| December 31, 2014 and March 31, 2015 | 1.50:1.00 | |||
| June 30, 2015 and thereafter | 1.65:1.00” | |||
(g) Section 8.06(b) of the Credit Agreement is hereby amended by deleting clauses (b) and (c) of the second sentence said Section and inserting the following text in lieu thereof:
“(b) the retiring the Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents, and (c) at the sole election of the retiring Administrative Agent, in its capacity as an Issuing Bank, either (i) the retiring Administrative Agent, in its capacity as an Issuing Bank, shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents, and the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit or (ii) the retiring Administrative Agent, in its capacity as an Issuing Bank, shall remain party to this Agreement as an Issuing Bank, and in such capacity shall continue to have all of the rights and obligations of an “Issuing Bank” under this Agreement and the other Loan Documents with respect to each Letter of Credit previously issued by such Issuing Bank and outstanding at the time of its resignation as Administrative Agent (including, without limitation, the right to receive Issuing Bank Fees pursuant to Section 2.12(b)), but shall not be required to issue any new (or renew or extend any existing) Letters of Credit”.
(h) Holdings, the Borrower, the Administrative Agent, the Amendment Arranger, Deutsche Bank Trust Company Americas (“DBTCA”) and the Required Lenders hereby (i) acknowledge receipt of that certain “Resignation of Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender”, dated as of November 16, 2012, from Bank of America, N.A. (“Bank of America”) as retiring Administrative Agent, (ii) agree that (x) Bank of America, DBTCA and the Loan Parties shall, as soon as reasonably practicable, but in any event not later than December 14, 2012 (or such later date as shall be approved by Bank of America, DBTCA and the Borrower (such approval not to be unreasonably withheld, delayed or conditioned)) enter into a customary agency resignation and assignment agreement in form and substance reasonably acceptable to Bank of America, DBTCA and the Borrower, (y) upon the effectiveness of the resignation of Bank of America as Administrative Agent and the execution and delivery of such agency resignation and assignment agreement by the parties thereto, DBTCA shall be appointed as the successor Administrative Agent, Issuing Bank and Swingline Lender (without any requirement for any further consent of the Required Lenders and the Loan Parties) and succeed as Administrative Agent, Issuing Bank and Swingline Lender in accordance with the provisions of the Credit Agreement (including Sections 2.05 and 8.06) and such agency resignation and assignment agreement and (z) the Loan Parties, DBTCA, Bank of America and the Administrative Agent may enter into such technical amendments to the Credit Agreement and the other Loan Documents as may be required or advisable in the judgment of the successor Administrative Agent to effectuate the purposes of this clause (h) and the agency transfer
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contemplated by such agency resignation and assignment agreement (including, without limitation, modifications to references to “Bank of America” in the definition of “ABR” and the applicable notice provisions in Section 9.01(a) of the Credit Agreement) and (iii) in the case of the Required Lenders, authorize (x) DBTCA and Bank of America to enter into the documentation described in sub-clauses (ii)(x) and (z) above and (y) the appointment of DBTCA as successor Administrative Agent in connection therewith; provided, however, that, notwithstanding the foregoing, the provisions of this clause (h) shall not be construed to limit or restrain in any manner the rights that Bank of America has as retiring Administrative Agent under Section 8.06 of the Credit Agreement 30 days after it has provided notice of resignation as provided above, including without limitation, the effectiveness of the resignation of Bank of America referred to in the immediately preceding clause (i), regardless of whether any resignation and assignment agreement has been entered into or whether a successor Administrative Agent has been appointed at such time. Additionally, in connection with, and to facilitate, DBTCA’s appointment as the successor Administrative Agent, Bank of America is authorized to transfer to DBTCA, prior to the execution and delivery of the agency resignation and assignment agreement, all information in its possession in its capacities as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender regarding the Lenders, the Loan Parties, the Loans and the Loan Documents.
SECTION 2. Conditions of Effectiveness. This Amendment is subject to the provisions of Section 9.09 of the Credit Agreement. This Amendment shall become effective as of the date (the “Amendment No. 1 Effective Date”) when, and only when, each of the following conditions shall have been fulfilled to the satisfaction of the Administrative Agent and the Amendment Arranger:
(a)(x) The Administrative Agent and the Amendment Arranger shall have received counterparts of this Amendment executed by Holdings, the Borrower, Lenders constituting the Required Lenders, the Administrative Agent, the Amendment Arranger and DBTCA and (y) the Administrative Agent and the Amendment Arranger shall have additionally received all of the following documents, each of which (unless otherwise specified) shall be dated the date of receipt thereof by the Administrative Agent and the Amendment Arranger (unless otherwise specified), in form and substance satisfactory to the Administrative Agent and the Amendment Arranger (unless otherwise specified):
(i) Counterparts of the consent attached hereto executed by each Subsidiary Guarantor; and
(ii) A certificate signed by a duly authorized officer of Holdings and the Borrower stating that:
(A) the representations and warranties contained in the Loan Documents and in Section 4 hereof that are qualified by materiality are true and correct, and each of such representations and warranties that are not so qualified are true and correct in all material respects, in each case, on and as of the date of such certificate as though made on and as of such date other than any such representations and warranties that, by their terms, expressly refer to a specific
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date other than the date of such certificate, in which case as of such specific date; and
(B) as of Amendment No. 1 Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default.
(b) The Borrower shall have paid to the Administrative Agent and the Amendment Arranger (or their applicable affiliates) all fees (including the Consent Fee referred to below, which shall be paid in accordance with Section 3 set forth below), costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent and the Amendment Arranger (or their applicable affiliates) to the extent then due.
SECTION 3. Consent Fee. The Borrower agrees to pay to the Amendment Arranger, for the account of each Lender that delivers to the Administrative Agent and the Amendment Arranger (or its counsel) an executed counterpart of this Amendment on or prior to 5:00 p.m., New York City time, on November 20, 2012, a payment (collectively, the “Consent Fee”) in an amount equal to 0.50% of the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the Amendment No. 1 Effective Date and (ii) the Revolving Loan Commitment of such Lender as in effect on the Amendment No. 1 Effective Date. The Consent Fee shall be payable in Dollars and in immediately available funds and, once paid, such fees or any part thereof shall not be refundable. Within three Business Days of receipt of the Consent Fee, the Amendment Arranger shall pay over the Consent Fee to the Administrative Agent, which (upon receipt thereof) shall distribute to each relevant Lender the portion of the Consent Fee to which it is entitled (as specified in writing by the Amendment Arranger to the Administrative Agent).
SECTION 4. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a) The execution, delivery and performance by Holdings and the Borrower of this Amendment, the execution and delivery of the Consent hereto by each Subsidiary Guarantor and the performance by Holdings, the Borrower and each Subsidiary Guarantor of the Credit Agreement (as amended hereby) have been duly authorized by all necessary corporate action.
(b) This Amendment has been duly executed and delivered by Holdings and the Borrower and the Consent has been duly executed by each Subsidiary Guarantor. This Amendment and the Credit Agreement (as amended hereby) constitute the legal, valid and binding obligations of Holdings, the Borrower and the Subsidiary Guarantors, enforceable against Holdings, the Borrower and the Subsidiary Guarantors in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless whether considered in a proceeding in equity or at law).
SECTION 5. Reference to and Effect on the Credit Agreement and the other Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’ or words of like import referring to the
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Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 6. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the administration of the Credit Agreement (as amended hereby) and all costs and expenses of the Administrative Agent and/or the Amendment Arranger in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and the Amendment Arranger) to the same extent that such fees and expenses would be payable under, and on the same terms as are set forth in, Section 9.05 of the Credit Agreement, without regard (in the case of the Amendment Arranger) as to whether the Amendment Arranger is a party to the Credit Agreement or specifically referenced in said Section.
SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| AFFINION GROUP, INC. | ||
| By: | /s/ Todd Siegel | |
| Name: | Todd Siegel | |
| Title: | CEO | |
| AFFINION GROUP HOLDINGS, INC. | ||
| By: | /s/ Todd Siegel | |
| Name: | Todd Siegel | |
| Title: | CEO | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Frank Byrne | |
| Name: Frank Byrne | ||
| Title: Vice President | ||
| By: | ||
| Name: | ||
| Title: | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| DEUTSCHE BANK SECURITIES INC., as Amendment Arranger | ||
| By: | /s/ Scott Sartorius | |
| Name: Scott Sartorius | ||
| Title: Managing Director | ||
| By: | /s/ Christopher Blum | |
| Name: Christopher Blum | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| DEUTSCHE BANK TRUST COMPANY AMERICAS (for purposes of Section 1(h) of this Amendment) | ||
| By: | /s/ Valerie Shapiro | |
| Name: Valerie Shapiro | ||
| Title: Director | ||
| By: | /s/ Marcus M. Tarkington | |
| Name: Marcus M. Tarkington | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | ||
| BY: | ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER | |
| BY: | ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| Credit Suisse AG, Cayman Islands Branch | ||
| By: | /s/ Christopher Reo Day | |
| Name: Christopher Reo Day | ||
| Title: Vice President | ||
| By: | /s/ Tyler R. Smith | |
| Name: Tyler R. Smith | ||
| Title: Associate | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Frank Byrne | |
| Name: Frank Byrne | ||
| Title: Vice President | ||
| By: | ||
| Name: | ||
| Title: | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| Deutsche Bank AG New York Branch | ||
| By: | DB Services New Jersey, Inc. | |
| By: | /s/ Angeline Quintana | |
| Name: Angeline Quintana | ||
| Title: Assistant Vice President | ||
| By: | /s/ Deirdre Cesarió | |
| Name: Deirdre Cesarió | ||
| Title: Assistant Vice President | ||
| *Term Loan Lender | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ John G. Kowalczuk | |
| Name: John G. Kowalczuk | ||
| Title: Executive Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| UBS LOAN FINANCE LLC | ||||
| By: | /s/ Irja R. Otsa | |||
| Name: Irja R. Otsa | ||||
| Title: Associate Director | ||||
| By: | /s/ Joselin Fernandes | |||
| Name: Joselin Fernandes | ||||
| Title: Associate Director | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||||
| AIMCO CLO, SERIES 2005-A | ||||
| By: | /s/ Marvin L. Lutz, III | |||
| Name: Marvin L. Lutz, III | ||||
| Title: Authorized Signatory | ||||
| By: | /s/ Mark Cloghessy | |||
| Name: Mark Cloghessy | ||||
| Title: Authorized Signatory | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARlOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
AIMCO CLO, SERIES 2006-A | ||||
| By: | /s/ Marvin L. Lutz, III | |||
| Name: Marvin L. Lutz, III | ||||
| Title: Authorized Signatory | ||||
| By: | /s/ Mark Cloghessy | |||
| Name: Mark Cloghessy | ||||
| Title: Authorized Signatory | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| AIRLIE CLO 2006-II LTD | ||
| By: | /s/ Seth Cameron | |
| Name: Seth Cameron | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
ALLSTATE INSURANCE COMPANY | ||
| By: | /s/ Marvin L. Lutz, III | |
| Name: Marvin L. Lutz, III | ||
| Title: Authorized Signatory | ||
| By: | /s/ Mark Cloghessy | |
| Name: Mark Cloghessy | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| ALLSTATE LIFE INSURANCE COMPANY | ||||
| By: | /s/ Marvin L. Lutz, III | |||
| Name: Marvin L. Lutz, III | ||||
| Title: Authorized Signatory | ||||
| By: | /s/ Mark Cloghessy | |||
| Name: Mark Cloghessy | ||||
| Title: Authorized Signatory | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD. | ||||||
| BY: ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER | ||||||
| BY: ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER | ||||||
| By: | /s/ Americo Cascella | |||||
| Name: Americo Cascella | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD. | ||||||
| BY: ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER | ||||||
| BY: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER | ||||||
| By: | /s/ Americo Cascella | |||||
| Name: Americo Cascella | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| ARES ENHANCED LOAN INVESTMENT STRATEGY IR, LTD. | ||||||
| BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., ITS PORTFOLIO MANAGER | ||||||
| BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER | ||||||
| By: | /s/ Americo Cascella | |||||
| Name: Americo Cascella | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||||
| ARES IIIR/IVR CLO LTD. | ||||
| BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER | ||||
| BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER | ||||
| By: | /s/ Americo Cascella | |||
| Name: Americo Cascella | ||||
| Title: Authorized Signatory | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
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| ARES INSTITUTIONAL LOAN FUND B.V. | ||||||
| BY: ARES MANAGEMENT LIMITED, AS MANAGER | ||||||
| By: | /s/ John Leupp | |||||
| Name: John Leupp | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||||||
| Ares NF CLO XIV Ltd | ||||||
| BY: Ares NF CLO XIV Management, L.P., its collateral manager | ||||||
| BY: Ares NF CLO XIV Management | ||||||
| By: | /s/ Americo Cascella | |||||
| Name: Americo Cascella | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||||
| Ares NF CLO XV Ltd | ||||
| BY: Ares NF CLO XV Management, L.P., its collateral manager | ||||
| BY: Ares NF CLO XV Management LLC, its general partner | ||||
| By: | /s/ Americo Cascella | |||
| Name: Americo Cascella | ||||
| Title: Authorized Signatory | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||||||
| ARES SENIOR LOAN TRUST | ||||||
| BY: ARES SENlOR LOAN TRUST MANAGEMENT, L.P., ITS INVESTMENT MANAGER | ||||||
| BY: ARES SENIOR LOAN TRUST MANAGEMENT, LLC, ITS GENERAL PARTNER | ||||||
| By: | /s/ Americo Cascella | |||||
| Name: Americo Cascella | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||||||
| ARES SPC HOLDINGS, L.P. | ||||||
| BY: ARES SPC HOLDINGS GP LLC, GENERAL PARTNER | ||||||
| By: | /s/ Americo Cascella | |||||
| Name: Americo Cascella | ||||||
| Title: Authorized Signatory | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||
| ARES VIR CLO LTD. | ||
| By: | ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER | |
| By: | ARES CLO GP VIR, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||
| ARES VR CLO LTD. | ||
| By: | ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER | |
| By: | ARES CLO GP VR, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||
| ARES X CLO LTD. | ||
| By: | ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER | |
| By: | ARES CLO GP X, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARES XI CLO LTD. | ||
| By: | ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER | |
| By: | ARES CLO GP XI, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARES XII CLO LTD. | ||
| By: | ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER | |
| By: | ARES CLO GP XII, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARES XVI CLO LTD. | ||
| By: | ARES CLO MANAGEMENT XVI, L.P., ITS ASSET MANAGER | |
| By: | ARES CLO GP XVI, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARES XXI CLO LTD. | ||
| By: | ARES CLO MANAGEMENT XXI, L.P., ITS INVESTMENT MANAGER | |
| By: | ARES CLO GP XXI, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARES XXIII CLO LTD. | ||
| By: | ARES CLO MANAGEMENT XXIII, LP., ITS ASSET MANAGER | |
| By: | ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARES XXIV CLO LTD. | ||
| By: | ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER | |
| By: | ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ARROWOOD INDEMNITY COMPANY | ||
| By: | Invesco Senior Secured Management, Inc. | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Arrowood Indemnity Company, as administrator of The Pension Plan of Arrowood Indemnity Company | ||
| By: | Invesco Senior Secured Management, Inc. | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
ASF1 Loan Funding LLC | ||
| By: | Citibank N.A. | |
| By: | /s/ Lynette Thompson | |
| Name: Lynette Thompson | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
AVALON CAPITAL LTD. 3 | ||
| By: | INVESCO Senior Secured Management, Inc. | |
| As Asset Manager | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
|
Baker Street Funding CLO 2005-1 Ltd. | ||
| By: | Seix Investment Advisors LLC, as Collateral Manager
| |
| Baptist Health South Florida, Inc. | ||
| By: | Seix Investment Advisors LLC, as Advisor | |
| Blue Cross of Idaho Health Service, Inc. | ||
| By: | Seix Investment Advisors LLC, as Investment Manager | |
| Mountain View Funding CLO 2006-I, Ltd. | ||
| By: | Seix Investment Advisors LLC, as Collateral Manager | |
| Mountain View CLO II Ltd. | ||
| By: | Seix Investment Advisors LLC, as Collateral Manager | |
| Mountain View CLO III Ltd. | ||
| By: | Seix Investment Advisors LLC, as Collateral Manager | |
| Ridge Worth Funds – Seix Floating Rate High Income Fund | ||
| By: | Seix Investment Advisors LLC, as Subadviser | |
| RidgeWorth Funds – Total Return Bond Fund | ||
| By: | Seix Investment Advisors LLC, as Subadviser | |
| Rochdale Fixed Income Opportunities Portfolio | ||
| By: | Seix Investment Advisors LLC, as Subadviser | |
| Seix Multi-Sector Absolute Return Fund L.P. | ||
| By | Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner | |
| By: | Seix Investment Advisors LLC, its sole member
as Lenders | |
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
Bank of America, N.A, | ||
| By: | /s/ Meredith R. Smith | |
| Name: Meredith R. Smith | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
BELHURST CLO LTD. | ||
| By: | Invesco Senior Secured Management, Inc. | |
| As Collateral Manager | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
BlackRock Senior High Income Fund, Inc.
Allied World Assurance Company, Ltd
JPMBI re Blackrock BankLoan Fund
BlackRock Floating Rate Income Trust
BlackRock Strategic Bond Trust
BlackRock Defined Opportunity Credit Trust
BlackRock High Yield Trust
BlackRock Limited Duration Income Trust
BMI-CLO-I
BlackRock Funds II BlackRock Floating Rate Income Portfolio
BlackRock Funds II -BlackRock High Yield Bond Portfolio
BlackRock Funds II, BlackRock Multi-Asset Income Portfolio
BlackRock Secured Credit Portfolio of BlackRock Funds II
BlackRock Senior Income Series II
BlackRock Senior Income Series IV
BlackRock Senior Income Series V Limited
BlackRock High Yield Portfolio of BlackRock Series Fund, Inc.
BlackRock High Income V.I. Fund of BlackRock Variable Series Funds, Inc.
California State Teachers’ Retirement System
BlackRock Corporate High Yield Fund, Inc.
Global High Yield Bond Fund, a series of DSBI – Global Investment Trust
BlackRock Debt Strategies Fund, Inc.
Employees’ Retirement Fund of the City of Dallas
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Global Investment Series: Income Strategies Portfolio
BlackRock High Income Shares
Alterra Bermuda Limited
BlackRock Corporate High Yield Fund VI, Inc.
BlackRock Corporate High Yield Fund V, Inc.
Ironshore Inc.
Magnetite VI, Limited
MET Investors Series Trust – BlackRock High Yield Portfolio
Navy Exchange Service Command Retirement Trust
The PNC Financial Services Group, Inc.
PPL Sercies Corporation Retirement Master Trust
Advanced Series Trust – AST BlackRock Global Strategies Portfolio
BlackRock Senior Floating Rate Portfolio
SCOR Global Life Americas Reinsurance Company
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| By: | /s/ C. Adrian Marshall | |
| Name: C. Adrian Marshall | ||
| Title: Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| BLT 40 LLC | ||
| By: | /s/ Robert Healey | |
| Name: Robert Healey | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| BOC PENSION INVESTMENT FUND | ||
| By: | Invesco Senior Secured Management, Inc. as | |
| Attorney in Fact | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
BRYCE FUNDING | ||
| By: | /s/ Richard Taylor | |
| Name: Richard Taylor | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
CANNINGTON FUNDING LTD. | ||
| By: | Silvermine Capital Management LLC | |
| As Investment Manager
| ||
| By: | /s/ Pallo Blume-Tucker | |
| Name: Pallo Blume-Tucker | ||
| Title: Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
CAVALRY CLO I, Ltd. | ||
| By: | Regiment Capital Management, LLC, | |
| its Investment Adviser
| ||
| By: | /s/ Mark A. Brostowski | |
| Name: Mark A. Brostowski | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
Cent CDO 10 Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager
| |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
Cent CDO 12 Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager
| |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Cent CDO 14 Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager | |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Cent CDO 15 Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager | |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Cent CDO XI Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager | |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Cent CDO 16, L.P. | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager | |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Director Business Operations | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Centurion CDO 8 Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager | |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Centurion CDO 9 Limited | ||
| By: | Columbia Management Investment Advisers, LLC As Collateral Manager | |
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| CIFC Funding 2006-I, Ltd. CIFC Funding 2006-IB, Ltd. CIFC Funding 2007-III, Ltd. CIFC Funding 2007-IV, Ltd. | ||
| By: | CIFC Asset Management LLC, its Collateral Manager | |
| By: | /s/ Stephen J. Vaccaro | |
| Name: Stephen J. Vaccaro | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| COBBLE HILL FUNDING | ||
| By: | /s/ Richard Taylor | |
| Name: Richard Taylor | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II | ||
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Columbia Funds Variable Series Trust II – Variable Portfolio – Eaton Vance Floating – Rate Income Fund | ||
| By: | Eaton Vance Management as Investment Sub-Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I | ||
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Columbia Variable Portfolio – Strategic Income Fund, series of Columbia Funds Variable Insurance Trust | ||
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| COMMUNITY INSURANCE COMPANY | ||
| By: | ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER | |
| By: | ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER | |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
COMSTOCK FUNDING LTD. | ||
| By: | Silvermine Capital Management LLC | |
| As Collateral Manager
| ||
| By: | /s/ Pallo Blum-Tucker | |
| Name: Pallo Blum-Tucker | ||
| Title: Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
CONFLUENT 2 LIMITED | ||
| By: | ARES PRIVATE ACCOUNT MANAGEMENT I, AS SUB-MANAGER
| |
| By: | ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS GENERAL PARTNER
| |
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
Confluent 3 Limited | ||
| By: | Invesco Senior Secured Management, Inc. | |
| As Investment Manager
| ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
CONFLUENT 4 LIMITED, As Lender | ||
| By: | Loomis, Sayles & Company, L.P. | |
| As Sub-Manager
| ||
| By: | Loomis, Sayles & Company, Incorporated | |
| Its General Partner | ||
| By: | /s/ Mary McCarthy | |
| Name: Mary McCarthy | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
CREDIT SUISSE LOAN FUNDING LLC | ||
| By: | /s/ Robert Healey | |
| Name: Robert Healey | ||
| Title: Authorized Signatory
| ||
| By: | /s/ Michael Wotanowski | |
| Name: Michael Wotanowski | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
DAVIDSON RIVER TRADING, LLC
| ||
| By: | SunTrust Bank, its Manager
| |
| By: | /s/ Douglas Weltz | |
| Name: Douglas Weltz | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
DENALI CAPITAL CLO IV, LTD. | ||
| By: | Denali Capital LLC, managing member of | |
| DC Funding Partners LLC, portfolio manager | ||
| By: | /s/ Nicole Kouba | |
| Name: Nicole Kouba | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
DENALI CAPITAL CLO V, LTD. | ||
| By: | Denali Capital LLC, managing member of | |
| DC Funding Partners LLC, portfolio manager | ||
| By: | /s/ Nicole Kouba | |
| Name: Nicole Kouba | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
DENALI CAPITAL CLO VI, LTD. | ||
| By: | Denali Capital LLC, managing member of | |
| DC Funding Partners LLC, collateral manager | ||
| By: | /s/ Nicole Kouba | |
| Name: Nicole Kouba | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
DENALI CAPITAL CLO VII, LTD. | ||
| By: | Denali Capital LLC, managing member of | |
| DC Funding Partners LLC, collateral manager | ||
| By: | /s/ Nicole Kouba | |
| Name: Nicole Kouba | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Deutsche Bank AG New York Branch | ||
| By: | /s/ Valerie Shapiro | |
| Name: Valerie Shapiro | ||
| Title: Director | ||
| By: | /s/ Michael Getz | |
| Name: Michael Getz | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| DIVERSIFIED CREDIT PORTFOLIO LTD. | ||
| By: | INVESCO Senior Secured Management, Inc. as Investment Adviser | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Oppenheimer Global Strategic Income Fund | ||
| By: | /s/ Jason Reuter | |
| Name: Jason Reuter | ||
| Title: AVP | ||
| Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc. | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| West CLO 2012-1 Ltd. | ||
| By: | /s/ Joanna Willars | |
| Name: Joanna Willars | ||
| Title: VP, Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Draco Dollar Funding Limited | ||
| By: | /s/ Sinisa Krnic | |
| Name: Sinisa Krnic | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| DUANE STREET CLO I, LTD. | ||
| By: | Citigroup Alternative Investments LLC, As Collateral Manager | |
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| DUANE STREET CLO III, LTD. | ||
| By: | Citigroup Alternative Investments LLC, As Collateral Manager | |
| By: | /s/ Roger Yee | |
| Name: Roger Yee | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| DUANE STREET CLO IV, LTD. | ||
| By: | Citigroup Alternative Investments LLC, As Collateral Manager | |
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance CDO IX Ltd. | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance CDO VII PLC | ||
| By: | Eaton Vance Management as Interim Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance CDO VIII, Ltd. | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance CDO X, PLC | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance Floating-Rate Income Trust | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance Institutional Senior Loan Fund | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance Limited Duration Income Fund | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance Simeon Floating-Rate Trust | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance Senior Income Trust | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance Short Duration Diversified Income Fund | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Eaton Vance VT Floating-Rate Income Fund | ||
| By: | Eaton Vance Management As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ECP CLO 2008-1, LTD | ||
| By: | Silvermine Capital Management LLC | |
| As Portfolio Manager | ||
| By: | /s/ Pallo Blum-Tucker | |
| Name: Pallo Blum-Tucker | ||
| Title: Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ECP CLO 2012-3, LTD | ||
| By: | Silvermine Capital Management | |
| By: | /s/ Pallo Blum-Tucker | |
| Name: Pallo Blum-Tucker | ||
| Title: Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ECP CLO 2012-4, LTD | ||
| By: | Silvermine Capital Management | |
| By: | /s/ Pallo Blum-Tucker | |
| Name: Pallo Blum-Tucker | ||
| Title: Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| First Trust Senior Floating Rate Income Fund II | ||
| By: | First Trust Advisors L.P., | |
| its investment manager | ||
| By: | /s/ William Housey | |
| Name: William Housey | ||
| Title: Senior Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GANNETT PEAK CLO I, LTD. | ||
| By: | THL Credit Senior Loan Strategies LLC, | |
| as Manager | ||
| By: | /s/ Kathleen A. Zarn | |
| Name: Kathleen A. Zarn | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Global Leveraged Capital Credit Opportunity Fund I | ||
| By: | Global Leveraged Capital Management, LLC | |
| as Collateral Manager | ||
| By: | /s/ Christian Giordano | |
| Name: Christian Giordano | ||
| Title: Principal | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GLOBAL LOAN OPPORTUNITY FUND B.V. | ||
| By: | ARES MANAGEMENT LIMITED, | |
| ITS PORTFOLIO MANAGER | ||
| By: | /s/ Americo Cascella | |
| Name: Americo Cascella | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Golden Knight II CLO, Ltd. | ||
| By: | /s/ Christopher Towle | |
| Name: Christopher Towle | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GoldenTree Loan Opportunities III, Limited | ||
| By: | GoldenTree Asset Management, LP | |
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GoldenTree Loan Opportunities IV, Limited | ||
| By: | GoldenTree Asset Management, LP | |
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GoldenTree Loan Opportunities V, Limited | ||
| By: | GoldenTree Asset Management, LP | |
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GoldenTree Loan Opportunities VI, Limited | ||
| By: | GoldenTree Asset Management, LP | |
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Goldman Sachs Lending Partners LLC | ||
| By: | /s/ Michelle Latzoni | |
| Name: Michelle Latzoni | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GRAYSON & CO. | ||
| By: | Boston Management and Research As Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GREENS CREEK FUNDING LTD. | ||
| By: | Silvermine Capital Management LLC As Investment Manager | |
| By: | /s/ Pallo Blum-Tucker | |
| Name: Pallo Blum-Tucker | ||
| Title: Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| GREYROCK CDO LTD. | ||
| By: | Aladdin Capital Management LLC, as Lender | |
| By: | /s/ James Bragg | |
| Name: James Bragg | ||
| Title: Designated Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Gulf Stream – Compass CLO 2005-I, Ltd. | ||
| By: | Gulf Stream Asset Management LLC As Collateral Manager | |
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Gulf Stream – Compass CLO 2005-II, Ltd. | ||
| By: | Gulf Stream Asset Management LLC As Collateral Manager | |
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Gulf Stream – Compass CLO 2007, Ltd. | ||
| By: | Gulf Stream Asset Management LLC As Collateral Manager | |
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Gulf Stream – Rashinban CLO 2006-I, Ltd. | ||
| By: | Gulf Stream Asset Management LLC As Collateral Manager | |
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Gulf Stream – Sextant CLO 2006-1, Ltd. | ||
| By: | Gulf Stream Asset Management LLC As Collateral Manager | |
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Gulf Stream – Sextant CLO 2007-1, Ltd. | ||
| By: | Gulf Stream Asset Management LLC As Collateral Manager | |
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| The Hartford Floating Rate Fund, as Lender | ||
| By: | Wellington Management Company, LLP | |
| as its Investment Adviser | ||
| By: | /s/ Steven M. Hoffman | |
| Name: Steven M. Hoffman | ||
| Title: Vice President and Counsel | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| The Hartford Floating Rate High Income Fund, as Lender | ||
| By: | Wellington Management Company, LLP | |
| as its Investment Adviser | ||
| By: | /s/ Steven M. Hoffman | |
| Name: Steven M. Hoffman | ||
| Title: Vice President and Counsel | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| HOLSTON RIVER TRADING, LLC | ||
| By: | SunTrust Bank, its Manager | |
| By: | /s/ Douglas Weltz | |
| Name: Douglas Weltz | ||
| Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| HUDSON CANYON FUNDING II, LTD | ||
| By: | INVESCO Senior Secured Management, Inc. | |
| As Collateral Manager & Attorney-In-Fact | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ING Investment Trust Co. Plan for Employee Benefit Investment Funds – Senior Loan Fund | ||
| By: | ING Investment Trust Co. as its trustee | |
| ING (L) Flex – Senior Loans | ||
| By: | ING Investment Management Co. LLC, as its investment manager | |
| ING Prime Rate Trust | ||
| By: | ING Investment Management Co. LLC, as its investment manager | |
| ING Senior Income Fund | ||
| By: | ING Investment Management Co. LLC, as its investment manager | |
| ING Floating Rate Fund | ||
| By: | ING Investment Management Co. LLC, as its investment manager | |
| ING Investment Management CLO I, LTD. | ||
| By: | ING Investment Management Co. LLC, as its investment manager | |
| ING Investment Management CLO II, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
| ING Investment Management CLO III, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| ING Investment Management CLO IV, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
| ING IM CLO 2011-1, Ltd. | ||
| By: | ING Alternative Asset Management LLC, as its portfolio manager | |
| Phoenix CLO I, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
| Phoenix CLO II, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
| Phoenix CLO III, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
| ING IM CLO 2012-1, Ltd. | ||
| By: | ING Alternative Asset Management LLC, as its portfolio manager | |
| ING IM CLO 2012-2, LTD. | ||
| By: | ING Alternative Asset Management LLC, as its investment manager | |
| By: | /s/ Josh Mahon | |
| Name: Josh Mahon | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Invesco Floating Rate Fund | ||
| By: | INVESCO Senior Secured Management, Inc. | |
| As Sub-Adviser | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Invesco Van Kampen Dynamic Credit Opportunities Fund | ||
| By: | Invesco Senior Secured Management, Inc. | |
| As Sub-Adviser | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Invesco Van Kampen Senior Income Trust | ||
| By: | Invesco Senior Secured Management, Inc. | |
| As Sub-Adviser | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Invesco Van Kampen Senior Loan Fund | ||
| By: | Invesco Senior Secured Management, Inc. | |
| as Sub-Adviser | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Invesco Zodiac Funds – Invesco US Senior Loan Fund | ||
| By: | Invesco Management SA | |
| As Investment Manager | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Jefferies Leveraged Credit Products, LLC | ||
| By: | /s/ Paul J. Loomis | |
| Name: Paul J. Loomis | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust | ||
| By: | PPM America, Inc. as sub-adviser | |
| By: | /s/ Chris Kappas | |
| Name: Chris Kappas | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LANDMARK IV CDO LIMITED | ||
| By: | Aladdin Capital Management LLC, as Lender | |
| By: | /s/ James Bragg | |
| Name: James Bragg | ||
| Title: Designated Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LANDMARK IX CDO LTD | ||
| By: | Aladdin Capital Management LLC, as Lender | |
| By: | /s/ James Bragg | |
| Name: James Bragg | ||
| Title: Designated Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LANDMARK V CDO LIMITED | ||
| By: | Aladdin Capital Management LLC, as Lender | |
| By: | /s/ James Bragg | |
| Name: James Bragg | ||
| Title: Designated Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LANDMARK VII CDO LTD | ||
| By: | Aladdin Capital Management LLC, as Lender | |
| By: | /s/ James Bragg | |
| Name: James Bragg | ||
| Title: Designated Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LANDMARK VIII CLO LTD | ||
| By: | Aladdin Capital Management LLC, as Lender | |
| By: | /s/ James Bragg | |
| Name: James Bragg | ||
| Title: Designated Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LIMEROCK CLO I | ||
| By: | INVESCO Senior Secured Management, Inc. As Investment Manager | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| LOOMIS SAYLES CLO I, LTD. As Lender | ||
| By: | Loomis Sayles & Company, L.P., Its Collateral Manager | |
| By: | Loomis Sayles & Company, Incorporated, Its General Manager | |
| By: | /s/ Mary McCarthy | |
| Name: Mary McCarthy | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Lord Abbett Bond Debenture Fund, Inc. | ||
| By: | /s/ Christopher Towle | |
| Name: Christopher Towle | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Lord Abbett Investment Trust – Lord Abbett Floating Rate Fund | ||
| By: | /s/ Christopher Towle | |
| Name: Christopher Towle | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Lord Abbett Series Fund, Inc. – Bond Debenture Portfolio | ||
| By: | /s/ Christopher Towle | |
| Name: Christopher Towle | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| MAGNOLIA FUNDING | ||
| By: | /s/ Richard Taylor | |
| Name: Richard Taylor | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| MET INVESTORS SERIES TRUST MET/EATON VANCE FLOATING RATE PORTFOLIO BY EATON VANCE MANAGEMENT AS INVESTMENT SUB-ADVISOR | ||
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Morgan Stanley Investment Management Croton, Ltd. | ||
| By: | Invesco Senior Secured Management, Inc. As Collateral Manager | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| MOSELLE CLO S.A. | ||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| MSIM Peconic Bay, Ltd. | ||
| By: | Invesco Senior Secured Management, Inc. As Collateral Manager | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| NACM CLO I | ||
| By: | /s/ Joanna Willars | |
| Name: Joanna Willars | ||
| Title: VP, Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| NAUTIQUE FUNDING LTD. | ||
| By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| NCRAM Loan Trust | ||
| By: | /s/ Steven Rosenthal | |
| Name: Steven Rosenthal | ||
| Title: Executive Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Neptune Finance CCS, Ltd. | ||
| By: | Gulf Stream Asset Management LLC | |
| As Collateral Manager | ||
| By: | /s/ Joe Moroney | |
| Name: Joe Moroney | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Nob Hill CLO, Ltd | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Nomura Bond & Loan Fund | ||
| By: | /s/ Steven Rosenthal | |
| Name: Steven Rosenthal | ||
| Title: Executive Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| OCEAN TRAILS CLO I | ||
| By: | West Gate Horizons Advisors LLC, | |
| as Investment Manager | ||
| By: | /s/ Bradley Bryan | |
| Name: Bradley Bryan | ||
| Title: Senior Credit Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| OCEAN TRAILS CLO II | ||
| By: | West Gate Horizons Advisors LLC, as Investment Manager | |
| By: | /s/ Bradley Bryan | |
| Name: Bradley Bryan | ||
| Title: Senior Credit Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
| ||
| OCTAGON INVESTMENT PARTNERS VII, LTD. | ||
| By: | Octagon Credit Investors, LLC as Collateral Manager | |
| OCTAGON INVESTMENT PARTNERS VIII, LTD. | ||
| By: | Octagon Credit Investors, LLC as Collateral Manager | |
| OCTAGON INVESTMENT PARTNERS IX, LTD. | ||
| By: | Octagon Credit Investors, LLC as Manager | |
| OCTAGON INVESTMENT PARTNERS X, LTD. | ||
| By: | Octagon Credit Investors, LLC as Collateral Manager | |
| OCTAGON INVESTMENT PARTNERS XI, LTD. | ||
| By: | Octagon Credit Investors, LLC as Collateral Manager | |
| HAMLET II, LTD. | ||
| By: | Octagon Credit Investors, LLC as Collateral Manager | |
| OCTAGON INVESTMENT PARTNERS XII, LTD. | ||
| By: | Octagon Credit Investors, LLC as Portfolio Manager | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| US BANK N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity) | ||
| By: | Octagon Credit Investors, LLC | |
| as Portfolio Manager | ||
| By: | /s/ Margaret B. Harvey | |
| Name: Margaret B. Harvey | ||
| Title: Managing Director of Portfolio Administration | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| One Wall Street CLO II LTD | ||
| By: | Alcentra NY, LLC, | |
| as investment advisor | ||
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Oppenheimer Master Loan Fund, LLC | ||
| By: | /s/ Jason Reuter | |
| Name: Jason Reuter | ||
| Title: AVP | ||
| Brown Brothers Harriman & Co. acting as | ||
| Agent for OppenheimerFunds, Inc. | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Oppenheimer Global Allocation Fund | ||
| By: | /s/ Jason Reuter | |
| Name: Jason Reuter | ||
| Title: AVP | ||
| Brown Brothers Harriman & Co. acting as | ||
| Agent for OppenheimerFunds, Inc. | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Oppenheimer Senior Floating Rate Fund | ||
| By: | /s/ Jason Reuter | |
| Name: Jason Reuter | ||
| Title: AVP | ||
| Brown Brothers Harriman & Co. acting as | ||
| Agent for OppenheimerFunds, Inc. | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Oppenheimer Global Strategic/VA | ||
| By: | /s/ Jason Reuter | |
| Name: Jason Reuter | ||
| Title: AVP | ||
| Brown Brothers Harriman & Co. acting as | ||
| Agent for OppenheimerFunds, Inc. | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Pacific Select Fund Floating Rate Loan Portfolio | ||
| By: | Eaton Vance Management | |
| as Investment Sub-Advisor | ||
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Pacific Life Funds – PL Floating Rate Loan Fund | ||
| By: | Eaton Vance Management | |
| as Investment Sub-Advisor | ||
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Pacifica CDO III LTD | ||
| By: | Alcentra NY, LLC, | |
| as investment advisor | ||
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Pacifica CDO V LTD | ||
| By: | Alcentra NY, LLC, | |
| as investment adviser | ||
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Pacifica CDO VI LTD | ||
| By: | Alcentra NY, LLC, | |
| as investment adviser | ||
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Pioneer Absolute Return Credit Fund Pioneer Diversified High Income Trust Pioneer Bond Fund Met Investors Series Trust – Pioneer Strategic Income Portfolio Pioneer Floating Rate Fund Pioneer High Yield Fund Pioneer Global High Yield Fund Pioneer Institutional Solutions – Credit Opportunities Pioneer Floating Rate Trust Pioneer Strategic Income Fund | ||
| By: | Pioneer Investment Management, Inc. | |
| By: | /s/ Margaret C. Begley | |
| Name: Margaret C. Begley | ||
| Title: Secretary and Associate General Counsel | ||
| Metropolitan Water Reclamation District Retirement Fund White Mountain Sub-Acct 193 Fund Pioneer Institutional Core Plus Portfolio Montpelier Investments Holdings Ltd. Pioneer Core Plus Fixed Income Trust | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| By: | Pioneer Institutional Asset Management, Inc. | |
| By: | /s/ Margaret C. Begley | |
| Name: Margaret C. Begley | ||
| Title: Secretary and Associate General Counsel | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| PowerShares Senior Loan Portfolio | ||
| By: | Invesco Senior Secured Management, Inc. | |
| As Collateral Manager | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| PPM GRAYHAWK CLO, LTD. | ||
| By: | /s/ Chris Kappas | |
| Name: Chris Kappas | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| PPM Monarch Bay Funding LLC | ||
| By: | /s/ Stacy Lai | |
| Name: Stacy Lai | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Prospero CLO II B.V. | ||
| By: | Alcentra NY, LLC, as investment advisor | |
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| PUTNAM ABSOLUTE RETURN 300 FUND | ||
| By: | Putnam Investment Management, LLC | |
| By: | /s/ Kevin Parnell | |
| Name: Kevin Parnell | ||
| Title: Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| PUTNAM FLOATING RATE INCOME FUND | ||
| By: | /s/ Beth Mazor | |
| Name: Beth Mazor | ||
| Title: V.P. | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| QUALCOMM Global Trading Pte. Ltd. | ||
| By: | Invesco Senior Secured Management, Inc. | |
| as Investment Manager | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| REGATTA FUNDING LTD. | ||
| By: | Citi Alternative Investments LLC, attorney-in-fact | |
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| RiverSource Life Insurance Company | ||
| By: | /s/ Robin C. Stancil | |
| Name: Robin C. Stancil | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| ROSEDALE CLO LTD. | ||
| By: | Princeton Advisory Group, Inc. the Collateral Manager | |
| By: | /s/ Troy Isaksen | |
| Name: Troy Isaksen | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| THE ROYAL BANK OF SCOTLAND PLC | ||
| By: | RBS Securities Inc., | |
| its Agent | ||
| By: | /s/ Matthew S. Rosencrans | |
| Name: Matthew S. Rosencrans | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| SANDELMAN FINANCE 2006-2, LTD | ||
| By: | Mercer Park, LP | |
| As Collateral Manager | ||
| By: | /s/ Andrew C. Curtis | |
| Name: Andrew C. Curtis | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| SARATOGA CLO I, LIMITED | ||
| By: | INVESCO Senior Secured Management, Inc. | |
| As the Asset Manager | ||
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| SENIOR DEBT PORTFOLIO | ||
| By: | Boston Management and Research | |
| as Investment Advisor | ||
| By: | /s/ Michael B. Botthof | |
| Name: Michael B. Botthof | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND | ||
| By: | ARES MANAGEMENT LLC, | |
| as Portfolio Manager | ||
| By: | /s/ John Leupp | |
| Name: John Leupp | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND | ||
| By: | ARES MANAGEMENT LLC, | |
| AS PORTFOLIO MANAGER | ||
| By: | /s/ John Leupp | |
| Name: John Leupp | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Shackleton CLO I LTD | ||
| By: | Alcentra NY, LLC, | |
| as investment advisor | ||
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||||||||
| [NAME OF INSTITUTION] | ||||||||
| Silver Oak Capital, L.L.C., as nominee for AG MM, L.P.; AG Capital Recovery Partners VII, L.P.; AG Eleven Partners, L.P.; Nutmeg Partners, L.P.; AG Princess, LP; and AG Super Fund L.P. | ||||||||
| By: | /s/ Thomas M. Fuller | |||||||
| Name: Thomas M. Fuller | ||||||||
| Title: Authorized Signature | ||||||||
| AG CENTRE STREET PARTNERSHIP, L.P. | ||||||||
| By: | AG Centre Street GP LLC General Partner | |||||||
| By: Angelo, Gordon & Co., L.P. Manager | ||||||||
| By: | /s/ Thomas M. Fuller | |||||||
| Name: Thomas M. Fuller | ||||||||
| Title: Authorized Signature | ||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| AG SUPER FUND INTERNATIONAL LTD. | ||||||
| By: | Angelo, Gordon Management LLC, Director | |||||
| By: | Angelo, Gordon & Co., L.P., Managing Member | |||||
| By: | /s/ Thomas M. Fuller | |||||
| Name: Thomas M. Fuller | ||||||
| Title: Authorized Signature | ||||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Spring Road CLO 2007-1, LTD. | ||
| By: | Denali Capital LLC, managing member of | |
| DC Funding Partners, LLC, | ||
| Collateral Manager | ||
| By: | /s/ Nicole Kouba | |
| Name: Nicole Kouba | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| STICHTING DEPOSITARY APG FIXED INCOME CREDITS POOL, as a Lender | ||
| By: | apg Asset Management US Inc. | |
| By: | /s/ Michael J. Leiva | |
| Name: Michael J. Leiva | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| SUPERANNUATION FUNDS MANAGEMENBT CORPORATION OF SOUTHERN AUSTRALIA | ||
| By: | ARES HIGH YIELD STRATEGIES FUND IV MANAGEMENT, L.P., | |
| ITS INVESTMENT MANAGER | ||
| By: | ARES HIGH YIELD STRATEGIES FUND IV G.P., LLC, | |
| ITS GENERAL PARTNER | ||
| By: | /s/ John Leupp | |
| Name: John Leupp | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Swiss Capital Pro Loan III Plc | ||
| By: | GoldenTree Asset Management, LP | |
| By: | /s/ Karen Weber | |
| Name: Karen Weber | ||
| Title: Director – Bank Debt | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| TRIMARAN CLO IV LTD. | ||
| By: | Trimaran Advisors, L.L.C. | |
| By: | /s/ Dominick Mazzitelli | |
| Name: Dominick Mazzitelli | ||
| Title: President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| TRIMARAN CLO V LTD. | ||
| By: | Trimaran Advisors, L.L.C. | |
| By: | /s/ Dominick Mazzitelli | |
| Name: Dominick Mazzitelli | ||
| Title: President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| TRIMARAN CLO VI LTD. | ||
| By: | Trimaran Advisors, L.L.C. | |
| By: | /s/ Dominick Mazzitelli | |
| Name: Dominick Mazzitelli Title: President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| TRIMARAN CLO VII LTD. | ||
| By: | Trimaran Advisors, L.L.C. | |
| By: | /s/ Dominick Mazzitelli | |
| Name: Dominick Mazzitelli Title: President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| UBS AG, STAMFORD BRANCH | ||
| By: | /s/ Irja R. Otsa | |
| Name: Irja R. Otsa Title: Associate Director | ||
| By: | /s/ Lana Gifas | |
| Name: Lana Gifas Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARlOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| The University of Chicago | ||
| By: | GoldenTree Asset Management, LP | |
| By: | /s/ Karen Weber | |
| Name: Karen Weber Title: Director – Bank Debt | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| VALHOLL, LTD. | ||
| By: | Regiment Capital Management, LLC as its Investment Advisor | |
| By: | /s/ Mark A. Brostowski | |
| Mark A. Brostowski Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| VECTOR TRADING (CAYMAN), L.P. | ||
| By its general partner | ||
| VCP CREDIT, L.L.C. | ||
| By: | /s/ David Baylor | |
| Name: David Baylor Title: Chief Operating Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Vela Dollar Funding Limited | ||
| By: | /s/ Sinisa Krnic | |
| Name: Sinisa Krnic Title: Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Venture IX CDO, Limited | ||
| By: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Atha Baugh | |
| Name: Atha Baugh Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Venture V CDO, Limited | ||
| By: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Atha Baugh | |
| Name: Atha Baugh Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Venture VI CDO, Limited | ||
| By: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Atha Baugh | |
| Name: Atha Baugh Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Venture VII CDO, Limited | ||
| By: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Atha Baugh | |
| Name: Atha Baugh Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Venture VIII CDO, Limited | ||
| By: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Atha Baugh | |
| Name: Atha Baugh Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Venture X CDO, Limited | ||
| By: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Atha Baugh | |
| Name: Atha Baugh Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Veritas CLO II, LTD | ||
| By: | Alcentra NY, LLC, as investment advisor | |
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WASATCH CLO LTD | ||
| By: | INVESCO Senior Secured Management, Inc., As Portfolio Manager | |
| By: | /s/ Thomas Ewald | |
| Name: Thomas Ewald Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Westbrook CLO, Ltd. | ||
| By: | Shenkman Capital Management, Inc., | |
| as Investment Manager | ||
| By: | /s/ Richard H. Weinstein | |
| Name: Richard H. Weinstein | ||
| Title: Chief Operating Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Westbrook CLO I LTD | ||
| By: | Alcentra NY, LLC, as investment advisor | |
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Westbrook CDO II LTD | ||
| By: | Alcentra NY, LLC, as investment advisor | |
| By: | /s/ Daymian Campbell | |
| Name: Daymian Campbell | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WG HORIZONS CLO I | ||
| By: | West Gate Horizons Advisors LLC, | |
| as Investment Manager | ||
| By: | /s/ Bradley Bryan | |
| Name: Bradley Bryan | ||
| Title: Senior Credit Analyst | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WhiteHorse II, Ltd. | ||
| By: | WhiteHorse Capital Partners, LP | |
| as collateral manager | ||
| By: | WhiteHorse Asset Advisor, LLC, its GP | |
| By: | /s/ Ethan M. Underwood, CFA | |
| Name: Ethan M. Underwood, CFA | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WhiteHorse III, Ltd. | ||
| By: | WhiteHorse Capital Partners, LP | |
| as collateral manager | ||
| By: | WhiteRock Asset Advisor, LLC, its GP | |
| By: | /s/ Ethan M. Underwood, CFA | |
| Name: Ethan M. Underwood, CFA | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WhiteHorse IV, Ltd. | ||
| By: | WhiteHorse Capital Partners, LP | |
| as collateral manager | ||
| By: | WhiteRock Asset Advisor, LLC, its GP | |
| By: | /s/ Ethan M. Underwood, CFA | |
| Name: Ethan M. Underwood, CFA | ||
| Title: Portfolio Manager | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WIND RIVER CLO I LTD. | ||
| By: | THL Credit Senior Loan Strategies LLC, | |
| as Manager | ||
| By: | /s/ Kathleen A. Zarn | |
| Name: Kathleen A. Zarn | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| WIND RIVER CLO II – TATE INVESTORS, LTD. | ||
| By: | THL Credit Senior Loan Strategies LLC, | |
| as Manager | ||
| By: | /s/ Kathleen A. Zarn | |
| Name: Kathleen A. Zarn | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| XL RE Ltd. | ||
| By: | Regiment Capital Management, LLC | |
| as its Investment Advisor | ||
| By: | /s/ Mark A. Brostowski | |
| Name: Mark A. Brostowski | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
| SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC. | ||
| Zeus Trading LLC | ||
| By: | /s/ Stacy Lai | |
| Name: Stacy Lai | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
CONSENT
Dated as of November 20, 2012
Reference is made to (a) Amendment No, 1 to the Amended and Restated Credit Agreement, dated as of November 20, 2012 (the “Amendment”; capitalized terms not otherwise defined herein being used herein as defined in the Amendment and in the Credit Agreement referred to below), (b) the Amended and Restated Credit Agreement, dated as of April 9, 2010, among Affinion Group Holdings, Inc., Affinion Group, Inc., as the Borrower, Bank of America, N.A., as administrative agent for the Lenders, and the Lenders and Agents referred to therein (the “Credit Agreement”), and (c) the other Loan Documents referred to therein.
The undersigned, as parties to one or more of the Loan Documents, each hereby consents to the execution, delivery and the performance of the Amendment and agrees that each of the Loan Documents to which it is a party is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment No. 1 Effective Date, except that, on and after the Amendment No. 1 Effective Date, each reference to “the Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by the Amendment.
This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signature pages follow]
Amendment No. 1 to the Affinion Credit Agreement
AFFINION BENEFITS GROUP, LLC
AFFINION BRAZIL HOLDINGS I, LLC
AFFINION BRAZIL HOLDINGS II, LLC
AFFINON DATA SERVICES, INC.
AFFINION GROUP, LLC
AFFINION LOYALTY, LLC
AFFINION LOYALTY ACQUISITION, LLC
AFFINION LOYALTY GROUP, INC.
AFFINION PUBLISHING, LLC
BREAKFIVE, LLC
CARDWELL AGENCY, INC.
CCAA, CORPORATION
CONNEXIONS LOYALTY TRAVEL SOLUTIONS LLC
GLOBAL PROTECTION SOLUTIONS, LLC
INTERNATIONAL TRAVEL FULFILLMENT LLC
LIFT MEDIA, LLC
LONG TERM PREFERRED CARE, INC.
LOYALTY TRAVEL AGENCY LLC
PROSPECTIV DIRECT, INC.
TRAVELERS ADVANTAGE SERVICES, INC.
TRILEGIANT AUTO SERVICES, INC.
TRILEGIANT CORPORATION
TRILEGIANT INSURANCE SERVICES, INC.
TRILEGIANT RETAIL SERVICES, INC.
WATCHGUARD REGISTRATION SERVICES, INC.
WEBLOYALTY HOLDINGS, INC.
WEBLOYALTY.COM, INC.
| By: | /s/ Todd Siegel | |||
| Name: Todd Siegel | ||||
| Title: EVP | ||||
| CUC ASIA HOLDINGS, by its partners | ||||
| By: Trilegiant Retail Services, Inc. By: Trilegiant Corporation | ||||
| By: | /s/ Todd Siegel | |||
| Name: Todd Siegel Title: EVP | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT]
