relating to other Loan Documents shall apply
hereto and thereto.
(c)
Counterparts. This Fifth Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of this Fifth Amendment by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart hereof.
(d)
ENTIRE AGREEMENT. THIS FIFTH AMENDMENT, THE AMENDED CREDIT AGREEMENT, THE
AMENDED COLLATERAL AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION
HEREWITH AND THEREWITH REPRESENT THE FINAL AND ENTIRE AGREEMENT RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE
NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE
AGENT OR ANY LENDER, ISSUING BANK OR SWINGLINE LENDER RELATIVE TO THE SUBJECT
MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN
DOCUMENTS.
(e)
GOVERNING LAW. THIS FIFTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
9
(f) THE PROVISIONS OF SECTIONS 9.13 AND 9.17 OF THE AMENDED CREDIT AGREEMENT
SHALL APPLY, MUTATIS MUTANDIS, TO THIS FIFTH AMENDMENT. THE PROVISIONS OF
SECTION 8.07 (FIRST SENTENCE) AND SECTION 8.08 OF THE AMENDED CREDIT AGREEMENT
SHALL APPLY, MUTATIS MUTANDIS, TO THIS FIFTH AMENDMENT, IT BEING UNDERSTOOD THAT
THE PARTIES' RESPECTIVE FINANCIAL ADVISORS INVOLVED IN THE ARRANGEMENT OF THIS
FIFTH AMENDMENT SHALL ALSO BE ENTITLED TO RELY ON THE BENEFITS THEREOF.
[Remainder of page intentionally left blank]
10
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be
duly executed and delivered as of the date first written above.
AFFINION GROUP, INC., as Borrower By:
Name:
Title:
[Signature Page - Fifth Amendment to Credit Agreement]
AFFINION GROUP HOLDINGS, INC.
AFFINION BRAZIL HOLDINGS I, LLC
AFFINION BRAZIL HOLDINGS II, LLC
AFFINION DATA SERVICES, INC.
AFFINION DEVELOPMENTS, LLC
AFFINION GROUP, LLC
AFFINION INVESTMENTS II, LLC
AFFINION PD HOLDINGS, INC.
AFFINION PUBLISHING, LLC
BREAKFIVE, LLC
CARDWELL AGENCY, INC.
CCAA, CORPORATION
CONNEXIONS LOYALTY GLOBAL TRAVEL
FULFILLMENT LLC
CONNEXIONS LOYALTY TRAVEL SOLUTIONS LLC
CONNEXIONS LOYALTY, INC.
CONNEXIONS SM VENTURES, LLC
CONNEXIONS SMV, LLC
GLOBAL PROTECTION SOLUTIONS, LLC
LIFT MEDIA, LLC
LONG TERM PREFERRED CARE, INC.
LOYALTY TRAVEL AGENCY LLC
PROPP CORP.
TRAVELERS ADVANTAGE SERVICES, LLC
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:
Name:
Title:
[Signature Page - Fifth Amendment to Credit Agreement]
AFFINION INVESTMENTS, LLC By:
Affinion Group, Inc., its non-economic managing
member By:
Name:
Title: AFFINION NET PATENTS, INC. By:
Name:
Title: CONNEXIONS LOYALTY ACQUISITION, LLC By:
Name:
Title:
[Signature Page - Fifth Amendment to Credit Agreement]
CUC ASIA HOLDINGS, by its partners
TRILEGIANT CORPORATION
By:
Name:
Title: and
TRILEGIANT RETAIL SERVICES,