10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                      .

Commission file number: 000-55577

AFFINION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	16-1732155
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6 High Ridge Park

Stamford, CT 06905

(Address, including zip code, of principal executive offices)

(203) 956-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

Due to the limited trading of the registrant’s common stock, par value $0.01 per share, the aggregate market value of the voting and non-voting common equity held by non-affiliates as of the close of business on June 30, 2018 was zero.

As of April 10, 2019, the number of shares outstanding of the registrant’s Common Stock, $0.000001 par value, was 725,678 and the number of shares of the registrant’s common stock, par value $0.01 per share, was zero.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	27
Item 4.	Mine Safety Disclosures	29
PART II		30
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	62
Item 8.	Financial Statements and Supplementary Data	64
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	64
Item 9A.	Controls and Procedures	64
Item 9B.	Other Information	66
PART III		73
Item 10.	Directors, Executive Officers and Corporate Governance	73
Item 11.	Executive Compensation	78
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	100
Item 13.	Certain Relationships and Related Transactions, and Director Independence	103
Item 14.	Principal Accounting Fees and Services	114
PART IV		115
Item 15.	Exhibits, Financial Statement Schedules	115
Item 16	Form 10-K Summary	120

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PART I

Unless the context otherwise requires or indicates,

• all references to “Affinion Holdings,” the “Company,” “we,” “our” and “us” refer to Affinion Group Holdings, Inc., a Delaware corporation, and its subsidiaries on a consolidated basis after giving effect to the consummation on October 17, 2005 of the acquisition (the “2005 Acquisition”) by Affinion Group, Inc. of Affinion Group, LLC (known as Cendant Marketing Group, LLC prior to the consummation of the Acquisition) and Affinion International Holdings Limited (known as Cendant International Holdings Limited prior to the consummation of the 2005 Acquisition) and the other transactions described in this Annual Report on Form 10-K (the “Report”) under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Apollo Transactions,” but for periods prior to the 2005 Acquisition, refer to the historical operations of Cendant Marketing Services Division (a division of Cendant Corporation) (the “Predecessor”) that we acquired in the 2005 Acquisition,

• all references to our consolidated subsidiaries include (i) Affinion Investments, LLC, Affinion Investments II, LLC (“Affinion Investments”) and Affinion Developments, LLC, all of which are unrestricted subsidiaries under the indentures governing Affinion’s 2017 senior notes (as defined below)  and (ii)  for periods after January 14, 2011, Webloyalty (as defined below),

• all references to “Affinion” refer to our subsidiary, Affinion Group, Inc., a Delaware corporation, and  

• all references to “fiscal year” are to the twelve months ended December 31 of the year referenced.

Item  1. Business

The following description of our business is current as of December 31, 2018 and does not give effect to or incorporate any subsequent events unless otherwise noted.

Overview

We develop programs and solutions that motivate and inspire loyalty. Through our proprietary technology platforms and end-to-end customer service capabilities, we design, administer and fulfill loyalty and customer engagement programs and solutions that strengthen and expand the value of customer relationships for many of the world’s largest and most respected companies. Our programs and solutions include:

• Loyalty solutions that help reward, motivate and retain consumers. We create and manage any and all aspects of our clients’ points-based loyalty programs, including design, platform, analytics, points management and fulfillment. Our loyalty solutions offer relevant, best-in-class rewards (such as travel, gift cards and merchandise) to consumers enabling clients to motivate, retain and thank their best customers. For example, our platform and technology support points-based programs for financial services, automotive, gaming, travel and hospitality companies.

• Customer engagement programs and solutions that address key consumer needs such as greater peace of mind and meaningful savings for everyday purchases. We provide these solutions to leading companies in the financial institution, telecommunications, ecommerce, retail and travel sectors globally. These differentiated programs help our clients enrich their offerings to drive deeper connections with their customers, and to encourage their customers to engage more, stay loyal and generate more revenue for our clients. For example, we develop and manage programs such as identity theft protection, credit monitoring, savings on everyday purchases, concierge services, discount travel services and roadside assistance.

The Company had a domestic insurance business that served as a leading third-party agent, administrator and marketer of certain accident and life insurance solutions. As discussed further in Note 4—Discontinued Operations in the audited consolidated financial statements included elsewhere herein, we completed the sale of the domestic insurance business, which comprised substantially all of our Insurance Solutions operating segment, on August 15, 2018. The divestiture of the domestic insurance business marked an additional step in our strategic plan and ongoing transformation into a pure-play loyalty solutions company.

Our financial business model is characterized by substantial recurring revenues. We generate revenue primarily in three ways:

• Fee for service: we generate revenues from our clients through our loyalty business by designing (management, analytics and customer experience) and administering points-based loyalty programs on a platform licensing, fee-for-service basis. We also generate revenues for desired customer engagement programs and solutions, typically through a licensing and/or per-user fee.

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• Commission or transaction fee: we earn a commission from our suppliers and/or a transaction fee from our clients based on volume for enabling or executing transactions such as fees generated from loyalty points related purchases and redemption. We can also generate revenues based on a per-subscriber and/or a per-activity commission fee from our clients for our services.

• Subscription: we generate revenues through the sale of our value-added subscription-based programs and solutions to the customers of our clients whom we bill on a monthly, quarterly or annual basis.

For the year ended December 31, 2018, we had net revenues, net income attributable to us and Adjusted EBITDA (as defined below) of $699.8 million, $302.1 million and $147.8 million, respectively.

On April 10, 2019, we consummated the 2019 Recapitalization, as defined and described below under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.  

Business

We seek to address the needs of three primary parties in developing and implementing our loyalty and customer engagement programs and solutions: (1) Clients, which are the companies for whom we develop and manage loyalty and customer engagement programs and solutions; (2) Customers, who are the individual consumers with whom we or our clients have a relationship and either subscribe to one or more of our programs or are eligible to receive rewards; and (3) Suppliers, which are the third-party providers of content and services for our programs and solutions.  

Clients:

Our clients value our technology, platforms and services because we offer them loyalty and customer engagement programs and solutions that help strengthen and expand the value of their customer relationships. We identify the needs of our clients’ customers and create customized loyalty and customer engagement solutions and differentiated programs that promote our clients’ brands and enhance their results.

As of December 31, 2018, we had approximately 2,900 clients in a variety of industries including financial services, ecommerce, retail, travel and telecommunications. Some of our leading clients, based on revenues for the year ended December 31, 2018, include JPMorgan Chase, Wells Fargo, Transworld Entertainment, Trainline, Citibank and Capital One. Revenues generated from our largest client, JPMorgan Chase, and its customers, accounted for 14.8% of total net revenues for the year ended December 31, 2018. Many of our clients have been working with us for over ten years.

Customers:

Our customers value participation in our programs and access to our solutions because of the seamless service and relevant, best-in-class rewards we offer through our loyalty programs and the attractive lifestyle and protection services and enhanced benefits of our customer engagement programs. Depending on the nature of the relationship we have with a given client, customers may either purchase our programs directly from us or receive the benefits and solutions from our client. We derived approximately 42.5% of our net revenues for the year ended December 31, 2018 from subscribers and customers we obtained through our 10 largest clients.

As of December 31, 2018, we had approximately 44.3 million customers who received loyalty points-based management and redemption services or credit or debit card enhancement services and approximately 24.4 million subscribers and end-customers enrolled in our customer engagement programs worldwide.

Suppliers:

We provide benefits and services with our in-house capabilities, but we also contract with one or more of our many third-party suppliers to provide components for our programs and solutions, such as credit reports, travel content, gift cards and merchandise. Our flexible platforms allow for real-time integration with our suppliers, and they value their relationships with us because we provide them with significant incremental revenue by bundling their content with our own and offering these solutions through proprietary and supplementary distribution channels. Generally, our relationships with key suppliers are governed by long-term contracts (typically with initial terms of up to five years that renew automatically unless notice of non-renewal is given by either party prior to renewal).

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Business Segments

We organize our business into the following three business segments:

• Global Loyalty.  This segment consists of all of our loyalty assets globally in which we are a provider of end-to-end loyalty solutions that help clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels.

• Global Customer Engagement.  This segment consists of our customer engagement business, in which we are a leading global solutions provider that delivers a flexible mix of benefits and services for our clients that meet customers’ needs, including products that are designed to help consumers save money and gain peace of mind.

• Legacy Membership and Package.  This segment consists of certain global membership and package programs that are no longer being actively marketed but continue to be serviced and supported.  

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Segment Results” and Note 19—Segment Information in the audited consolidated financial statements included elsewhere herein for additional financial information about these business segments. In addition, see Note 19—Segment Information in the audited consolidated financial statements included elsewhere herein for additional financial information by geographic area.

We use our proprietary technology platforms to support our business segments and deliver differentiated programs and solutions to our clients. The development and maintenance of our leading technology platforms is integral to our ability to maximize value from each of our client relationships.  

Industry Overview

Loyalty and customer engagement programs and solutions provide incentives and benefits to major brands to support their loyalty and customer experience objectives. Businesses use loyalty and customer engagement programs and solutions to further integrate and enrich their relationships with existing customers and to engage and attract new customers.

Points-based loyalty programs offer many redemption options, including gift card, travel, merchandise, cash back and various other options. We believe the market for loyalty program services is substantial and growing, and we also believe redemption volumes continue to grow. In the United States, the number of loyalty program memberships was approximately 3.8 billion in 2016, increasing by 15% since 2014, according to the 2017 Colloquy Loyalty Census report. Internationally, we believe the market for loyalty program and redemption management offers significant growth opportunities.

Through our global customer engagement operations, we create and manage innovative programs and solutions that address key consumer needs such as greater peace-of-mind and meaningful savings. According to the Consumer Sentinel Network Data Book, a Federal Trade Commission (“FTC”) report, identity theft was the number two complaint reported to the FTC for the calendar year 2017.

Our Market Opportunity and Business Strategy

In 2016, we implemented a new globalized organizational structure to better support our key strategic initiatives and enhance long-term revenue growth. This organizational structure allowed us to combine similar lines of business on common platforms and shared infrastructures on a global basis to drive best practices and efficiencies, with meaningful cost savings. In addition, we are no longer materially investing in lines of business that we believe are not essential to our long-term growth prospects. We remain committed to our business strategy of pursuing initiatives that maintain and enhance our position as a global leader in loyalty and customer engagement solutions. The 2016 implementation of the global organizational structure marked another major step in our strategic plan and ongoing transformation into a pure-play loyalty solutions company.

Our strategy is to pursue initiatives that maintain and enhance our position as a global leader in the designing, administering and fulfilling of comprehensive loyalty and customer engagement solutions that strengthen and expand the value of customer relationships for our clients by creating and/or delivering valuable programs and solutions that generate incremental loyalty and to focus on attractive opportunities that will increase our profitability and cash flows. We believe there are substantial opportunities and demand for our programs and solutions, and the key elements of our strategy are to:

Capitalize on a Large Domestic Market for our Loyalty Solutions. We believe the domestic market for loyalty program services is substantial and growing; U.S. loyalty memberships grew from 3.3 billion in 2014 to 3.8 billion in 2016, a growth rate of 15%, according to the 2017 Colloquy Loyalty Census report. We also believe redemption volumes continue to grow and new technologies such as virtual personal assistants and conversational interfaces will continue to provide incremental transaction opportunities. We also continue to identify additional distribution opportunities for rewards and incentives. We believe there are additional opportunities to expand our loyalty business as both current and prospective clients increasingly determine that a loyalty program is a meaningful way to differentiate their services in highly-competitive industries and as consumers continue to respond to these programs as a cost-effective method of acquiring travel services and other rewards. We believe we have opportunities to increase the range of administrative and redemption services we currently provide to our clients, and we intend to leverage our experience and capabilities to broaden the addressable market to include other industries where rewards programs can be used to favorably influence consumer behavior.

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Leverage our Travel Platform and Content and Services. We believe that our unique blend of our travel platform and our mix of content will continue to drive incremental transaction volume.  Our travel platform embraces and enables real-time access to data critical to the enhancement of the customer experience, disruptive technologies that provide opportunities to enhance the customer experience throughout the travel lifecycle, and beacons and geo-based targeting that are critical to providing real-time rewards during the travel experience. In addition, our platform and mix of content is built to embrace new technology and services such as artificial intelligence leveraged to optimize the travel search experience, bots to facilitate real-time customer interactions, help streamline the booking process and serve a significant servicing function, and voice recognition as a significant part of the customer experience.  

Continue to Expand the Global Footprint for our Customer Engagement Solutions. We believe that we are well positioned to provide our clients with comprehensive customer engagement programs and solutions offerings on a global basis. Our goal is to help our clients build new revenue sources and increase engagement by tailoring our programs and solutions to deliver impactful customer experiences. We are continuing to execute on our plan to extend our operations into new countries and geographic regions, including, most recently, Eastern Europe and emerging markets. We intend to continue our growth across the globe through both organic initiatives, including geographic expansion, as well as the continued evaluation of strategic acquisitions that strengthen our customer engagement programs and solutions, grow our distribution capabilities or enhance our scale. We also believe demand for incremental revenue sources by European financial institutions, e-tailers, retailers and telecom providers continues to increase.

Capitalize on Demand for Key Customer Engagement Programs and Solutions such as Identity Theft Protection, Personalized Data Protection and Consumer Savings. We believe there are additional opportunities to grow our customer engagement business both domestically and internationally, as we provide solutions that strengthen our partners’ existing customer relationships by engaging consumers and building brand loyalty thereby generating incremental revenue for our partners.  We intend to expand and grow our existing portfolio focusing on financial institution clients, further penetrating and growing our ecommerce business, leveraging current assets and developing new capabilities, and evolve and modernize our engagement solutions offerings and platform to gain new business development traction. We believe consumers are increasingly focused on protecting their identity and credit accounts. According to the Consumer Sentinel Network Data Book, an FTC report, identity theft was the number two complaint reported to the FTC for the calendar year 2017.  In addition, consumer demand for coupons and discounts continues to grow with expanded acceptance and delivery mechanisms.

Optimize Our Investment. Our ability to adjust and optimize the allocation of our investment across all of our clients, technology platforms, products and geographic regions based on the available opportunities will help us continue to maximize the returns on our businesses. We target minimum returns for all of our investments, incorporating the expected revenues, transaction volume, programming and administrative fees, persistency of customer tenure, commission rates and servicing and other variable costs for those clients and customers who utilize our programs and solutions. Our goal is to enrich and enhance our clients’ customer relationship by continuing to invest in our platform and solutions, and to continue to deliver relevant and leading products and services.

Focus on New Program Development. We continually develop and test new programs and solutions to identify consumer trends that can be converted into revenue-enhancing and customer engagement-building opportunities. These programs and solutions may include loyalty and enhancement services, identity theft protection products and purchase warranty offerings. We also consider acquisitions of new and complementary programs and technology to further enhance our offerings and generate additional revenue. In addition, we believe we have opportunities to enhance our existing services by enabling customers to engage more effectively through digital channels. For instance, many of our programs and solutions, such as loyalty rewards redemptions, leisure and travel discounts, and identity theft protection are designed with mobile-first users in mind, delivering customer-centric user journeys and featuring real-time availability of data.

Our Competitive Strengths

We believe our success and competitive advantage in providing comprehensive loyalty and customer engagement solutions is due to our ability to leverage a number of key strengths, including:

Flexible, Scalable, Custom and Secure Platforms. Our platforms provide end-to-end loyalty and customer engagement programs and solutions. Our platforms allow for a flexible mix of benefits and services to meet our clients’ needs. In addition, the scalability of our platforms allows us to continuously add new features, partners, programs and customer segments efficiently and effectively. We customize our loyalty and engagement programs and solutions to differentiate our client’s brand. Our clients’ customers’ data is protected ensuring that their program is secure and rewarding.  

We believe our flexible, scalable, custom and secure platforms increase the value we provide to our clients, allowing for a best-in-class user experience and a competitive advantage over our peers.

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Broad Capabilities for Loyalty Program Solutions. We continuously monitor technology and user experience trends, as well as redemption options available to consumers of a loyalty points program. We are able to fulfill consumers’ most preferred redemption options because of our extensive supplier network that includes direct relationships with hundreds of travel, merchandise and gift card providers, representing approximately 1,050 brands. We are also licensed as a travel agency, and based on our gross transactional sales volume, we believe that we operate one of the largest leisure travel agencies in the United States. We have the flexibility to offer our clients a full service solution or a disaggregated approach, customized to their needs. Our clients are able to leverage these capabilities to ensure that their loyalty programs are providing rewards that the consumer finds relevant and meaningful, which we believe increases the likelihood that the program will positively influence consumer behavior.

We believe that the range of the services we are able to provide to support our clients’ loyalty programs provides us with a sustainable advantage over competitors.

Broad Based Geographic Distribution. Because we operate in 19 countries outside of the U.S., with a significant and long-standing presence in the majority of Europe’s largest markets, including the United Kingdom, the Nordic countries, Spain, Italy, France and Germany, we are able to provide our loyalty and customer engagement solutions on a global basis to better serve our clients who may have operations and customers in multiple countries. We benefit from synergies generated across all of our operations, including the ability to leverage the knowledge and experience we gain from one country into a new territory.

We believe that our ability to focus our business development and marketing expenditures on opportunities which offer the highest return is a key advantage that allows us to maximize our profitability and cash flows.

Diverse Distribution Channels. We believe we have a strong presence in the financial institution vertical in our Global Loyalty and Global Customer Engagement businesses. We also have a strong presence with retailers and e-commerce companies. In addition, we have a growing presence in a variety of industries and verticals, such as with travel and hospitality companies and telecommunications and gaming companies.

We believe that our ability to focus our business development and investment on our most profitable opportunities in the most attractive markets, channels and industries, domestically and internationally, is a key advantage that allows us to maximize our profitability and cash flows.    

Proprietary Technology and Data Analytics Capabilities. Based on the length of our operating history, we believe our technology and database of actual customer interactions is the largest and most comprehensive in the industry and cannot be replicated. Our technology platform supports subscriber management and points accounting functions and delivers a customer-centric experience for subscriber rewards accounts. We utilize our data analytics to develop highly targeted, customized loyalty and engagement programs and solutions across multiple channels and product offerings for each client with the goal of strengthening their customer relationships and more precisely identifying types of customers likely to find our programs and solutions of value. We are also able to utilize our predictive data analytics to anticipate shifts in the marketplace.

We believe our proprietary technology and data analytics capabilities enhance the profitability of our capital expenditures, allow us to better engage with customers, and help us to continue to secure and maintain long-term relationships with clients.

Strong, Long-Term Relationships with Clients. We have a long history of providing comprehensive loyalty and customer engagement solutions to leading companies in the U.S. and Europe. Because our services have broad-based consumer appeal and are relevant to any industry looking to enhance and extend the quality of their relationship across large-scale populations, our clients span a wide variety of industries, such as financial services, retail, e-commerce, travel, hospitality, and telecommunications, among others.

We believe that the strength and breadth of our relationships with our clients provide us with a competitive advantage in maintaining stable, diversified and predictable sources of revenue.

Committed and Experienced Management Team. We believe that our senior management and our talented and experienced professionals are a principal reason why we have achieved significant success in all of our businesses. Led by our Chief Executive Officer, Todd Siegel, who has been with us for over nineteen years, our six senior executives have a combined 98 years of experience with Affinion Holdings.

We believe that the extensive experience and financial acumen of our management and marketing professionals provide us with a significant competitive advantage.

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Programs and Solutions

Global Loyalty Solutions. We create and manage any and all aspects of our clients’ loyalty programs including program design, program management, technology platform, data analytics, points administration and rewards fulfillment. We manage loyalty solutions for points-based loyalty programs for many large financial institutions and other significant businesses. We provide our clients with solutions that meet the most popular redemption options desired by their program points holders, including travel, gift cards and merchandise, and, in 2018, we facilitated approximately $3.3 billion in redemption volume. Our loyalty programs are private-label, customizable, full-service rewards solutions that consist of a variety of configurations that are offered on a stand-alone and/or bundled basis depending on customer requirements.

We provide and manage reward products for loyalty programs through Connexions Loyalty, Inc. (“Connexions”), our wholly-owned subsidiary, which is a service provider for points-based loyalty programs such as Capital One’s Venture Card and Citibank’s ThankYou Rewards. We believe we are a leader in online and offline reward fulfillment as we fulfilled approximately 13.8 million redemptions in 2018 on an annualized basis. We do not retain any loyalty points-related liabilities. We typically charge a per-subscriber and/or a per-activity administrative fee to clients for our services. Connexions also provides clients with the ability to offer leisure travel as a subscriber benefit in a purchase environment, and a travel gift card, which can be used on all travel components, including airfare, rental car, hotel stays and cruise vacations.

We believe we are differentiated by our technology platform that supports member management and points accounting functions and delivers a best-in-class user experience for member rewards accounts.   Our flexibility allows us to vary the rules and offerings in programs to maximize per customer revenues and profits.  Our scalability allows us to continually add new features, partners, programs, and customer segments quickly, easily and securely.  Our business rules allow each of our clients to segment their customer base with unique design and experience, seamlessly with the client’s brand.  Our clients’ customers’ data is protected, meaning their loyalty program is rewarding and secure.

Global Customer Engagement Solutions. Through our global customer engagement operations, we create and manage innovative programs and solutions that address key consumer needs such as greater peace-of-mind and meaningful savings. We provide our solutions to leading companies in the financial institution, telecommunications, retail and travel sectors globally. These programs and solutions help our clients enrich their offerings to drive deeper connections, and encourage their customers to engage more, stay loyal and generate more value. For example, our solutions offer customers benefits and value-added services in the growing market of credit monitoring and identity-theft resolution services, which are intended to improve the subscriber’s sense of security and well-being, or discounts on many brand categories along with shop-at-home convenience in such areas as retail merchandise travel, automotive and home improvement.

Our customer engagement solutions may be categorized in two ways: (1) revenue enhancement, which is a traditional subscription-based model, and (2) engagement solutions, which is a fee-for-service or transactional based model.

In the revenue enhancement model, we provide incremental services for our clients to monetize their customer base. We also partner with clients to customize benefits that resonate with their brand and their customers’ needs.

In the engagement solutions model, we help clients differentiate their products and build strong customer relations. We also bundle appropriate rewards and benefits along the lifecycle of clients’ customers to create intimate, reciprocal connections that drive purchase decisions, interaction and participation over time.

Our principal customer engagement benefits are: (1) DataPal, a combination of benefits that secures users’ internet connection, simplifies password and document storage and scans the web for personal data; (2) PrivacyGuard and My Credit Tracker, which provides access to and monitoring of credit report, credit score and credit history to prevent identity-theft; (3) Complete Savings, which provides online shopping and access to discounts; (4) Enjoymore, a shopping program offering access to discounts on dining and cinema, and cash back on tickets and other events; and (5) Great Fun, a discount program offering everyday savings on dining, shopping, and admission to individual and family-oriented entertainment.

Clients

We are able to provide our loyalty and customer engagement solutions by utilizing the brand names and customer contacts of our clients. Our diversified base of clients includes approximately 2,900 companies in a wide variety of industries, including financial services, retail, travel, telecommunications, utilities and internet. Select clients include JPMorgan Chase, Wells Fargo, Transworld Entertainment, Trainline, Citibank and Capital One. In 2018, we derived approximately 42.5% of our net revenues from subscribers and end-customers obtained through our 10 largest clients.

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With respect to our loyalty and engagement solutions operations, many of our principal partner agreements have a term of at least two years, which automatically renew for one-year periods and may be terminated at any time upon at least 90 days’ written notice, and we typically charge a per-subscriber and/or a per-activity administrative fee to clients for our services. Typically, our agreements with our clients for the marketing and servicing of our retail subscriber products are for fixed terms (typically one to three years, in the case of customer engagement), which automatically renew for one-year periods and may be terminated at any time upon at least 90 days’ written notice. Our clients are not subject to minimum marketing commitments that are material, individually or in the aggregate. While we generally do not have continued marketing rights following the termination of any marketing agreements, the vast majority of our marketing agreements allow us to extend or renew existing subscribers and bill and collect associated subscription fees following any termination. While we usually do not have rights to use marketing partner branding in new marketing following termination of a marketing agreement, the products we provide to subscribers are either our standard products, which do not require our marketing partner’s branding, or are co-branded products for which we typically have the ability to continue to service as co-branded products. Generally, our clients agree not to solicit our subscribers for substantially similar services both during the term of our agreement and following any termination thereof.

Global Loyalty. We had 40 clients at December 31, 2018, which include leading financial institutions, gaming companies, brokerage houses, automotive companies, premier hotels and travel-related companies.

Global Customer Engagement. We had approximately 800 clients in multiple industries at December 31, 2018. Our relationships with our largest partners typically encompass multiple products and/or types of marketing channels. In general, we have long-standing relationships with our partners. Our international clients include some of Europe’s most prominent retail banks and telecommunications companies.

Customers

As of December 31, 2018, we had approximately 24.4 million subscribers and end-customers enrolled in our customer engagement programs worldwide and approximately 44.3 million customers who received credit or debit card enhancement services and loyalty points-based management services. We offer our programs and solutions to our customers through approximately 2,900 clients as of December 31, 2018. We market to customers using direct mail, online marketing, point-of-sale marketing, telemarketing and other marketing methods.

Global Loyalty. As of December 31, 2018, we had approximately 44.3 million customers who received loyalty points-based management and redemption services or credit or debit card enhancement services.

Global Customer Engagement. As of December 31, 2018, we had approximately 1.2 million subscribers and end-customers in the U.S. We target customers of our clients who are willing to pay a fee to gain access to a multitude of discount programs or want to improve their sense of security and well-being. As of December 31, 2018, we had approximately 17.4 million international package customers and approximately 2 million customers in 19 countries, primarily in Europe.

Third Party Suppliers

We partner with a large number of third-party suppliers to provide fulfillment of many of our programs and solutions. Generally, our relationships with key suppliers are governed by long-term contracts (typically, with initial terms of up to five years that renew automatically unless notice of non-renewal is given by either party prior to renewal). As we have a large number of suppliers, we are generally not dependent on any one vendor and have alternative suppliers should we need to replace an existing vendor. We believe we have very good relationships with our suppliers who value their relationship with us as we are able to provide them with access to a large customer base through our clients, many of whom are leaders in their respective industries. In addition, because we purchase large volumes of services across our various businesses, we are able to achieve significant price discounts from our suppliers.

Global Loyalty. Connexions acts as a business process outsourcer for points-based loyalty products and provides enhancement benefits to credit and debit card issuers. While many of the services Connexions provides are sourced in-house as a result of Connexions’ proprietary technology platform and program design support, third-party suppliers are used to provide additional benefit enhancements. These benefit enhancements are supplied by our loyalty benefits suppliers. We work directly with approximately 500 suppliers to obtain rewards and provide loyalty clients with access to more than 8,200 available merchandise models.

Global Customer Engagement. We partner with a variety of third-party suppliers to provide services, benefits and fulfillment for many of our programs. Some of our largest vendor relationships relate to the provisions of certain benefits embedded in our PrivacyGuard® product and AutoVantage product. Global Customer Engagement services its clients using a variety of third-party suppliers to provide benefits, fulfillment and delivery for some of our programs. In addition, we also have key supplier relationships with third parties for benefits related to sports and entertainment events as well as the provision of certain benefits embedded in our identity theft protection products. Global Customer Engagement also uses third-party suppliers for its print and fulfillment products.

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Our Technology Platform and Operations

We deliver tailored programs and solutions through our platform of proprietary technology, end-to-end customer service and benefits catalogue. Technology development and product development is integral to our ability to maximize value from each of our client relationships. In developing our programs and solutions, we focus on leveraging marketplace trends and increasing loyalty, with a critical focus on the needs of the consumer. We continue to make significant product development investments to ensure that our proprietary technology meets industry leadership standards and can be seamlessly integrated and customized to further support our clients’ brands and loyalty strategy.

When we enhance existing and/or develop new programs and solutions, we take into account not only the combination of benefits that will make up the program or solution, but the characteristics of the customers to whom we will target.  

We also research, build and launch custom partner programs and solutions that we create uniquely for clients to address specific needs of these clients and their customers.

Proprietary Technology. Our proprietary technology allows our clients to integrate and enrich relationships with their customers, supporting our value proposition in the marketplace. We focus on utilizing our proprietary technology to deliver programs and solutions that motivate and inspire loyalty by consumers.

We continue to make investments to maintain and update our proprietary technology to remain competitive in the marketplace. Our technology platform is also built to embrace new technologies and innovation such as artificial intelligence and voice recognition used to enhance the customer experience.  

End-to-End Customer Service. We provide full customer service support and delivery globally, including enrollment, benefits support, fulfillment, billing and payment. We focus on integrating and optimizing the customer journey through our end-to-end customer service.

Servicing and enrollment requests are processed through a workflow and messaging interface with our suppliers and are stored within our subscriber management platform. This framework allows us to keep a virtual inventory of programs and solutions, as well as store customer information for future investment analysis. Customer servicing and billing information is fed into the financial ledger and business intelligence platform for billing and future investment analysis.

Benefits Catalogue. We believe that our ability to customize programs and solutions utilizing a broad range of benefits that we provide enables us to meet the complex and highly specialized customer engagement needs of our clients and their customers. Our benefits catalogue may be categorized generally as addressing one of two broad categories of fundamental consumer needs: (1) protection and peace-of-mind services or (2) savings on lifestyle-oriented purchases and loyalty solutions.

Our loyalty programs offer many redemption options, including gift card, travel, merchandise, cash back and various other options. Our customer engagement programs and solutions offer benefits including credit monitoring, access to credit reports, online data monitoring, online shopping and access to savings such as dining discounts, cinema discounts and cash back on tickets and other events, and concierge services.

Processing

The processing responsibilities of the operations group can be divided into: (1) travel fulfillment; (2) gift card fulfillment; (3) merchandise fulfillment; (4) enrollments; (5) fulfillment packages; and (6) billing.

Travel Fulfillment. Loyalty Travel Agency LLC, our full-service travel agency, is dedicated primarily to servicing our customers; however, it also provides travel agency services to our clients, mainly for loyalty rewards redemptions and related services.

Gift Card Fulfillment. Through an in-house gift card fulfillment facility, we deliver approximately 7.5 million gift card rewards annually, and we have approximately 200 merchant relationships directly sourced and managed.

Merchandise Fulfillment. We provide merchandise rewards fulfillment to our clients’ customers with access to approximately 10,700 products from over 750 top brands. We manage the process of customers purchasing merchandise products, but we outsource delivery logistics to back-end suppliers. While we manage the fulfillment process, we generally do not take ownership or physical possession of any of the products being delivered.

Enrollments. Enrollment information is sent to us through a variety of different media, including mail, electronic file transfer from clients and telemarketing vendors and the internet. Average turnaround time from receipt to enrollment is approximately 24 hours.

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Fulfillment Packages. Fulfillment packages, which include enrollment materials and premiums (e.g., coupons and “hard” premiums) sent to customers via mail and electronically, are produced in thousands of combinations for our global customer engagement programs. Fulfillment orders are generally transmitted to the appropriate fulfillment supplier by the next business day following receipt of the order.

Billing. We have the ability to accept a variety of different payment account types, including Visa (debit and credit), MasterCard (debit and credit), Discover, American Express, retail company proprietary cards, PayPal, and checking and savings accounts. We use both generic and direct processing methods and work closely with a variety of payment processors and our clients to maximize our ultimate collection rates.

Competition

We are a leading loyalty and customer engagement solutions company with value-added programs and services with a network of approximately 2,900 clients as of December 31, 2018, approximately 24.4 million subscribers and end-customers enrolled in our customer engagement programs worldwide and approximately 44.3 million customers who received credit or debit card enhancement services and loyalty points-based management and redemption services as of December 31, 2018. Our leadership position in the marketing and loyalty points program management industries is due to our nearly 40-year track record and our core strengths in the areas of multi-channels marketing, data analytics, customer service and operations. We also believe our portfolio of programs and benefits is the broadest in the industry, and that we are capable of providing the full range of administrative services for loyalty points programs. At December 31, 2018, we offered 13 core products and services with over 210 unique benefits and supported more than 4,100 versions of products and services representing different combinations of pricing, benefit configurations and branding.

Our competitors include any company seeking direct and regular access to large groups of customers through any direct marketing channel, as well as any company capable of managing loyalty points programs or providing redemption options for those programs. Our products and services compete with those marketed by financial institutions and other third parties who have marketing relationships with our competition, including large, fully integrated companies that have financial, marketing and product development resources that are greater than ours. We face competition in all areas of our business, including price, product offerings and product performance. As a whole, the direct marketing services industry is extremely fragmented, while competition in loyalty points program administration is somewhat more concentrated. Most companies in the direct marketing services industry are relatively small and provide a limited array of products and services. In general, competition for the consumer’s attention is intense, with a wide variety of players competing in different segments of the direct marketing industry. More specifically, competition within our business lines comes from companies that vary significantly in size, scope and primary core competencies.

Global Loyalty Solutions. Participants in the loyalty arena provide in-house rewards programs and utilize third-party providers. Such third-party providers design, market and manage rewards-based loyalty programs for businesses that either have no desire to manage such programs or lack the core competencies necessary to compete in the industry effectively. Key industry participants include Maritz Loyalty Marketing, Blackhawk, Expedia, Bridge2Solutions and Epsilon.

Customer Engagement Solutions. The customer engagement solutions industry is characterized by a high degree of competition. Participants in this industry include engagement services companies, such as AAA, LifeLock and Intersections, as well as the credit bureaus, Experian, Equifax and TransUnion, and large retailers, travel agencies, insurance companies and financial service institutions. Internationally, on the customer engagement side of the business, competitors include Card Protection Plan, LV8, Plebicom S.A., as well as large retailers, travel agencies, insurance companies and financial service institutions. Key competitors in the package business include Card Protection Plan, MobileServ Limited, and Lifestyle Service Group in the United Kingdom, Serisystem and Jakala in Italy, MehrWert Servicegesellschaft in Germany and Falck in Norway.

Intellectual Property

We own or have licenses to use a large number of patents relating to a significant number of programs and processes. We also have certain significant material trademarks including, but not limited to Affinion Group, Connexions Loyalty, Affinion International, AutoVantage, Buyers Advantage, CompleteHome, Enhanced Checking, HealthSaver, Hot-Line, NHPA, PrivacyGuard, Shoppers Advantage, Small Business Solutions, Travelers Advantage, Trilegiant and Wellness Extras. We use our trademarks in the marketing of our services and products offerings. We renew our trademarks on a regular basis. No individual patent or trademark is considered to be material to our business; however, our overall portfolio of patents and trademarks is a valuable asset.

Employees

As of December 31, 2018, we employed 3,069 people, of which approximately 53% are located in the United States and the remaining 47% are in our international offices.

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Company History

We have over 40 years of operational history. We started offering membership products in 1973, and in 1985 began marketing insurance and package enhancement products. In 1988, we entered the loyalty solutions business and in the early 1990s, we started offering certain of our program offerings internationally.

In 2005, the Company was acquired by investment funds affiliated with Apollo Global Management, LLC (such investment funds, the “Apollo Funds”) from Cendant Corporation (“Cendant”) through the consummation of the Apollo Transactions (as defined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Apollo Transactions”).

In 2011, we entered into a merger agreement that resulted in Affinion Holdings’ indirect acquisition of all of the capital stock of Webloyalty Holdings, Inc. (“Webloyalty”) and the conversion of Webloyalty securities into Affinion Holdings securities (the “Webloyalty Acquisition”) and the acquisition of approximately 21% of the common stock of Affinion Holdings by investment funds affiliated with General Atlantic LLC (such investment funds referred to as “General Atlantic”) with the Apollo Funds continuing to own approximately 70% of the common stock of Affinion Holdings.

On November 9, 2015, we consummated the 2015 Exchange Offers, 2015 Rights Offering and Reclassification, each as defined and described below under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2015 Exchange Offers, 2015 Rights Offering and Reclassification.”

Upon consummation of the 2015 Exchange Offers, the Apollo Funds and General Atlantic ceased to have beneficial ownership of any common stock of Affinion Holdings. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding the existing holders of 5% or more of the common stock of Affinion Holdings.

On May 10, 2017, we consummated the Credit Agreement Refinancing and International Notes Redemption, each as defined and described under “—2017 Credit Agreement Refinancing and International Notes Redemption” and the 2017 Exchange Offers, issuance of the 2017 Notes and 2017 Warrants pursuant to the 2017 Investor Purchase Agreement (as defined below) and redemption of Affinion’s 2010 senior notes, each as defined and described under “—2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes.” On July 17, 2017, we consummated the issuance of the 2017 Notes and 2017 Warrants pursuant to the 2017 Investor Purchase Agreement and redemption of the Investments senior subordinated notes and Affinion Holdings’ 2013 senior notes.

On July 3, 2018, Affinion, Affinion Group, LLC, a Delaware limited liability company (the “Seller”) and indirect wholly-owned subsidiary of Affinion, and Affinion Benefits Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (“ABG”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AIS Holdco, LLC (the “Purchaser”), an entity controlled by investment funds managed by affiliates of Mill Point Capital Partners, L.P., pursuant to which the Purchaser would acquire the insurance division of the Company by acquiring the outstanding membership interests of ABG as set forth in the Purchase Agreement (the “ABG Sale”). On August 15, 2018, the Seller completed the ABG Sale pursuant to the Purchase Agreement.

On April 10, 2019, we consummated the 2019 Recapitalization, as defined and described below under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

Governmental and Regulatory Matters

Our business is subject to U.S. federal and state regulation as well as regulation by governments and authorities in foreign jurisdictions. Certain regulations that govern our operations include: federal, state and foreign marketing laws; federal, state and foreign privacy laws; and federal, state and foreign insurance and consumer protection regulations. Federal regulations are primarily enforced by the FTC, the Federal Communications Commission (“FCC”) and the Consumer Financial Protection Bureau (“CFPB”). State regulations are primarily enforced by individual state attorneys general. Foreign regulations are enforced by a number of regulatory bodies in the relevant jurisdictions.

Federal and State Marketing Laws. The FTC, CFPB and each of the states have enacted consumer protection statutes designed to ensure that consumers are protected from unfair, deceptive and abusive marketing practices. We review all of our marketing materials for compliance with applicable federal and state regulations and state marketing laws.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) mandates the most wide-ranging overhaul of financial industry regulation in decades. Dodd-Frank was signed into law on July 21, 2010. Dodd-Frank created the CFPB that became operational on July 21, 2011 and has the authority to regulate all consumer financial products sold by banks and non-bank companies.

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Billing Regulations. In 1978, Regulation E was issued by the Federal Reserve Board of Governors to implement the Electronic Fund Transfer Act (the “EFT”). The EFT provides for rights and duties of consumers and financial institutions in connection with debit or credit “electronic fund transfers”- transfers to or from demand, savings, or other deposit accounts initiated through computer or magnetic tape, telephones, point-of-sale terminals, ATMs, or any other electronic device. It includes all transfers resulting from debit card transfers, whether or not they involve an electronic terminal. We have implemented billing solutions across our businesses to comply with the EFT.

Additionally, in connection with the sale of its products and services, the Company permits customers to make payment by means of automated clearing house (“ACH”) funds transfers from bank accounts, direct bank account debits, credit cards and debit cards. The Company accepts authorizations for these customer payments by means of the telephone, the internet and postal mail. In connection with its payment acceptance activities, the Company is subject to the operating rules and procedures of the card associations and card networks (including Visa and MasterCard) and the payment rules governing ACH payments and electronic funds transfers. The Company is also subject to federal and state laws that impose certain requirements on merchants when accepting payments, including recurring payments, from customers. These payment system rules and laws are subject to amendment and new interpretations from time to time which may impose new costs on the Company’s operations and materially impact the services we provide. The Company has adopted policies and procedures across our businesses to comply with these payment system rules and laws.

Federal Privacy Laws. The Financial Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act (“GLB”), includes provisions to protect consumers’ personal financial information held by financial institutions. GLB places restrictions on the ability of financial institutions to disclose non-public personal information about their customers to non-affiliated third parties and also prohibits financial institutions from disclosing account numbers to any non-affiliated third parties for use in telemarketing, direct mail marketing or other marketing to consumers. We have implemented privacy solutions across our businesses designed to comply with GLB.

Additionally, several bills have been proposed in Congress that could restrict the collection and dissemination of personal information for marketing purposes. If any such legislation is passed, we would implement appropriate procedures and practices to comply with such laws.

State Privacy Laws. In addition to federal legislation, some states are considering or have passed laws restricting the sharing of customer information. For example, the California Financial Information Privacy Act (“SB-1”) places restrictions on financial institutions’ ability to share the personal information of their California customers. We have established a privacy solution that is designed to comply with the requirements of SB-1.

Other Foreign Regulations. Our European operations are subject to privacy and consumer protection regulations. Many of these regulations are based on EU Directives which are adopted as laws by countries within the EU in which Affinion International conducts its operations. These include:

• General Data Protection regulation: imposing security obligations, consent requirements, and restrictions on the processing, use and transmission of customers’ personal data;

• Privacy and Electronic Communications regulation: regulating unsolicited marketing activities carried out by telephone, fax and e-mail to users/subscribers;

• Electronic Commerce regulation: imposing certain disclosure and operational requirements in relation to websites and internet marketing and sales activities;

• The Second Payment Services Directive: commencing in September of 2019, it will require a two-factor consumer authentication based on the use of two or more elements categorized as knowledge (i.e., something only the consumer knows), possession (i.e., something only the consumer possesses), and inherence (i.e., something the consumer is) for all electronic payments which are not exempted under the directive, including for recurring payments and one-off payments with a value above the directive’s threshold;

• Distance Selling regulation: requiring information disclosure and “cooling off periods” in contracts for goods or services (other than financial services) supplied to a consumer where the contract is made exclusively by means of distance communication;

• Insurance Distribution Directive: requiring information disclosure and related obligations (including authorization and reporting) on entities that arrange, advise on, administer or otherwise engage in insurance intermediary activities;

• Distance Marketing regulation: requiring information disclosure and “cooling off periods” in contracts for financial services supplied to a consumer where the contract is made exclusively by means of distance communication;

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• Unfair Terms and other consumer protection regulation: requiring that consumer terms and conditions be fair and reasonable and not misleading, and that certain information be made available to consumers and setting basic rules on responding to complaints;

• Consumer Credit regulations: requiring licensing for the provision of credit information services;

• Travel services regulations and Package Travel Directive: requiring licensing and bonding for travel agency and tour operators, and regulations governing the conduct of such services including contractual liability between parties, terms and conditions and resolution of disputes; and;

• Consumer Rights Directive: harmonizing certain consumer rights across Europe, including requiring that consumers receive certain pre-contract information, clarifying cancellation rights for distance and off-premises contracts and digital products contracts, and prohibiting excessive surcharges on payment cards and telephone lines.

In addition, there are various self-regulatory codes of advertising and direct marketing practice. We have established procedures designed to comply with the requirements of these codes and practices. Further, the FCA and other international regulators and competent authorities may change or introduce new laws or regulations that materially impact the membership, package enhancement and other services we provide.

Item 1A. Risk Factors

You should carefully consider the risk factors set forth below as well as the other information contained in this Report. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flow, or results of operations and prospects. The following is a description of the most significant factors that might cause the actual results of operations in future periods to differ materially from those currently desired or expected. Any of the following risks could materially and adversely affect our business, financial condition or results of operations and prospects.

Our substantial indebtedness following the 2019 Recapitalization could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from servicing our debt.

We continue to be a highly leveraged company following the 2019 Recapitalization. As of December 31, 2018, we had approximately $1.6 billion principal amount of outstanding indebtedness. After giving effect to the 2019 Recapitalization as if it had been consummated on December 31, 2018, we would have had approximately $1.1 billion principal amount of outstanding indebtedness. As of December 31, 2018, our estimated annual 2019 cash principal and interest payments on our debt, based on our interest rate assumptions for the year, would have been approximately $113.5 million prior to giving effect to the 2019 Recapitalization. After giving effect to the 2019 Recapitalization as if it had been consummated on December 31, 2018, our estimated annual 2019 cash principal and interest payments on our debt will be reduced to approximately $49.2 million. Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive and business factors, many of which are outside of our control. Our business may not generate sufficient cash flow from operations to meet our debt service and other obligations. If we are unable to meet our expenses, debt service obligations and other obligations, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets and/or raise equity. We may not be able to refinance any of our indebtedness, sell assets or raise equity on commercially reasonable terms or at all, which could cause us to default on our obligations.

Our substantial indebtedness could have important consequences, including the following:  

• it may materially limit our ability to borrow money or sell stock for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes, such as marketing expenditures;

• a substantial portion of our cash flow from operations will be dedicated to the repayment of our indebtedness, including indebtedness under the Amended Credit Agreement (as defined below), and will not be available for other purposes;

• it may materially limit our flexibility in planning for, or reacting to, changes in our operations or business, and in investing in our technology platform to maintain industry leading standards;

• we are more highly leveraged than some of our competitors, which may place us at a material competitive disadvantage and may have a negative impact on our ability to attract and retain clients;

• it may make us more vulnerable to downturns in our business or the economy or requests from our clients and vendors for more favorable business terms;

• it may materially restrict us from making strategic acquisitions, introducing new technologies, or exploiting business opportunities; and

• it may materially limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose of assets.

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All of the debt under Affinion’s Amended Credit Agreement is variable-rate debt, subject to a minimum LIBOR floor.

The terms of the New Notes Indenture and the Amended Credit Agreement may restrict each of Affinion’s and the Guarantors’ current and future operations, particularly their ability to respond to changes in their respective businesses or to take certain actions.

The terms of the New Notes Indenture and the Amended Credit Agreement contain a number of restrictive covenants that impose significant operating and financial restrictions on each of Affinion and the Guarantors (as defined below), including restrictions on their ability to, among other things:  

• incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock of a restricted subsidiary;

• pay dividends or make distributions to their respective stockholders;

• repurchase or redeem capital stock or subordinated indebtedness;

• make investments or acquisitions;

• incur restrictions on the ability of certain of their respective subsidiaries to pay dividends or to make other payments to it;

• enter into transactions with affiliates;

• create liens;

• merge or consolidate with other companies or transfer all or substantially all of their respective assets; and

• prepay, redeem or repurchase debt that is junior in right of payment to the New Notes.

In addition, the Amended Credit Agreement requires Affinion to maintain a maximum senior secured leverage ratio beginning with the fiscal quarter ending September 30, 2020. As a result of these covenants, Affinion will be limited in the manner in which it conducts its business and it may be unable to engage in favorable business activities or finance future operations or capital needs without seeking waivers from the lenders.

If we fail to comply with the covenants contained in the Amended Credit Agreement, an event of default could result under the Amended Credit Agreement, and, if such event of default is not cured or waived, the lenders thereunder:  

• will not be required to lend any additional amounts to Affinion;

• could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and could proceed against the collateral securing the Amended Credit Agreement; and

• could require Affinion to apply all of its available cash to repay these borrowings;

any of which could result in an event of default under the New Notes.

If the indebtedness under the New Notes or the Amended Credit Agreement were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

Despite our substantial indebtedness, we may still be able to incur significantly more debt following the 2019 Recapitalization. This could intensify the risks described above.

The terms of the Amended Credit Agreement and the New Notes Indenture contain restrictions on our ability and that of any of our subsidiaries to incur additional indebtedness. However, these restrictions are subject to a number of important qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. Accordingly, we or our subsidiaries could incur significant additional indebtedness in the future, much of which could constitute secured or senior indebtedness.

The more we become leveraged, the more we, and in turn our security holders, become exposed to the risks described above under “—Our substantial indebtedness following the 2019 Recapitalization could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from servicing our debt.”

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We may not be able to generate sufficient cash to service all of our indebtedness, including paying the New Notes at maturity, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to pay principal of the New Notes at maturity (unless they are converted into equity by the holders of the New Notes) and satisfy our debt obligations will depend upon, among other things:  

• our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and

• the future availability of borrowings under the Amended Credit Agreement, the availability of which depends on, among other things, Affinion complying with the covenants in the Amended Credit Agreement.

We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under the Amended Credit Agreement or otherwise, in an amount sufficient to fund our liquidity needs.  

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay marketing spend and/or capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the New Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, the terms of existing or future debt agreements, including the Amended Credit Agreement and the New Notes Indenture, may restrict us from adopting some of these alternatives. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations and/or reduce or delay marketing spend and/or capital expenditures to meet our debt service and other obligations. In the case of dispositions, we may not be able to consummate them for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Furthermore, none of Affinion Holdings’ equity holders have any continuing obligation to provide us with debt or equity financing.

Each of Affinion Holdings and Affinion is a holding company with no direct operations and no significant assets other than the direct and indirect ownership of their subsidiaries and all of their net revenues are earned by their direct and indirect subsidiaries. Our ability to service our indebtedness depends upon the performance of these subsidiaries and their ability to make distributions.

Each of Affinion Holdings and Affinion is a holding company and all of their operations are conducted by their subsidiaries. Therefore, our cash flows and our ability to service indebtedness will be dependent upon cash dividends and distributions or other transfers from our subsidiaries. Payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings.

The terms of the Amended Credit Agreement and the terms of the New Notes Indenture significantly restrict Affinion Holdings’ subsidiaries from paying dividends and otherwise transferring assets to Affinion Holdings. The terms of each of those debt instruments provide Affinion and its subsidiaries with “baskets” that can be used to make certain types of “restricted payments,” including dividends or other distributions to Affinion Holdings. The terms of any future indebtedness incurred by Affinion or any of its subsidiaries may include additional restrictions on their ability to make funds available to Affinion Holdings, which may be more restrictive than those contained in the terms of the Amended Credit Agreement and the terms of the New Notes Indenture.

Our subsidiaries are separate and distinct legal entities and, except for the existing and future subsidiaries that are or will be subsidiary guarantors of the Amended Credit Agreement or the New Notes Indenture, they will have no obligation, contingent or otherwise, to pay amounts due under our indebtedness or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments.

We derive a substantial amount of our revenue from the customers we obtain through only a few of our clients.

We derive a substantial amount of our net revenue from the customers we obtain through only a few of our clients. In 2018, we derived approximately 43% of our net revenues from customers we obtained through the 10 largest clients of our approximately 2,900 clients.

With respect to our loyalty and engagement solutions operations, many of our key client relationships are governed by agreements that may be terminated at any time without cause by our clients upon notice of as few as 90 days without penalty. Some of our agreements may be terminated at any time by our clients upon notice of as few as 30 days without penalty. Our clients are not subject to minimum volume or marketing commitments that are material, individually or in the aggregate. Moreover, under many of these agreements, our clients may cease or reduce the value of loyalty points or their marketing of our programs and solutions without terminating or breaching our agreements. Further, in the ordinary course of business, at any given time, one or more of our contracts with key clients may be selected for bidding through a request for proposal process. As a result of the regulatory supervisory audits and inquiries of certain of our financial institution clients, certain clients have terminated their agreements with us or ceased marketing our programs and solutions to, or ceased billing, their customers. The loss of such clients or, with regard to our largest clients, the loss of any substantial portion of the business derived from such client, the cessation of support of their loyalty programs or their marketing of our programs and solutions or the billing of their customers or a decline in their businesses could have a material adverse effect on our future revenue from existing programs and solutions of which such client’s customers are customers of ours and could adversely affect our ability to further market new or existing programs and solutions through such client to prospective customers.

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For example, one of our key loyalty clients had indicated to us that they might move a significant portion of their business with us to an alternative provider beginning as early as the second quarter of 2018. On October 4, 2018, this key loyalty client transitioned approximately one-third of their existing business with us to the alternative provider. On October 26, 2018, the key loyalty client migrated substantially all of the remainder of their business with us to the alternative provider. As of the date of this Report, we have been unable to expand an existing partner relationship into additional offerings or otherwise replace the lost revenues from such key loyalty client in the near term, which has had a material adverse impact on our liquidity, results of operations and financial condition. There can be no assurance that more of our clients or any of our largest clients, who individually represent a material portion of our revenues, will not terminate their relationship with us, cease or reduce support of their loyalty program or their marketing of our programs and solutions, cease the billing of their customers or suffer a decline in their business. If other clients terminate or do not renew their relationships with us and we are required to cease providing our programs and solutions to, or cease billing, their customers, then we could lose significant sources of revenue and there can be no assurances that we will be able to replace such lost revenue, which could have a material adverse effect on our revenues and profitability.

Our typical global customer engagement and legacy membership product agreements with clients provide that after termination of the contract we may continue to provide our programs and solutions to existing customers under the same economic arrangements that existed before termination. However, in some cases, our clients have violated, and others may in the future nonetheless violate, their contractual obligations and cease facilitating the billing of such existing subscribers. Also, under agreements with our clients for which we market under a fee for service arrangement and have not incurred any marketing expenditures, our clients generally may require us to cease providing programs and solutions to existing subscribers upon termination of the fee for service arrangement. Further, clients under certain agreements also have required, and may continue to require, us to cease providing programs and solutions to their customers under existing arrangements if the contract is terminated for material breach by us or due to a change in the law or regulations. If more of these clients were to terminate our agreements with them, and require us to cease providing our programs and solutions to, or cease billing, their customers, then we could continue to lose significant sources of revenue and there can be no assurances that we will be able to replace such lost revenue, which could have a material adverse effect on our revenues and profitability.

We expect the declines in our Adjusted EBITDA for 2019 and in the near term will be significantly greater than those experienced in the past. We may be unable to achieve annual Adjusted EBITDA growth over the mid- to long-term future periods.

We expect that our Adjusted EBITDA for 2019 and in the near term will decline at a significantly greater rate than those experienced in the past. For example, although our Adjusted EBITDA in 2016 declined by approximately 12.5% from 2015, we anticipate that the decline of our Adjusted EBITDA in 2019 compared to 2018 will be at a significantly higher rate. We may not be able to achieve Adjusted EBITDA consistent with our 2018 results or achieve annual Adjusted EBITDA growth in the near term, if at all. In order to lessen the decline in our Adjusted EBITDA in the near term and achieve Adjusted EBITDA growth in future periods, we must continue to implement our business strategy, achieve our target minimum returns for our investments, retain key clients and expand those relationships, develop relationships with new key clients, grow our loyalty and customer engagement operations, maintain or exceed the renewal rate and profitability of our subscriber base and experience no material adverse developments that would impact our cost structure, or material adverse developments in the regulatory environment in which we operate, among other things. A variety of risks and uncertainties could cause our Adjusted EBITDA to continue to decline beyond 2019, including, among others, business, economic and competitive risks and uncertainties. Accordingly, we cannot assure you that we will be able to lessen the decline in our Adjusted EBITDA in the near term or achieve Adjusted EBITDA growth over the mid-to long term future periods.

We may lose subscribers and significant revenue if we reduce our planned expenditures to grow our business, our existing services become obsolete, or if we fail to introduce new services with broad consumer appeal or fail to do so in a timely or cost-effective manner.

Our failure to invest in our business, introduce these products or services or to develop new programs and solutions, or the introduction or announcement of new programs and solutions by competitors, could render our existing offerings non-competitive or obsolete. There can be no assurance that we will be successful in developing or introducing new programs and solutions or that such new programs and solutions will generate sufficient cash flows and revenues to offset the expected decrease in our Legacy Membership and Package segment. Our failure to develop, introduce or expand our programs and solutions or to make other investments in our business, such as marketing or capital expenditures, could result in a material loss of clients or subscribers and materially reduce our revenues, cash flow from operations and profitability.

We may be significantly affected by the loss of any of our key clients and we must replace the clients and customers we lose in the ordinary course of business. If we fail to retain or replace our customers, particularly our largest customers, our revenue may decline and our client and customer base will decline, resulting in material adverse effects to our financial condition.

We lose a substantial number of our customers each year in the ordinary course of business. The loss of clients or customers has occurred historically, and in the future may occur, due to numerous factors, including:

• changing customer preferences;

• changes in the value proposition for loyalty program points;

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• other less expensive or more accessible sources for gift cards, travel, merchandise and other program benefits;

• competitive price pressures;

• general economic conditions;

• customer dissatisfaction;

• credit or debit card holder turnover;

• shifts in customers’ technological demands; and

• client and customer turnover.

Further, we also have experienced a loss of subscribers in our Legacy Membership and Package segment due to the regulatory issues at our financial institution clients, which have and may continue to cause such clients to cancel the membership of certain subscribers. Additionally, we expect to continue to see a net loss of customers in our global customer engagement business as we continue our ongoing strategy to focus on overall profitability and generating higher revenue from each customer rather than the size of our customer base and as we increase our level of marketing investment with non-financial clients and in media where we have less response history from prior marketing efforts, which could result in lower overall consumer response and longevity than what we historically observed from our financial clients or through direct mail. Such a focus on customer concentration enhances the importance of business of individual customers. Failure to obtain new customers who produce revenue at least equivalent to the revenue from the lost customers would result in a reduction in our revenue as well as a decrease in the number of our customers. Because of the large number of customers we have historically needed to replace each year and the concentration of revenues from customers of our largest individual clients, there can be no assurance that we can successfully replace business that we lose with a customer or significant client departure. In addition, even if we are successful in adding new customers or clients with a new customer base to replace lost revenues, our profitability may still decline.

Our business is highly dependent on our existing computer, billing, communications and other technological systems. Any temporary or permanent loss of any of our systems could have a negative effect on our business, financial condition and results of operations.

Our business depends upon ongoing investments in advanced computer database and telecommunications technology as well as our ability to protect our telecommunications and information technology systems against damage or system interruptions from natural disasters, technical failures and other events beyond our control. In order to compete effectively and to meet our clients’ and subscribers’ needs, we must maintain our systems as well as invest in improved technology. A temporary or permanent loss of any of our systems or networks could cause significant damage to our reputation and could result in a loss of revenue and/or key clients.

In addition, we receive data electronically, and this delivery method is susceptible to damage, delay or inaccuracy. A significant portion of our business involves telephonic customer service as well as mailings, both of which depend upon the data generated from our computer systems. Unanticipated problems with our telecommunications and information technology systems may result in a significant system outage or data loss, which could interrupt our operations. Our infrastructure may also be vulnerable to computer viruses, hackers or other disruptions entering our systems from the credit reporting agencies, our clients and subscribers or other authorized or unauthorized sources. Any damage to our telecommunications and information technology systems, failure of communication links or other loss that causes interruption in, or damage to, our operations could impede our ability to market our programs and solutions, result in a loss of subscribers and reduce our revenues and profitability.

If we fail to implement our business strategy successfully, our financial performance could be harmed.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy is to pursue initiatives that maintain and enhance our position as a global leader in the design, administration and fulfillment of comprehensive loyalty and customer engagement programs and solutions that enhance and extend the relationship of millions of consumers with our clients by creating and/or delivering valuable programs and solutions that generate incremental loyalty and to focus on attractive opportunities that will increase our profitability and cash flows. We may not be able to implement our business strategy successfully or achieve the anticipated benefits. If we are unable to do so, our long-term growth, profitability and ability to service our debt may be materially and adversely affected. Even if we are able to implement some or all of the key elements of our business plan successfully, our operating results may not improve to the extent we anticipate, or at all. Implementation of our business strategy could also be affected by a number of factors beyond our control, such as legal developments, government regulation, general economic conditions or increased operating costs or expenses.

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If we are unable to meet the rapid changes in technology, our programs and solutions and proprietary technology and systems may become obsolete.

Due to the cost and management time required to introduce new programs and solutions and enhancements, we may not be able to respond in a timely manner to avoid becoming uncompetitive. Additionally, in loyalty solutions, we are differentiated by our technology platform that supports member management and points accounting functions and delivers a best-in-class experience for member rewards accounts. To remain competitive, we must meet the challenges of the introduction by our competitors of new programs and solutions using new technologies or the introduction of new industry standards and practices. Additionally, the vendors we use to support our technology may not provide the level of service we expect or may not be able to provide their product or service on commercially reasonable terms or at all.

Our business is highly competitive. We may be unable to compete effectively with other companies in our industry that have financial or other advantages and increased competition could lead to reduced market share, a decrease in margins and a decrease in revenue.

We believe that the principal competitive factors in our industry include the ability to identify, develop and offer innovative loyalty and customer engagement programs and solutions, the quality and breadth of the programs and solutions offered, competitive pricing and in-house marketing expertise. Our competitors offer programs and solutions similar to, or which compete directly with, those offered by us. These competitors include, among others,Maritz Loyalty Marketing, Blackhawk, Expedia, Bridge2Solutions, Epsilon, Experian, Equifax, TransUnion, AAA, Lifelock, Intersections, Card Protection Plan, LV8, Plebicom S.A., MobileServ Limited and Lifestyle Services Group. In addition, we could face competition if our current clients were to develop and market their own in-house programs and solutions similar to ours. Furthermore, certain of our clients (who may have greater financial resources and less debt than we do) have attempted, or are attempting, to market and/or provide certain competitive products and solutions to their customers, the marketing and servicing of which historically were provided by us.

Some of these existing and potential competitors have substantially larger customer bases and greater financial and other resources than we do. There can be no assurance that:  

• our competitors will not increase their emphasis on programs and solutions similar to those we offer;

• our competitors will not provide programs and solutions comparable or superior to those we provide at lower costs to customers;

• our competitors will not adapt more quickly than we do to evolving industry trends or changing market requirements;

• new competitors will not enter the market; or

• other businesses (including our current clients) will not themselves introduce in-house programs with greater ability to invest in new technologies and upgrades and solutions similar to those we offer.

In order to compete effectively with all of these competitors, we must be able to provide superior programs and solutions at competitive prices. In addition, we must be able to adapt quickly to evolving industry trends, a changing market, and increased regulatory requirements. Our ability to grow our business may depend on our ability to develop new programs and solutions that generate consumer interest and to offer a technology platform that supports member management and points accounting functions and delivers a best-in-class user experience for member rewards accounts. Failure to do so could result in our competitors acquiring additional market share in areas of consumer interest. Any increase in competition could result in price reductions, reduced gross margin and loss of market share.

Additionally, because contracts between clients and program providers are often exclusive with respect to a particular program, potential clients may be prohibited for a period of time from contracting with us to promote a new program if the benefits and services included in our program are similar to, or overlap with, the programs and solutions provided by an existing program of a competitor.

Our profitability depends on subscribers continuing their relationship with us. Increased loss of subscribers could impair our profitability.

We generally incur losses and negative cash flow during the initial year of an individual subscriber relationship. This is due primarily to the timing of the servicing of the subscriber compared to the timing of billing and collection of cash from the subscriber. In addition, we experience a higher percentage of cancellations during the initial subscription period compared to renewal periods for our subscription programs. Subscribers may cancel their arrangement at any time during the program period and, for our annual bill customers, we are typically obligated to refund the unused portion of their annual program fee. Additionally, an increase in cancellations of our subscribers’ credit and debit cards by their card issuers as a result of payment delinquencies or for any other reason could result in a loss of subscribers and reduce our revenue and profitability. Accordingly, our profitability depends on recurring and sustained renewals and an increase in the loss of subscribers could result in a loss of significant revenues and reduce our profitability.

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We depend on various third-party suppliers to supply certain programs and solutions that we market and to market certain of our programs and solutions on our behalf. The failure of these suppliers for any reason to provide these programs and solutions or market these programs and solutions in accordance with our requirements could result in subscriber dissatisfaction, expose us to increased liability and harm our business, financial condition and reputation.

We depend on various third-party suppliers, including travel and hospitality suppliers and credit content providers, to supply the programs and solutions that we market, and the quality of service they provide is not entirely within our control. If any third-party supplier were to cease operations, or terminate, breach or not renew its contract with us, we may not be able to substitute a comparable third-party supplier on a timely basis or on terms as favorable to us. Additionally, if any third-party supplier suffers interruptions, delays or quality problems, it could result in negative publicity and subscriber dissatisfaction which could reduce our revenues and profitability. As we are generally obligated to continue providing our programs and solutions to our subscribers even if we lose a third-party supplier, any disruption in our program offerings could harm our reputation and result in subscriber dissatisfaction.

Furthermore, we utilize third-party suppliers to market certain of our programs and solutions on our behalf. The failure of any of our third-party suppliers to satisfy our contractual or other requirements, including the failure to comply with applicable laws or regulations, could subject us to private lawsuits or governmental investigations or proceedings, may result in our liability for damages and fines, and/or harm our reputation. If any third-party supplier marketing our programs and solutions on our behalf suffers interruptions, delays or quality problems, it could reduce our revenues and profitability.

With respect to both suppliers that supply certain programs and solutions and suppliers that market certain of our programs and solutions, replacing existing third-party suppliers with more expensive third-party suppliers could increase our costs and reduce our profitability. Additionally, if third-party suppliers increase their prices for their services, it would increase our costs and could result in a reduction of our profitability.

We depend, in part, on payment processors to obtain payments for us. If our payment processors are interrupted or negatively affected in any way it could result in delays in collecting payments or loss of future business and negatively impact our revenues and profitability.

We depend, in part, on payment processors to obtain payments for us. The payment processors operate pursuant to agreements that may be terminated with limited prior notice. In the event a payment processor ceases operations or terminates its agreement with us, there can be no assurance a replacement payment processor could be retained on a timely basis, if at all. Any service interruptions, delays or quality problems could result in delays in our collection of payments, which would reduce our revenues and profitability. Changes to the Visa and MasterCard Rules, the American Express Rules, or other rules and regulations governing card issuers or our clients that negatively impact payment processors’ operations or ability to obtain payments for us, could adversely affect our revenues and profitability. Further, to the extent payment processors or issuing banks suffer a loss of revenues or business as a result of internal policy changes or any future enacted regulations or legislation, our revenues and profitability may be adversely affected.

Our business is increasingly subject to U.S. and foreign government regulation, which could impede our ability to market and provide our programs and solutions and reduce our profitability.

Our U.S. programs and solutions are subject to extensive regulation and oversight by the FTC, the FCC, the CFPB, state attorneys general and/or other state regulatory agencies. Our programs and solutions involve the use of non-public personal information that is subject to federal consumer privacy laws, such as the GLB, and various state laws governing consumer privacy, such as the Financial Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act, and various state laws governing consumer privacy, such as California’s SB-1, SB 1386 and others. Our travel programs and solutions are subject to regulation by the U.S. Department of Transportation, as well as other U.S. laws and regulations governing the offer and sale thereof. The gift cards that we provide to our clients, their customers and subscribers are subject to the Credit Card Accountability Responsibility and Disclosure Act of 2009 and similar state laws, which contain specific disclosure requirements, prohibitions or limitations on the use of expiration dates and the ability to impose certain fees. Additional federal or state laws, including subsequent amendments to existing laws, could impede our ability to market and/or provide our programs and solutions and reduce our revenues and profitability.

Similarly, our operations in the European Economic Area are also often subject to strict regulation and oversight by regulatory agencies, including the FCA in the U.K. In addition, our European and international business, as a whole, is subject to regulation including data protection legislation requiring notification and obtaining consent for certain marketing limitations on the transfer of personal data from and within the European Economic Area and advertising rules regarding the content of marketing. “Distance selling” information and cancellation rules must also be followed in the EU and other international countries when we contract with consumers at a distance including via post, phone, email, text or website. In the latter case, electronic commerce rules also come into play. In the EU, these distance selling and e-commerce rules had to be implemented by each member state no later than June 13, 2014, and include requirements regarding the purchase of goods and services on the internet or by phone. Some of our products in the U.K. also involve the provision of services classified as consumer credit and therefore require additional licenses to be applied for and maintained. Additionally, individuals in the U.K. and other European countries have rights to prevent direct marketing to them by

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telephone, fax or email. Other rules to which we are subject in the European Economic Area include restrictions on what are considered to be unfair or misleading commercial practices and general rules on providing services involving information and basic complaint handling rules to be followed. While many of these rules are based on European Directives, different member states have varying implementation and enforcement approaches which can be difficult to navigate. New rules or changes in existing ones at a European or Member State level in countries where we operate could restrict our current practices resulting in a reduction in our revenues and profitability.

Our global operations are also subject to trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. These trade sanctions generally prohibit U.S. persons, including our controlled international subsidiaries, from engaging in certain types of transactions, such as travel bookings, with designated foreign countries, nationals, organizations, and others, which prohibitions may conflict with laws of other jurisdictions in which we operate. We are also subject to U.S. and international anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other laws in other jurisdictions that prohibit the making, receiving or offering of improper payments or other benefits for the purpose of influencing decisions, obtaining or retaining business, or obtaining preferential treatment and require us to maintain adequate record-keeping and internal controls to ensure that our books and records accurately reflect our transactions. We have implemented policies, training and compliance programs designed to prevent such prohibited practices and transactions, as well as detect such prohibited practices and transactions if they were to occur. However, there can be no assurance that our policies, training and compliance programs will effectively prevent violation of such laws and regulations. Any such violation may subject us to criminal and/or civil penalties, prohibit or limit the conduct of our business in such jurisdictions, and/or disrupt our operations as we develop new compliance procedures, any of which could adversely affect our business, our reputation and our profitability.

Some of our products require us to apply for, renew, and maintain licenses issued by state, federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renew and revoke such licenses. Accordingly, any failure by us to comply with the then current licensing requirements, which may include any determination of financial instability by such regulatory authorities, could result in such regulators denying our initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses we currently possess, which could severely inhibit our ability to market and/or provide these programs and solutions.

Our clients are subject to a wide variety of federal, state and foreign laws and regulations, including banking and privacy laws and supervisory audits and inquiries. Changes in the laws or regulations applicable to our clients or the failure of our clients to comply with such laws and regulations or the outcome of supervisory audits and inquiries have resulted in some of our financial institution clients terminating, and may cause others in the future to terminate, their contracts with us, to cease facilitating payment processing or to cease marketing our programs and solutions to their customers, all of which could have a material adverse impact on our business. In addition, our clients are subject to various federal and state consumer protection laws designed to ensure that consumers are protected from unfair and deceptive marketing practices. Moreover, our financial institution clients are subject to oversight by the Office of the Comptroller of the Currency (the “OCC”), Federal Deposit Insurance Corporation, the CFPB and the FCA as described below. Pursuant to such oversight, the financial institutions are required to oversee their service providers, vendors or products sold to customers of such financial institutions. As a result, our financial institution clients may impose requirements and processes that could impede our ability to market our programs and solutions and reduce our revenues and profitability.

The enactment of Dodd-Frank and the regulations promulgated thereunder, including those implemented by the CFPB, have imposed additional reporting, supervisory and regulatory requirements on, as well as resulted in inquiries of, us and our clients. In addition, the CFPB or other bank oversight federal agencies, such as the OCC and FCA, have issued and may continue to issue rulings or findings or enter into a settlement or consent orders with one or more of our financial institution clients that relate to the programs and solutions we provide to such financial institution, which could adversely affect our marketing with those clients or require changes to our programs and solutions to subscribers and could have a material adverse effect on our business, financial condition and results of operations. Moreover, other financial institutions may view such existing or future rulings, findings, settlements or consent orders as imposing a standard they will comply with. As a result of these regulations, supervisory audits and inquiries, settlements and consent orders, certain financial institution clients have, and others could, delay or cease marketing with us, terminate their agreements with us, require us to cease providing programs and solutions to subscribers, or require changes to our programs and solutions to subscribers that could have a material adverse effect on our business, financial condition and results of operations. In addition, even an inadvertent failure to comply with these laws and regulations, as well as rapidly evolving expected standards, could adversely affect our business or our reputation.

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Compliance with these federal, state and foreign regulations is generally our responsibility, and we could be subject to a variety of enforcement and/or private actions by subscribers or industry associations for any failure to comply with such regulations. Consumer complaints with respect to our industry have resulted in, and may in the future result in, state, federal and foreign regulatory and other investigations. Any changes to applicable regulations could materially increase our compliance costs. The risk of our noncompliance with any rules and regulations enforced by a federal or state consumer protection authority or an enforcement agency in a foreign jurisdiction may subject us (and in some cases our management) to fines, consumer restitution, or various forms of civil or criminal prosecution, any of which could impede our ability to market our programs and solutions and reduce our revenues and profitability. Certain types of noncompliance may also result in giving our clients the right to terminate certain of our contracts or assert claims under our contracts. Also, the media often publicizes perceived noncompliance with consumer protection regulations and violations of notions of fair dealing with customers, and our industry is susceptible to peremptory charges by the media and others of regulatory noncompliance and unfair dealing. For further discussion of current legal and regulatory actions against us, see “—We are subject to legal actions and governmental investigations that could require us to incur significant expenses and, if resolved adversely to us, could impede our ability to market our programs and services, result in a loss of members and end-customers, reduce revenues and profitability and damage our reputation.”

Over the past several years, there has also been proposed legislation in several states and the European Economic Area that may impact our business. Several bills have been proposed in Congress that could restrict the collection and dissemination of personal information for marketing purposes. If such legislation is passed in one or more states or by Congress, it could impede our ability to market our programs and solutions and reduce our revenues and profitability. Legislation relating to consumer privacy may also affect our ability to collect data that we use in providing our programs and solutions, which, among other things, could negatively affect our ability to satisfy our clients’ needs.

We are subject to legal actions and governmental investigations that could require us to incur significant expenses and, if resolved adversely to us, could impede our ability to market our programs and solutions, result in a loss of subscribers, reduce revenues and profitability and damage our reputation.  

We are, or have been, involved in claims, legal proceedings and state, federal and foreign governmental inquiries related to employment matters, contract disputes, business and marketing practices, trademark and copyright infringement claims and other commercial matters. Additionally, certain of our clients have become, and others may become, involved in legal proceedings or governmental inquiries relating to our programs and solutions or marketing practices. As a result, we may be subject to claims under our marketing agreements. For example, on April 7, 2014 and April 9, 2014, Bank of America, N.A. and FIA Card Services, N.A. entered into consent orders (the “OCC and CFPB Consent Orders”) with the OCC and the CFPB, respectively, relating to their credit protection products and identity theft protection products (which included certain of our identity theft protection products). On April 18, 2014, Bank of America, N.A. and FIA Card Services, N.A. commenced an arbitration proceeding against Trilegiant (as defined below) and Affinion pursuant to the terms of the parties’ servicing agreements. In the arbitration proceeding, Bank of America asserted various causes of action and requests for monetary and other relief, including a demand for contractual indemnification of the losses and costs, including in particular customer refunds and reasonable attorneys’ fees that Bank of America incurred related to the OCC and CFPB Consent Orders. On May 16, 2014, Trilegiant commenced two separate arbitration proceedings against Bank of America, asserting that Bank of America breached the parties’ servicing agreements. On July 29, 2016, the arbitrator overseeing the arbitration proceeding denied Trilegiant’s claims, and denied Bank of America’s claims for indemnification related to the consent orders entered into with the OCC and CFPB, but awarded monetary damages to Bank of America and FIA Card Services in the amount of $4.3 million on other claims (unrelated to their indemnification claims) asserted by Bank of America in the arbitration proceeding. Both parties filed motions for reconsideration by the arbitrator of portions of the award. On October 24, 2016, the arbitrator denied both parties’ motions for reconsideration, but reduced the award of monetary damages from $4.3 million to $4.0 million due to a calculation error in the original award. On January 25, 2017, the parties agreed to a Settlement Agreement and Release (“Settlement”) that, among other things, resolved the parties’ disputes without further litigation and released the parties from claims related to the arbitration. As part of the Settlement, Affinion agreed to pay Bank of America $4.0 million, which payment was made on January 31, 2017.

The Company has received in the past, and may receive in the future, inquiries from numerous state attorneys general and U.S. federal agencies and foreign regulatory agencies relating to the marketing of its membership programs and solutions and its compliance with consumer protection statutes. The Company responded to these regulatory bodies’ requests for documents and information and is in active discussions with them regarding their investigations and, in some cases, the resolution of these matters. For example, in September 2014, the Company received a Notice and Opportunity to Respond and Advise letter indicating that the CFPB was considering taking legal action against the Company for violations of Sections 1031 and 1036 of the Consumer Financial Protection Act relating to the Company’s identity theft protection products. In July 2015, the Company entered into a Stipulated Final Judgment and Order (“Consent Order”) settling allegations regarding unfair billing practices related to certain of the Company’s protection products and deceptive retention practices related to these same products. The Consent Order was approved by the court on October 27, 2015. The Consent Order requires a payment by the Company of $1.9 million to the CFPB’s civil penalty fund and approximately $6.75 million in consumer restitution, as well as injunctive provisions against the Company related to certain of its billing and retention practices, which are not expected to have a material effect on the Company. The Company is in full compliance

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with the Consent Order requirements. By way of further example, in January 2015, following voluntary discussions with the FCA, Affinion International Limited (“AIL”), one of our U.K. subsidiaries, and 11 U.K. retail banks and credit card issuers, announced a proposed joint arrangement, which is allowing eligible consumers to make claims for compensation in relation to a discontinued benefit in one of AIL’s products. The proposed arrangement has been approved by a majority of affected consumers who voted at a creditors’ meeting held on June 30, 2015, and has also been approved by the High Court in London on July 9, 2015. The proposed arrangement, which will not result in the imposition of any fines on AIL or the Company, became effective on August 17, 2015 and customers affected were able to submit their claims until March 18, 2016 (and in exceptional circumstances, until September 18, 2016). As of December 31, 2018, substantially all of the compensation had been paid. Settlement or other final resolution of other such governmental regulatory matters may include payment by the Company of the costs of the investigation, restitution to consumers and injunctive relief. For example, as reported in our Current Report on Form 8-K filed with the SEC on October 10, 2013, we entered into a settlement agreement with 47 state attorneys general with respect to the legacy marketing practices in our membership business known as “online data pass” and “live-check marketing.”

While we cannot predict the outcome of pending suits, claims, investigations and inquiries, the cost of responding to and defending such suits, as well as the ultimate resolution of any of these matters, could require us to incur significant expenses and, if resolved adversely to us, could impede our ability to market our programs and services, result in a loss of subscribers, reduce revenues and profitability and damage our reputation and otherwise have a material effect on our business, financial condition and results of operations. There can be no assurance that our accruals for legal actions or governmental investigations will be sufficient to satisfy all related claims and expenses.

We rely on our clients to provide limited customer information to us for certain marketing purposes and to approve our marketing materials. If our clients make significant changes to the materials that decrease results or if they limit the information that they provide to us, our ability to generate new subscribers may be adversely affected.

Certain of our marketing efforts depend, in part, on certain limited customer information being made available to us by our clients. There can be no assurance that our clients will, or will be able to, continue to provide us with the use of such customer information.

Our marketing efforts are largely dependent on obtaining approval of the solicitation materials from our marketing partners. We market our programs and solutions based on tested marketing materials, and any significant changes to those materials that are required by our clients could negatively affect our results. The material terms of each marketing campaign must be mutually agreed upon by the parties. There can be no assurance that we will obtain approvals of our marketing materials from our clients, and the failure to do so could impede our ability to market our programs and solutions, result in a loss of subscribers, and reduce our revenues and profitability.

Our failure to protect private data could damage our reputation and cause us to expend capital and other resources to protect against future security breaches.

Certain of our programs and solutions are based upon the collection, distribution and protection of sensitive private data. Such data is maintained by the Company, as well as by certain of our third-party suppliers that provide components for our programs and solutions or assist in the billing for membership programs and solutions. Although we maintain a global risk management program to minimize the risks of a data breach, including conducting periodic audits of the security risk programs of our third-party suppliers, unauthorized users might access or disrupt that data, and human error or technological failures might cause the wrongful dissemination or disruption of that data. If we experience a security breach, the integrity of certain of our programs and solutions may be affected and such a breach could violate certain of our client agreements. We have incurred, and may incur in the future, significant costs to protect against the threat of a security breach. Although we maintain insurance coverage for certain computer network security and privacy-related risks, we may also incur significant costs to alleviate problems that may be caused by future breaches. Any breach or perceived breach could subject us to legal claims from clients or subscribers under laws (such as California’s SB 1386 and regulations promulgated by the FCA and European data protection regimes) that govern breaches of electronic data systems containing non-public personal information. There is no assurance that we would prevail in such litigation. Moreover, any public perception that we have engaged in the unauthorized release of, or have failed to adequately protect, private information could adversely affect our ability to attract and retain clients and subscribers. In addition, unauthorized third parties might alter information in our databases, which would adversely affect both our ability to market our programs and solutions and the credibility of our information.

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Despite increased security and enhanced monitoring, we face the risk of systems failures as well as cybersecurity risks, including “hacking.”

The computer systems and network infrastructure we and others use could be vulnerable to unforeseen problems in contexts other than privacy protection. These problems may arise in both our internally developed systems and the systems of our third-party service providers. Our operations are dependent upon our ability to protect computer equipment against damage from fire, power loss or telecommunication failure. In the past, we experienced a cybersecurity breach that impacted our operational systems, and cannot provide assurance that we will not in the future experience cybersecurity breaches. Any damage or failure that causes an interruption in our operations could adversely affect our business. In addition, our computer systems and network infrastructure present security risks, and could be susceptible to hacking.

Our success and growth depends to a significant degree upon intellectual property rights.

We have a significant intellectual property portfolio and have allocated considerable resources toward intellectual property maintenance, prosecution and enforcement. We may be unable to deter infringement or misappropriation of our data and other proprietary information, detect unauthorized use or take appropriate steps to enforce our intellectual property rights. Any unauthorized use of our intellectual property could make it more expensive for us to do business and consequently harm our business. Failure to protect our existing intellectual property rights may result in the loss of valuable technologies or having to pay other companies for infringing on their intellectual property rights. We rely on patent, trade secret, trademark and copyright law as well as judicial enforcement to protect such technologies. Some of our technologies are not covered by any patent or patent application. In addition, our patents could be successfully challenged, invalidated, circumvented or rendered unenforceable. Furthermore, pending patent applications may not result in an issued patent, or if patents are issued to us, such patents may not provide meaningful protection against competitors or against competitive technologies. We also license patent rights from third parties. To the extent that such third parties cannot protect and enforce the patents underlying such licenses or, to the extent such licenses are cancelled or not renewed, our competitive position and business prospects may be harmed.

We could face patent infringement claims from our competitors or others alleging that our processes or programs and solutions infringe on their proprietary technology. If we were subject to an infringement suit, we may be required to (1) incur significant costs to license the use of proprietary technology, (2) change our processes or programs or (3) stop using certain technologies or offering the infringing program entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could cause our subscribers to seek other programs and solutions that are not subject to infringement suits. Any infringement suit could result in significant legal costs and damages, impede our ability to market or provide existing programs and solutions or create new programs and solutions, reduce our revenues and profitability and damage our reputation.

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some foreign countries. In some countries we do not apply for patent, trademark, or copyright protection. We also rely upon unpatented proprietary expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, such confidentiality agreements could be breached and may not provide meaningful protection for our trade secrets or proprietary expertise. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and expertise. In addition, others may obtain knowledge of our trade secrets through independent development or other access by legal means. The failure of our patents or confidentiality agreements to protect our processes, apparatuses, technology, trade secrets and proprietary expertise and methods could jeopardize our critical intellectual property, which could give our competitors an advantage in the marketplace, reduce our revenues and profitability and damage our reputation.

We depend, in part, on the postal and telephone services we utilize to market and service our programs and solutions. An interruption of, or an increase in the billing rate for, such services could adversely affect our business.

We depend, in part, on the postal and telephone services we utilize to market and service our programs and solutions. An interruption of, or an increase in the billing rate for, such services could increase our costs and expenses and reduce our profitability.

We market and service our programs and solutions by various means, including through mail and via telephone. Accordingly, our business is dependent on the postal and telephone services provided by the U.S. Postal Service and international postal service, and various local and long distance telephone companies. Any significant interruption of such services or any limitations in their ability to provide us with increased capacity could impede our ability to market our programs and services, result in a loss of subscribers and reduce our revenues and profitability. In addition, the U.S. Postal Service and international postal service increase rates periodically and significant increases in rates could adversely impact our business.

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We may not realize anticipated benefits from future acquisitions or have the ability to complete future acquisitions.

From time to time, we pursue acquisitions as a means of enhancing our scale and market share. In general, the success of our acquisition strategy will depend upon our ability to find suitable acquisition candidates on favorable terms and to finance and complete these transactions. In addition, upon completion of an acquisition, we may encounter a variety of difficulties, including trouble integrating the acquired business into our operations, the possible defection of key employees or of a significant number of employees, the loss in value of acquired intangibles, the diversion of management’s attention and unanticipated problems or liabilities. These difficulties may adversely affect our ability to realize anticipated cost savings and revenue growth from our acquisitions. In addition, any future acquisitions may not be as accretive to our earnings as we expect or at all, and may negatively impact our results of operations through, among other things, the incurrence of debt to finance any acquisition, non-cash write-offs of goodwill or intangibles and increased amortization expenses in connection with intangible assets. Acquisition integration activities can also put further demands on management, which could negatively impact operating results.

Our international operations are subject to additional risks not encountered when doing business in the U.S., and our exposure to these risks will increase as we expand our international operations.

We have a limited history of conducting certain of our international operations, which involve risks that may not exist when doing business in the U.S. In order to achieve widespread acceptance in each country we enter, we must tailor our programs and solutions to the unique customs and cultures of that country. Learning the customs and cultures of various countries, particularly with respect to consumer preferences, is a difficult task and our failure to do so could slow our growth in international markets.

In addition, we are subject to certain risks as a result of having international operations, and from having operations in multiple countries generally, including:  

• fluctuations in foreign currency exchange rates;

• difficulties in staffing and managing operations due to distance, time zones, language and cultural differences, including issues associated with establishing management systems infrastructure in various countries;

• differences and unexpected changes in regulatory requirements and exposure to local economic conditions;

• preference of local populations for local providers;

• diminished ability to legally enforce our contractual rights;

• currency exchange restrictions;

• withholding and other taxes on remittances and other payments by subsidiaries; and

• changes to tax laws or regulations in countries where our international businesses operate.

We cannot assure you that one or more of these factors will not have a material adverse effect on our international operations and consequently on our business, financial condition and results of operations.

We have historically experienced net losses and negative working capital.

Since the consummation on October 17, 2005 of the 2005 Acquisition by Affinion of Affinion Group, LLC (known as Cendant Marketing Group, LLC prior to the consummation of the 2005 Acquisition) and Affinion International (known as Cendant International Holdings Limited prior to the consummation of the 2005 Acquisition), we have had a history of net losses and negative working capital. For the years ended December 31, 2018, 2017 and 2016, we had net income (loss) attributable to us of $302.1 million, $(25.2) million and $15.7 million, respectively. We may incur net losses in future periods. Our working capital (deficit) as of December 31, 2018 and 2017 was $1.7 million and $(42.0) million, respectively.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes will be limited.

As part of the 2005 Acquisition, we made a special tax election referred to as a “338(h)(10) election” with respect to the Predecessor, a division of Cendant. Under the 338(h)(10) election, the companies constituting the Predecessor were deemed for U.S. federal income tax purposes to have sold and repurchased their assets at fair market value. By adjusting the tax basis in such assets to fair market value for U.S. federal income tax purposes, the aggregate amount of our tax deductions for depreciation and amortization increased, which we expect to reduce our cash taxes in the future. We expect that tax deductions attributable to the 338(h)(10) election, and certain other amortizable assets, to be up to approximately $108.0 million for 2019 and $86.0 million for 2020. However, our ability to utilize these deductions in any taxable period will be limited by the amount of taxable income we earn in such period. In addition, we expect that the Company will, pursuant to Section 382 of the Internal Revenue Code, undergo an “ownership change” (generally defined as a greater than 50% change (by value) in our stock ownership within a three-year period) as a result of the consummation of the 2019 Exchange Offer. Thus, our ability to use our pre-change net operating loss carryforwards (including those attributable to the 338(h)(10) election) and certain other pre-change tax attributes to offset our postchange income may be limited. Similar rules and limitations may apply for state tax purposes as well. The rules under Section 382 are highly complex, and we cannot give you any assurance that any transfers of our stock will not trigger an “ownership change” and cause such limitation to apply.

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There currently exists no market for our New Common Stock or New Penny Warrants. If an active trading market does not develop for our New Common Stock and/or New Penny Warrants, it may be difficult for you to sell New Common Stock and/or New Penny Warrants.

The New Common Stock issued in connection with the 2019 Exchange Offer and pursuant to the 2019 Rights Offering, and the New Penny Warrants issued in lieu thereof, are not registered under the Securities Act (as defined below). Accordingly, New Common Stock and New Penny Warrants may only be offered or sold pursuant to an exemption from the registration requirements of the Securities Act or pursuant to an effective registration statement. There is currently no established trading market for our New Common Stock or New Penny Warrants and we cannot assure you that an active trading market will develop. As a result, you may not be able to sell your New Common Stock or New Penny Warrants at its fair market value or at all. Future trading prices of our New Common Stock and New Penny Warrants will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. The liquidity of any market for our New Common Stock will depend upon various factors, including:

• the number of holders of New Common Stock, as applicable;

• the interest of securities dealers in making a market for New Common Stock;

• the overall market for similar classes of securities;

• our financial performance or prospects; and

• the performance and prospects for companies in our industry generally.

We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay any dividends to holders of New Common Stock, even if permitted to do so.

Our future success depends on our ability to retain our key employees.

We are dependent on the services of Todd H. Siegel, our Chief Executive Officer, and other members of our senior management team to remain competitive in our industry. The loss of Mr. Siegel or any other member of our senior management team could have an adverse effect on us. There is a risk that we will not be able to retain or replace these key employees. All of our current executive officers are subject to employment conditions or arrangements that contain post-employment non-competition provisions. However, these arrangements permit the employees to terminate their employment.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We are currently headquartered in Stamford, Connecticut in a 140,000 square foot facility that houses management offices as well as the marketing and sales operations for our largest customers. Our data center operations are spread across various locations in the United States as well as various international locations. The table below lists all of our facilities as of December 31, 2018, all of which are leased.

Location	Function
U.S. Facilities
Stamford, CT	Global Headquarters
Boise, ID	Vacant
Chicago, IL	Sales and Marketing
Eden Prairie, MN	Connexions Operations and Software Development
Franklin, TN	Administration
Glen Allen, VA	Connexions Headquarters
Plano, TX	Software Development
San Carlos, CA	Vacant
St. Louis, MO	Call Center
Trumbull, CT	Vacant
Tulsa, OK (2 sites)	Call Center
Westerville, OH	Call Center and Gift Card Fulfillment

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Location	Function
International Facilities
Slough, United Kingdom	Global Customer Engagement Headquarters, Administration, Operations, Sales and Marketing
Amsterdam, Holland	Sales and Marketing
Copenhagen, Denmark	Sales and Marketing
Hamburg, Germany	Sales, Marketing and Call Center
Helsinki, Finland	Sales and Marketing
Hong Kong, China	Connexions, Sales and Marketing
Istanbul, Turkey	Sales, Marketing and Call Center
Johannesburg, South Africa	Administration, Sales and Marketing
Kettering, United Kingdom	Administration, Sales and Call Center
London, United Kingdom	Sales and Marketing
Madrid, Spain	Sales and Marketing
Manila, Philippines (2 sites)	Call Centers
Mexico City, Mexico	Sales and Marketing
Milan, Italy	Sales
Nyon, Switzerland	Administration, Sales and Marketing
Oslo, Norway	Sales, Marketing and Call Center
Paris, France	Sales, Marketing and Call Center
Portsmouth, United Kingdom	Administration, Operations, Sales, Print and Call Center
Pune, India	Software Development
São Paulo, Brazil	Sales and Marketing
Stockholm, Sweden	Sales and Marketing

We have non-cancelable operating leases covering various facilities and equipment. Our rent expense for the years ended December 31, 2018, 2017 and 2016 was $15.3 million, $15.6 million and $15.3 million, respectively.

Item 3.Legal Proceedings

Litigation

In the ordinary course of business, the Company is involved in claims, governmental inquiries and legal proceedings related to employment matters, contract disputes, business practices, trademark and copyright infringement claims and other commercial matters. The Company is also a party to lawsuits which were brought against it and its affiliates and which purport to be a class action in nature and allege that the Company violated certain federal or state consumer protection statutes (as described below). The Company intends to vigorously defend itself against such lawsuits.

On August 27, 2010, a former member of Webloyalty’s membership programs filed a putative class action lawsuit against Webloyalty, one of its former clients, and one of the credit card associations in the United States District Court for the District of Connecticut (the “Connecticut District Court”). The plaintiff alleged that Webloyalty’s enrollment of the plaintiff using debit card information obtained from a third party via data pass, and not directly from the plaintiff, was deceptive. The plaintiff seeks to represent a nationwide class of consumers whose credit or debit card data was transferred to Webloyalty via data pass on or after October 1, 2008. The complaint, which was amended several times, asserted, among others, claims for violations of the Electronic Funds Transfer Act (“EFT”), the Electronic Communications Privacy Act (“ECPA”), and the Connecticut Unfair Trade Practices Act (“CUTPA”) as well as other common law claims. On October 15, 2015, the Connecticut District Court entered judgment dismissing all claims with prejudice. The plaintiff appealed that judgment to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). On December 20, 2016, the Second Circuit affirmed the Connecticut District Court’s dismissal in part, but reversed and remanded the dismissal of claims against Webloyalty and its former client under CUTPA and the EFT. The defendants have answered the remaining counts of the complaint and denied any liability. The defendants have also filed a motion for judgment on the pleadings on the plaintiff’s CUTPA claim, and for summary judgment on his EFT claim. On October 26, 2018, the Connecticut District Court entered summary judgment for defendants on the EFT claim, declined to exercise supplemental jurisdiction over the CUTPA claim, and dismissed the CUTPA claim without prejudice. The Connecticut District Court also directed the clerk to close the file. On December 6, 2018, the plaintiff noticed an appeal to the Second Circuit.

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On June 7, 2012, a factually similar class action lawsuit was filed against Webloyalty in the U.S. District Court for the Southern District of California (the “District Court of S.C.”). After filing several amended complaints, the plaintiff asserted a variety of claims, including claims under the EFT, the ECPA, California Business and Professional Code § 17200, et seq. (the “CBPC”), CUTPA, various privacy statutes, and common law. The plaintiff did so on behalf of a purported nationwide class of consumers whose credit or debit card information was obtained by Webloyalty via data pass, and had their credit or debit cards charged on or after October 1, 2008. On June 22, 2015, the District Court of S.C. entered judgment dismissing the plaintiff’s federal claims with prejudice, and his state claims without prejudice. The plaintiff appealed that judgment to the United States Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). On March 28, 2017, the Ninth Circuit affirmed the dismissal of the plaintiff’s ECPA and privacy-based state law claims, but reversed and remanded the dismissal of other claims, including the plaintiff’s claims under the EFT, CBPC, and CUTPA. On September 5, 2017, the plaintiff filed a third amended complaint, which asserts the claims that were remanded by the Ninth Circuit. Webloyalty has answered the complaint and denied all liability. On June 29, 2018, the plaintiff moved for class certification on his claims for violation of the EFT on behalf of a nationwide class, and on his claims for conversion, and violation of CBPC on behalf of a California class. On March 15, 2019, the court denied that motion. The action remains pending, but as an individual action on behalf of a single plaintiff and not on behalf of a class.

On May 11, 2016, Kohl’s Department Stores, Inc. (“Kohl’s”) filed a third-party complaint against Trilegiant in the United States District Court for the Eastern District of Pennsylvania (the “District Court of E. Pa.”), alleging claims for indemnification, contribution and breach of contract. The third-party complaint arises in a case filed in the same court on February 13, 2015, in which a putative class action has been brought against Kohl’s and the issuer of Kohl’s credit cards alleging breach of the covenant of good faith and fair dealing and unjust enrichment. Kohl’s third-party complaint alleged that Trilegiant breached alleged obligations to Kohl’s under a marketing agreement between Trilegiant and Kohl’s through which a Trilegiant membership program was offered to Kohl’s credit card customers, including Trilegiant’s purported obligation under that agreement to indemnify Kohl’s and participate in its defense of the class action. Kohl’s third-party complaint sought damages from Trilegiant, including amounts for which Kohl’s may be liable to the named plaintiffs or the putative class in the class action relating to their claims pertaining to Trilegiant’s membership program and Kohl’s costs, including attorney fees, of defending against such claims. On March 1, 2017, the parties entered into a settlement and release wherein Trilegiant agreed to make a payment to Kohl’s of approximately $0.3 million and to pay 30% of Kohl’s on-going legal fees in the putative class action, capped at $0.4 million (excluding Trilegiant’s initial payment of approximately $0.3 million), to resolve Kohl’s indemnification, contribution and breach of contract claims against Trilegiant with respect to fees and expenses that Kohl’s has incurred or will incur in connection with its defense of the putative class action. Kohl’s reserved its right to seek indemnity from Trilegiant for any liability Kohl’s may incur to the plaintiffs in the putative class action relating to Trilegiant’s membership program. The third-party complaint was dismissed without prejudice by stipulation of the parties on March 10, 2017.

On August 18, 2016, Lion 2004 Receivables Trust (“Lion”) filed a complaint in the United States District Court for the State of Delaware (the “District Court of Delaware”) against Long Term Preferred Care, Inc. (“LTPC”), a company that used to be a subsidiary of Affinion Benefits Group, LLC (“ABG”). In the complaint, Lion alleged that LTPC made certain inaccurate representations and warranties in connection with a Commission Purchase Agreement, dated as of December 30, 2004, between LTPC and Lion. Lion sought indemnification and damages, among other things. LTPC filed a motion to dismiss in response to the complaint on October 24, 2016. On March 20, 2017, a magistrate judge recommended that the District Court of Delaware deny LTPC’s motion to dismiss. On August 31, 2017 the District Court of Delaware adopted the magistrate’s recommendation denying LTPC’s motion to dismiss. On September 14, 2017, LTPC filed its Answer and Defenses to the complaint. Pursuant to the Company’s purchase agreement with Cendant, the Cendant Entities (as such terms are defined in Note 17—Related Party Transactions in the audited consolidated financial statements included elsewhere herein) have agreed to indemnify ABG for any liability relating to this matter. The matter was settled on March 28, 2019 and LTPC was fully indemnified.  

On November 30, 2015, PNC Bank, N.A. (“PNC”) filed a pleading called a Praecipe for Writ of Summons (the “Writ”) in the Court of Common Pleas of Allegheny County, Pennsylvania, naming as defendants Trilegiant Corporation, ABG, Affinion and/or Affinion Holdings. The parties participated in a non-binding mediation on September 13, 2016. The parties were unable to resolve their dispute in the mediation. On November 18, 2016, PNC filed a complaint in the Pennsylvania Court of Common Pleas against Trilegiant for indemnification, breach of contract, unjust enrichment and breach of implied covenant of good faith and fair dealing. The complaint also alleges negligence and intentional misconduct by other Affinion entities. These claims arise out of consent orders that PNC entered into with the OCC to settle the OCC’s Section 5 claim against it. According to PNC, the damages it incurred pursuant to those consent orders were the result of Trilegiant’s failure to properly service PNC’s customers. Trilegiant’s preliminary objections to PNC’s complaint were filed on January 12, 2017. On January 30, 2017, the case was transferred from the Pennsylvania Court of Common Pleas to the Commerce Court and Complex Litigation Center. Oral argument on Trilegiant’s preliminary objections was held on May 9, 2017. On May 25, 2017, the court issued its opinion, dismissing some claims, but keeping the indemnification and unjust enrichment claims. On June 19, 2017, the defendants filed their answer. Discovery is ongoing.

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On November 19, 2018, Hartford Life and Accident Insurance Company (“Hartford”) served Franklin Madison Group, formerly ABG (“Franklin Madison”), with a complaint in Superior Court for the Judicial District of Hartford, Connecticut. The complaint alleges breach of contract arising out of a May 24, 2004 Administrative Services Agreement and Contingent Commission Agreement (the “Hartford Matter”). Pursuant to the 2018 Membership Interest Purchase Agreement in connection with the sale of ABG, the Company agreed to assume the defense and indemnify the purchaser for the Hartford Matter. The case has been moved to the complex litigation docket and discovery is underway.

Other Contingencies

From time to time, the Company receives inquiries from federal and state agencies, which may include the FTC, the FCC, the CFPB, state attorneys general and other state regulatory agencies. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings. Additionally, certain of our clients have become, and others may become, involved in legal proceedings or governmental inquiries relating to our programs and solutions or marketing practices. As a result, we may be subject to claims under our marketing agreements, and as of December 31, 2018 we have accrued $4.6 million for certain asserted claims, including claims for which no litigation has been commenced.

From time to time, our international operations also receive inquiries from consumer protection, insurance or data protection agencies. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings.

During the year ended December 31, 2017, a charge of $23.2 million was recorded relating to a cyber theft. An insurance claim related to this cyber theft is currently being pursued with the Company’s carriers and we expect a recovery in a future period which will be recorded when realizable.  

The Company believes that the amount accrued for the above litigation and contingencies matters is adequate, and the reasonably possible loss beyond the amounts accrued will not have a material effect on its consolidated financial statements, taken as a whole, based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that accruals are adequate and it intends to vigorously defend itself against such matters, unfavorable resolution could occur, which could have a material effect on the Company’s consolidated financial statements, taken as a whole.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is no established trading market for our New Common Stock that was issued on April 10, 2019. On June 6, 2016, our Existing Common Stock was approved for quotation on the OTCQX, the top tier of the three markets that comprise OTC Link LLC, an electronic inter-dealer quotation system that displays quotes, last sale prices and volume information in exchange-listed securities, over-the-counter equity securities, foreign equity securities and certain corporate debt securities. We delisted our Existing Common Stock from the OTCQX on April 10, 2019 and intend to terminate the registration under Section 12(g) of the Exchange Act of the Existing Common Stock promptly following the filing of this Report. Upon consummation of the 2019 Recapitalization on April 10, 2019, the Existing Common Stock, the Class C Common Stock and the Class D Common Stock were cancelled. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein. As of April 10, 2019, following the Merger (as defined below), Affinion Holdings had outstanding (i) 725,678 shares of New Common Stock, par value $0.000001 per share and (ii) New Penny Warrants to purchase 10,522,940 shares of New Common Stock. Such shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold absent registration or pursuant to an exemption therefrom. Affinion Holdings has entered into the New Registration Rights Agreement (as defined below), pursuant to which Affinion Holdings has granted the holders the right, under certain circumstances and subject to certain restrictions, to require Affinion Holdings to register under the Securities Act the shares of New Common Stock that are held or acquired by them. For a description of the New Registration Rights Agreement, see “Item 13. Certain Relationships and Related Transactions, and Director Independence—New Registration Rights Agreement.” As of April 10, 2019 there were 18 holders of record of our New Common Stock.

Dividends

During 2018, 2017 and 2016, we made no cash distributions to our shareholders, and we do not currently plan to make any cash distributions to our shareholders in the foreseeable future. We are a holding company and have no direct operations and no significant assets other than ownership of 100% of the stock of Affinion. Any declaration and payment of any future dividends will be at the sole discretion of the Company’s Board of Directors (the “Board” or “Board of Directors”) after taking into account various factors, including legal requirements, contractual restrictions contained in our equity-related documents, Affinion’s ability to make payments to us, our financial condition, operating results, free cash flow, available cash and current and anticipated cash needs. The terms of Affinion’s Amended Credit Agreement and the New Notes Indenture significantly restrict Affinion and its subsidiaries from paying dividends and otherwise transferring assets to us, which significantly limits our ability to pay dividends on our Common Stock. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources.”

Recent Sales of Unregistered Securities

None during the period covered by this Report. See “Item 9B. Other Information” for sales that occurred after the date of this Report in connection with the 2019 Recapitalization.

Issuer Purchases of Equity Securities

None during the period covered by this Report. See “Item 9B. Other Information” for sales that occurred after the date of this Report in connection with the 2019 Recapitalization.

Item 6. Selected Financial Data

The following table presents our selected historical consolidated financial data for the periods indicated. The following information should be read in conjunction with, and is qualified by reference to, the section entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements and the notes thereto included elsewhere herein.

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The consolidated balance sheet data of Affinion Holdings as of December 31, 2018 and 2017 and the related consolidated statements of comprehensive income (loss) data of Affinion Holdings for each of the three years in the period ended December 31, 2018 are derived from our audited consolidated financial statements and the notes thereto included elsewhere herein.

	For the Year Ended December 31,
	2018			2017			2016			2015			2014
	(in millions, except per share amounts)
Consolidated Statement of Comprehensive Income    (Loss) Data:
Net revenues	$	699.8		$	724.1		$	742.0		$	938.5		$	1,017.0
Income (loss) from continuing operations		59.5			66.3			57.3			(29.9	)		(279.2	)
Net income (loss) attributable to Affinion Group    Holdings, Inc. (1) (2)		302.1			(25.2	)		15.7			135.3			(428.7	)
Earnings (loss) per share attributable to holders of    Common Stock (1) (2)
Basic earnings (loss) per share from continuing    operations	$	(10.69	)	$	(3.92	)	$	(2.26	)	$	91.95		$	—
Diluted earnings (loss) per share from continuing    operations	$	(10.69	)	$	(3.92	)	$	(2.26	)	$	91.95		$	—
Earnings (loss) per share attributable to holders of Class A    and Class B Stock
Basic earnings (loss) per share from continuing    operations	$	—		$	—		$	—		$	(0.20	)	$	(5.14	)
Diluted earnings (loss) per share from continuing    operations	$	—		$	—		$	—		$	(0.13	)	$	(5.14	)
Cash distributions to common shareholders	$	—		$	—		$	—		$	—		$	—
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents (excludes restricted cash)	$	84.7		$	39.5		$	37.3		$	55.2		$	31.9
Working capital (deficit)		1.7			(42.0	)		(69.9	)		(87.3	)		(192.2	)
Total assets		682.0			766.9			738.9			804.3			1,019.6
Total debt		1,573.0			1,901.2			1,863.6			1,894.6			2,272.7

(1) A gain on sale of business, net of tax of $443.0 million, or $32.51 per share attributable to common stockholders was recorded in 2018 related to the ABG Sale (as defined below).

(2) An income tax benefit of $25.5 million, or $2.14 per share attributable to common stockholders was recorded in 2017 related to the impact of the TCJA (as defined below).

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. See “—Cautionary Statements for Forward-Looking Information.”

Introduction

Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is provided as a supplement to and should be read in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of our operations. The MD&A is organized as follows:

• Overview. This section provides a general description of our business and operating segments, as well as recent developments that we believe are important in understanding our results of operations and financial condition and in anticipating future trends.

• Results of operations. This section provides an analysis of our results of operations for the years ended December 31, 2018 to 2017 and December 31, 2017 to 2016. This analysis is presented on both a consolidated basis and on an operating segment basis.

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• Financial condition, liquidity and capital resources. This section provides an analysis of our cash flows for the years ended December 31, 2018, 2017 and 2016, and our financial condition as of December 31, 2018, as well as a discussion of our liquidity and capital resources.

• Critical accounting policies. This section discusses certain significant accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2—Summary of Significant Accounting Policies in the audited consolidated financial statements included elsewhere herein.

Overview

Description of Business

Affinion Holdings develops programs and solutions that motivate and inspire loyalty. Through our proprietary technology platforms and end-to-end customer service capabilities, we design, administer and fulfill loyalty and customer engagement programs and solutions that strengthen and expand the value of customer relationships for many of the world’s largest and most respected companies. Our programs and solutions include:

• Loyalty solutions that help reward, motivate and retain consumers. We create and manage any and all aspects of our clients’ points-based loyalty programs, including design, platform, analytics, points management and fulfillment. Our loyalty solutions offer relevant, best-in-class rewards (such as travel, gift cards and merchandise) to consumers enabling clients to motivate, retain and thank their best customers. For example, our platform and technology support points-based programs for financial services, automotive, gaming, travel and hospitality companies.

• Customer engagement programs and solutions that address key consumer needs such as greater peace of mind and meaningful savings for everyday purchases. We provide these solutions to leading companies in the financial institution, telecommunications, ecommerce, retail and travel sectors globally. These differentiated programs help our clients enrich their offerings to drive deeper connections with their customers, and to encourage their customers to engage more, stay loyal and generate more revenue for our clients. For example, we develop and manage programs such as identity theft protection, credit monitoring, savings on everyday purchases, concierge services, discount travel services and roadside assistance.

The Company had a domestic insurance business that served as a leading third-party agent, administrator and marketer of certain accident and life insurance solutions. As discussed further in Note 4—Discontinued Operations in the audited consolidated financial statements included elsewhere herein, we completed the sale of the domestic insurance business, which comprised substantially all of our Insurance Solutions operating segment, on August 15, 2018. The divestiture of the domestic insurance business marked an additional step in our strategic plan and ongoing transformation into a pure-play loyalty solutions company.

Our financial business model is characterized by substantial recurring revenues. We generate revenue primarily in three ways:

• Fee for service: we generate revenues from our clients through our loyalty business by designing (management, analytics and customer experience) and administering points-based loyalty programs on a platform licensing, fee-for-service basis. We also generate revenues for desired customer engagement programs and solutions, typically through a licensing and/or per-user fee.

• Commission or transaction fee: we earn a commission from our suppliers and/or a transaction fee from our clients based on volume for enabling or executing transactions such as fees generated from loyalty points related purchases and redemption. We can also generate revenues based on a per-subscriber and/or a per-activity commission fee from our clients for our services.

• Subscription: we generate revenues through the sale of our value-added subscription-based programs and solutions to the customers of our clients whom we bill on a monthly, quarterly or annual basis.

Global Reorganization

Effective January 1, 2016, we implemented a new globalized organizational structure (the “Global Reorganization”) to better support our key strategic initiatives and enhance long-term revenue growth. This organizational structure allows us to combine similar lines of business on common platforms and shared infrastructures on a global basis to drive best practices and efficiencies with meaningful cost savings. In addition, we no longer materially invest in lines of business that we believe are not essential to our long-term growth prospects. We remain committed to our business strategy of pursuing initiatives that maintain and enhance our position as a global leader in loyalty and customer engagement solutions. The implementation of the Global Reorganization and divestiture of the domestic insurance business marked major steps in our strategic plan and ongoing transformation into a pure-play loyalty solutions company.

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We have the following three operating segments:

• Global Loyalty.  This segment consists of all of our loyalty assets globally in which we are a provider of end-to-end loyalty solutions that help clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfilment and redemption across multiple channels.

In this operating segment, we create and manage any and all aspects of our clients’ loyalty programs including program design, program management, technology platform, data analytics, points administration and rewards fulfillment. We manage loyalty solutions for points-based loyalty programs for many large financial institutions and other significant businesses. We provide our clients with solutions that meet the most popular redemption options desired by their program points holders, including travel, gift cards and merchandise. Our loyalty programs are private-label, customizable, full-service rewards solutions that consist of a variety of configurations that are offered on a stand-alone and/or bundled basis depending on customer requirements.

We provide and manage reward products for loyalty programs through Connexions, our wholly-owned subsidiary, which is a service provider for points-based loyalty programs. We typically charge a per-subscriber and/or a per-activity administrative fee to clients for our services. Connexions also provides clients with the ability to offer leisure travel as a subscriber benefit in a purchase environment, and a travel gift card which can be used on all travel components, including airfare, rental car, hotel stays and cruise vacations.

• Global Customer Engagement.  This segment consists of our customer engagement business, in which we are a leading global solutions provider that delivers a flexible mix of benefits and services for our clients that meet customers’ needs, including products that are designed to help consumers save money and gain peace of mind.

Through our global customer engagement operations, we create and manage innovative programs and solutions that address key consumer needs such as greater peace-of-mind and meaningful savings. We provide our solutions to leading companies in the financial institution, telecommunications, retail and travel sectors globally.

Our customer engagement solutions may be categorized in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is a fee-for-service or transactional based model.

In the revenue enhancement model, we provide incremental services for our clients to monetize their customer base. We also partner with clients to customize benefits that resonate with their brand and their customers’ needs.

In the engagement solutions model, we help clients differentiate their products and build strong customer relations. We also bundle appropriate rewards and benefits along the lifecycle of clients’ customers to create intimate, reciprocal connections that drive purchase decisions, interaction and participation over time.

• Legacy Membership and Package.  This segment consists of certain global membership and package programs that are no longer being actively marketed but continue to be serviced and supported. This segment includes membership programs that were marketed with many of our large domestic financial institution partners. Although we will continue to service these members, we expect that cash flows and revenues will decrease over time due to the anticipated attrition of the member base in this operating segment.

Factors Affecting Results of Operations and Financial Condition

Competitive Environment

We are a leading loyalty and customer engagement solutions company with value-added programs and services with a network of approximately 2,900 clients as of December 31, 2018, approximately 44.3 million subscribers and end-customers enrolled in our customer engagement and insurance programs worldwide and approximately 24.4 million customers who received credit or debit card enhancement services and loyalty points-based management and redemption services as of December 31, 2018. We believe our portfolio of programs and benefits is the broadest in the industry, and that we are capable of providing the full range of administrative services for loyalty points programs. At December 31, 2018, we offered 13 core products and services with 210 unique benefits and supported more than 4,100 versions of products and services representing different combinations of pricing, benefit configurations and branding.

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Our competitors include any company seeking direct and regular access to large groups of customers through any direct marketing channel, as well as any company capable of managing loyalty points programs or providing redemption options for those programs. Our products and services compete with those marketed by financial institutions and other third parties who have marketing relationships with our competition, including large, fully integrated companies that have financial, marketing and product development resources that are greater than ours. We compete for significant portfolios of large clients with needs that are suited to scalable servicing and that demand superior customer service and offerings for a material portion of their business. We face competition in all areas of our business, including price, product offerings and product performance. As a whole, the direct marketing services industry is extremely fragmented, while competition in loyalty points program administration is somewhat more concentrated. Most companies in the direct marketing services industry are relatively small and provide a limited array of products and services. In general, competition for the consumer’s attention is intense, with a wide variety of players competing in different segments of the direct marketing industry. More specifically, competition within our business lines comes from companies that vary significantly in size, scope and primary core competencies.

Financial Industry Trends

Historically, financial institutions have represented a significant majority of our marketing partner base. Consumer banking is a highly regulated industry, with various federal, state and international authorities governing various aspects of the marketing and servicing of the products we offer through our financial institution partners.

For instance, Dodd-Frank mandates the most wide-ranging overhaul of financial industry regulation in decades. Dodd-Frank created the CFPB which became operational on July 21, 2011, and has been given authority to regulate all consumer financial products sold by banks and non-bank companies. These regulations have imposed additional reporting, supervisory, and regulatory requirements on our financial institution clients which have adversely affected our business, financial condition and results of operations. In addition, even an inadvertent failure of our financial institution clients to comply with these laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could adversely affect our business or our reputation going forward. Some of our clients have become involved in governmental inquiries that include our products or marketing practices. As a result, certain financial institution clients have, and others could, delay or cease marketing with us, terminate their agreements with us, require us to cease providing services to subscribers, or require changes to our programs or solutions to subscribers that could also have a material adverse effect on our business.

In certain circumstances, our financial institution clients have sought to source and market their own in-house programs and solutions, most notably programs and solutions that are analogous to our credit card registration, credit monitoring and identity-theft resolution programs and solutions. As we have sought to maintain our market share in these areas and to continue these programs and solutions with our clients, in some circumstances, we have shifted from a retail arrangement to a fee for service arrangement which results in lower net revenue, but unlike our retail arrangement, has no related commission expense, thereby preserving our ability to earn a suitable rate of return on the campaign.

Regulatory Environment

We are subject to federal and state regulation as well as regulation by foreign authorities in other jurisdictions. Certain laws and regulations that govern our operations include: federal, state and foreign marketing and consumer protection laws and regulations; federal, state and foreign privacy and data protection laws and regulations; federal, state and foreign insurance and insurance mediation laws and regulations; and federal, state and foreign travel laws and regulations. Federal regulations are primarily enforced by the Federal Trade Commission, the Federal Communications Commission and the CFPB. State regulations are primarily enforced by individual state attorneys general and insurance departments. Foreign regulations are enforced by a number of regulatory bodies in the relevant jurisdictions.

These regulations primarily impact the means we use to market our programs, which can reduce the acceptance rates of our solicitation efforts, impact our ability to obtain information from our members and end-customers and impact the benefits we provide and how we service our customers. In addition, new and contemplated regulations enacted by, or client settlement agreements or consent orders with, the CFPB could impose additional reporting, supervisory and regulatory requirements on, as well as result in inquiries of, us and our clients that could delay or terminate marketing campaigns with certain clients, impact the programs and solutions we provide to customers, and adversely affect our business, financial condition and results of operations.

We incur significant costs to ensure compliance with these regulations; however, we are party to lawsuits, including class action lawsuits, and regulatory investigations involving our business practices which also increase our costs of doing business. See “Item 3. Legal Proceedings.”

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Seasonality

Historically, seasonality has not had a significant impact on our business. Our revenues are more affected by the timing of marketing programs that can change from year to year depending on the opportunities available and pursued. More recently, in connection with the growth in our loyalty business, we have experienced increasing seasonality in the timing of our cash flows, particularly with respect to working capital. This has been due primarily to the consumer’s increasing acceptance and use of certain categories for points redemptions, such as travel services and gift cards. These categories typically present a delay from the time we incur a cash outlay to provision the redemption until we are reimbursed by the client for the activity, and in certain instances, these delays may extend across multiple reporting periods. Redemptions for some categories, such as gift cards, have been weighted more heavily to the end of the year due to consumers’ increasing usage of points in connection with seasonal gift giving.

Company History

We have over 40 years of operational history. We started offering membership products in 1973, and in 1985 began marketing insurance and package enhancement products. In 1988, we entered the loyalty solutions business and in the early 1990s, we started offering certain of our program offerings internationally.

In 2005, the Company was acquired by investment funds affiliated with Apollo Global Management, LLC through the consummation of the Apollo Transactions (as defined in “—The Apollo Transactions”).

In 2011, we entered into a merger agreement that resulted in the Webloyalty Acquisition and the acquisition of approximately 21% of the common stock of Affinion Holdings by investment funds affiliated with General Atlantic LLC (such investment funds referred to as “General Atlantic”) with the Apollo Funds continuing to own approximately 70% of the common stock of Affinion Holdings.

On November 9, 2015, we consummated the 2015 Exchange Offers, 2015 Rights Offering and Reclassification, each as defined and described below under “—2015 Exchange Offers, 2015 Rights Offering and Reclassification.” Upon consummation of the 2015 Exchange Offers, the Apollo Funds and General Atlantic ceased to have beneficial ownership of any common stock of Affinion Holdings. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding the existing holders of 5% or more of the common stock of Affinion Holdings.

On May 10, 2017, we consummated the Credit Agreement Refinancing and International Notes Redemption, each as defined and described under “—2017 Credit Agreement Refinancing and International Notes Redemption” and the 2017 Exchange Offers, issuance of the 2017 Notes and 2017 Warrants pursuant to the 2017 Investor Purchase Agreement and redemption of Affinion’s 2010 senior notes, each as defined and described under “—2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes.” On July 17, 2017, we consummated the issuance of the 2017 Notes and 2017 Warrants pursuant to the 2017 Investor Purchase Agreement and redemption of the Investments senior subordinated notes and Affinion Holdings’ 2013 senior notes.

On July 3, 2018, Affinion, Affinion Group, LLC, a Delaware limited liability company (the “Seller”) and indirect wholly-owned subsidiary of Affinion, and Affinion Benefits Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (“ABG”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AIS Holdco, LLC (the “Purchaser”), an entity controlled by investment funds managed by affiliates of Mill Point Capital Partners, L.P., pursuant to which the Purchaser would acquire the insurance division of the Company by acquiring the outstanding membership interests of ABG as set forth in the Purchase Agreement (the “ABG Sale”). On August 15, 2018, the Seller completed the ABG Sale pursuant to the Purchase Agreement.

On April 10, 2019, we consummated the 2019 Recapitalization, as defined and described below under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

The Apollo Transactions

On October 17, 2005, Cendant Corporation (“Cendant”) completed the sale of the Predecessor to Affinion, an affiliate of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), pursuant to a purchase agreement dated July 26, 2005 for approximately $1.8 billion. The purchase price consisted of approximately $1.7 billion of cash, net of estimated closing adjustments, plus $125 million face value of 125,000 shares of newly issued preferred stock (with a fair value at issuance of $80.4 million) of Affinion Holdings, and a warrant (with a fair value at issuance of $16.7 million) that was exercisable for 4,437,170 shares of Affinion Holdings’ common stock, subject to customary anti-dilution adjustments, and $38.1 million of transaction related costs (collectively, the “Apollo Transactions”). The warrants expired in 2011 and the remaining outstanding shares of preferred stock were redeemed in 2011.

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As part of the Apollo Transactions, we made a special tax election referred to as a “338(h)(10) election” with respect to the Predecessor. Under the 338(h)(10) election, the companies constituting the Predecessor were deemed to have sold and repurchased their assets at fair market value. By adjusting the tax basis in such assets to fair market value for U.S. federal income tax purposes, the aggregate amount of our tax deductions for depreciation and amortization have increased, which has reduced our cash taxes and further enhanced our free cash flow generation. We expect these tax deductions for U.S. federal income tax purposes to continue until 2020.

2015 Exchange Offers, 2015 Rights Offering and Reclassification

On November 9, 2015, (a) Affinion Holdings completed a private offer to exchange (the “2015 Holdings Exchange Offer”) its outstanding 13.75%/14.50% senior secured PIK/toggle notes due 2018 (Affinion Holdings’ “2013 senior notes”) for shares of Common Stock and (b) Affinion Investments completed a private offer to exchange (the “2015 Investments Exchange Offer” and, together with the 2015 Holdings Exchange Offer, the “2015 Exchange Offers”) its outstanding 13.50% senior subordinated notes due 2018 (the “Investments senior subordinated notes”) for shares of Common Stock of Affinion Holdings and (c) Affinion Holdings and Affinion International, a wholly-owned subsidiary of Affinion, jointly completed a rights offering (the “2015 Rights Offering”) giving holders of Affinion Holdings’ 2013 senior notes and Investments senior subordinated notes the right to purchase an aggregate principal amount of $110.0 million of International Notes and up to 2,483,333 shares of Common Stock for an aggregate cash purchase price of $110.0 million. Pursuant to the 2015 Holdings Exchange Offer, approximately $247.4 million of Affinion Holdings’ 2013 senior notes were exchanged for 1,769,104 shares of Common Stock and pursuant to the 2015 Investments Exchange Offer, approximately $337.3 million of Investments senior subordinated notes were exchanged for 5,236,517 shares of Common Stock. Upon closing of the 2015 Exchange Offers, there remained outstanding approximately $13.1 million aggregate principal amount of Affinion Holdings’ 2013 senior notes and $22.6 million aggregate principal amount of the Investments senior subordinated notes.

In connection with the 2015 Exchange Offers, Affinion Holdings and Affinion International jointly conducted the 2015 Rights Offering for International Notes and shares of Common Stock. The 2015 Rights Offering was for an aggregate principal amount of $110.0 million of International Notes and up to 2,483,333 shares of Common Stock. In connection with the 2015 Rights Offering, Empyrean Capital Partners, L.P. agreed to purchase any rights offering units that were unpurchased in the 2015 Rights Offering (the “Backstop”). Pursuant to the 2015 Rights Offering and the Backstop, Affinion International received cash of $110.0 million in exchange for $110.0 million aggregate principal amount of International Notes and 2,021,042 shares of Common Stock and a non-participating penny warrant (the “Limited Warrant”) to purchase up to 462,266 shares of Common Stock.

Upon consummation of the 2015 Exchange Offers, the 2015 Consent Solicitations (as defined below) and the 2015 Rights Offering, Affinion Holdings effected a reclassification (the “Reclassification” and, together with the 2015 Exchange Offers, the 2015 Consent Solicitations, the 2015 Rights Offering and the related transactions, the “2015 Transactions”) as follows. All of Affinion Holdings’ then existing Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) (including Class A Common Stock issued as a result of a mandatory cashless exercise of all of its Series A Warrants (the “Series A Warrants”)), consisting of 84,842,535 outstanding shares  of Class A Common Stock and 45,003,196 shares of Class A Common Stock underlying the Series A Warrants, was converted into (i) 490,083 shares of Affinion Holdings’ Class C Common Stock, that upon conversion represented 5% of the outstanding shares of Common Stock on a fully diluted basis, and (ii) 515,877 shares of Affinion Holdings’ Class D Common Stock, that upon conversion represented 5% of the outstanding shares of Common Stock on a fully diluted basis. In addition, Affinion Holdings’ Series A Warrants and Affinion Holdings’ Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) were eliminated from Affinion Holdings’ certificate of incorporation and Affinion Holdings’ Series B Warrants (the “Series B Warrants”) were cancelled for no additional consideration. In connection with the Reclassification, (i) the Apollo Funds received 218,002 shares of Class C Common Stock and 229,476 shares of Class D Common Stock, or 4.7% of the outstanding Common Stock on a  beneficial ownership basis after giving effect to the conversion of the Class C/D  Common Stock held by the Apollo Funds, and (ii) General Atlantic received 65,945 shares of Class C Common Stock and 69,415 shares of Class D Common Stock, or 1.5% of the outstanding Common Stock on a beneficial ownership basis after giving effect to the conversion of the Class C/D Common Stock held by General Atlantic.

Upon consummation of the 2015 Exchange Offers, the Apollo Funds and General Atlantic ceased to have beneficial ownership of any Common Stock.

The consummation of the 2015 Exchange Offers and the 2015 Rights Offering resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This substantially limits our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes to offset our post-change income. Similar rules and limitations may apply for state tax purposes as well.  

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2017 Credit Agreement Refinancing and International Notes Redemption

On May 10, 2017, Affinion entered into a new credit facility (as amended, the “Existing Credit Agreement”) having a five year maturity with a lender, pursuant to which the lender provided term loans in an aggregate principal amount equal to approximately $1.3 billion and committed to provide revolving loans in an aggregate principal amount at any one time outstanding not to exceed $110.0 million, decreasing to $80.0 million on May 10, 2018. The term loans provide for quarterly amortization payments totaling (i) for the first two years after May 10, 2017, 1% per annum, (ii) for the third year after May 10, 2017, 2.5% per annum, and (iii) for each year thereafter, 5% per annum, in each case, payable quarterly, with the balance due upon the final maturity date, subject in each case, to reduction of such amortization payments for certain prepayments. The Existing Credit Agreement also requires mandatory prepayments of the outstanding term loans based on excess cash flow (as defined in the Existing Credit Agreement), if any, and the proceeds from certain specified transactions.

The proceeds of the term loans under the Existing Credit Agreement were used by Affinion to refinance its credit facility, which was amended and restated in May 2014, to redeem in full the International Notes, to pay transaction fees and expenses and for general corporate purposes.

On November 30, 2017, Affinion entered into the First Amendment to the Existing Credit Agreement, pursuant to which the parties (i) revised the Existing Credit Agreement in order for certain of the lenders under the revolving facility established thereunder to act as issuing banks in respect of letters of credit and as swingline lenders, (ii) modified certain provisions relating to the mechanics surrounding letters of credit and swingline loans, and (iii) set aggregate sub-limits for both letter of credit commitments and swingline commitments at $20.0 million.

On May 4, 2018, Affinion, as borrower, entered into the Second Amendment to the Existing Credit Agreement, pursuant to which Affinion amended the Existing Credit Agreement. Pursuant to the Second Amendment, the parties revised the Existing Credit Agreement in order to modify the date upon which the aggregate Revolving Facility Commitment is reduced from $110.0 million to $80.0 million. As a result of the Second Amendment, the date of such reduction was not to occur until August 10, 2018.

On July 16, 2018, Affinion, as borrower, entered into the Third Amendment to the Existing Credit Agreement, pursuant to which Affinion amended the Existing Credit Agreement. Pursuant to the Third Amendment, the parties revised the Existing Credit Agreement in order to (i) allow the Total Secured Leverage Ratio, for the purposes of the requirement of a 5.275x Total Secured Leverage Ratio for the ABG Sale, to be calculated net of cash received by Affinion from the ABG Sale, (ii) modify certain provisions relating to mandatory prepayments in order to allow for the application of the proceeds from the ABG Sale towards existing amortization payments such that amortization equals 0.25% per quarter through March 31, 2020, then increases to 0.625% per quarter through March 31, 2021 and finally increases to 1.25% per quarter thereafter, with remainder of the proceeds being applied to the bullet payment at maturity, (iii) modify the provision which contemplates an automatic reduction in the available revolving credit amount from $110.0 million to $80.0 million to delay such automatic reduction until May 10, 2021, (iv) create a permitted reinvestments basket which would allow for up to $50.0 million of the proceeds from the ABG Sale to be retained, subject to certain restrictions, including the requirement that such proceeds be held in a segregated account subject to the sole control of administrative agent, which shall only be released to Affinion (A) with the agent’s consent or (B) if used to prepay Term Loans at 103% (with any such proceeds remaining after 9 months to be used to prepay Term Loans at 103%), (v) increase general call protection (for prepayments/acceleration not related to a change of control) to 2% upon the fourth anniversary of the closing of the Existing Credit Agreement, (vi) revise certain addbacks and Pro Forma Basis adjustments to reflect the projected change in EBITDA following the ABG Sale, (vii) reduce and/or delete certain negative covenant baskets and (viii) reduce certain material indebtedness and cross-default thresholds.

In addition to quarterly amortization payments, the Existing Credit Agreement required mandatory prepayments under certain conditions. First, a prepayment may be required based on excess cash flows as defined in the Existing Credit Agreement. For this purpose, excess cash flow for any annual accounting period is defined as Affinion’s Adjusted EBITDA reduced by debt service, increases to working capital, capital expenditures and business acquisitions net of external funding and certain other uses of cash. Increases to excess cash flow include decreases to working capital and certain other receipts of cash. If the excess cash flow calculation for any annual accounting period is positive, a prepayment of the term loan facility in an amount equal to a percentage of the excess cash flow may be required. Such percentage is determined based upon the senior secured leverage ratio as of the end of the applicable annual accounting period. Second, a prepayment may be required with the net proceeds of certain asset sales. However, certain of such net proceeds will not be required to be applied to prepay the Existing Credit Agreement if they are applied to acquire, maintain, develop, construct, improve or repair assets useful in our business or to make acquisitions or other permitted investments within 12 months.

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On May 10, 2017, Affinion International Holdings Limited (“Affinion International”) (i) elected to redeem all of its outstanding $118.5 million aggregate principal amount of 7.5% Cash/PIK Senior Notes due 2018 (the “International Notes”) on June 9, 2017 at a redemption price of 100% of the principal amount of the International Notes, plus accrued and unpaid interest to the redemption date, (ii) irrevocably deposited sufficient funds received from borrowings under the Existing Credit Agreement to effect such redemption with the trustee under the indenture governing the International Notes, and (iii) entered into a satisfaction and discharge agreement to discharge its obligations under the indenture governing the International Notes. The International Notes were originally issued by Affinion International on November 9, 2015 in an original principal amount of $110.0 million and bore interest at 7.5% per annum, of which 3.5% per annum was payable in cash and 4.0% per annum was payable in kind; provided, that all of the accrued interest on the International Notes from the issue date to, but not including, May 1, 2016 was payable on May 1, 2016 entirely in kind. Interest on the International Notes was payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2016. The International Notes Redemption was consummated on June 9, 2017.

2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes

On May 10, 2017, (a) Affinion completed a private offer to exchange or repurchase at the holder’s election (collectively, the “AGI Exchange Offer”) Affinion’s 7.875% senior notes due 2018 (Affinion’s “2010 senior notes”) for (i) new Senior Cash 12.5%/ PIK Step-Up to 15.5% Notes due 2022 of Affinion (the “2017 Notes”) and new warrants (the “2017 Warrants”) to acquire shares of Existing Common Stock or (ii) cash; (b) Affinion Holdings completed a private offer to exchange or repurchase at the holder’s election (collectively, the “Holdings Exchange Offer”) Affinion Holdings’ 2013 senior notes for (i) 2017 Notes and 2017 Warrants or (ii) cash; and (c) Affinion Investments completed a private offer to exchange or repurchase at the holder’s election (collectively, the “Investments Exchange Offer” and, together with the AGI Exchange Offer and the Holdings Exchange Offer, the “2017 Exchange Offers”) Affinion Investments’ senior subordinated notes (the Investments senior subordinated notes together with Affinion’s 2010 senior notes and Affinion Holdings’ 2013 senior notes, the “Existing Notes”) for (i) 2017 Notes and 2017 Warrants or (ii) cash. Under the terms of the AGI Exchange Offer, for each $1,000 principal amount of Affinion’s 2010 senior notes accepted in the AGI Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Existing Common Stock or (B) $930 in cash. Under the terms of the Holdings Exchange Offer, for each $1,000 principal amount of Affinion Holdings’ 2013 senior notes accepted in the Holdings Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Existing Common Stock or (B) $700 in cash. Under the terms of the Investments Exchange Offer, for each $1,000 principal amount of the Investments senior subordinated notes accepted in the Investments Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Existing Common Stock or (B) $880 in cash. Pursuant to the AGI Exchange Offer, approximately $269.7 million of Affinion’s 2010 senior notes plus accrued and unpaid interest were exchanged for approximately $277.8 million of the 2017 Notes, 2017 Warrants to purchase 1,103,203 shares of Existing Common Stock and approximately $0.4 million in cash, including $238.0 million of Affinion’s 2010 senior notes plus accrued and unpaid interest exchanged by related parties in exchange for $245.5 million of the 2017 Notes and 2017 Warrants to purchase 985,438 shares of Existing Common Stock; pursuant to the Holdings Exchange Offer, approximately $4.6 million of Affinion Holdings’ 2013 senior notes plus accrued and unpaid interest were exchanged by a related party for approximately $4.7 million of the 2017 Notes and 2017 Warrants to purchase 18,539 shares of Existing Common Stock; and pursuant to the Investments Exchange Offer, approximately $12.4 million of Investments senior subordinated notes plus accrued and unpaid interest were exchanged for approximately $12.8 million of the 2017 Notes, 2017 Warrants to purchase 51,005 shares of Existing Common Stock and approximately $912 in cash, including $12.2 million of Investments senior subordinated notes plus accrued and unpaid interest exchanged by related parties in exchange for $12.6 million of the 2017 Notes and 2017 Warrants to purchase 49,894 shares of Existing Common Stock. Affinion used the proceeds of the 2017 Notes issued pursuant to the 2017 Investor Purchase Agreement to pay the cash tender consideration to participating holders in the 2017 Exchange Offers.

Previously, in connection with the 2017 Exchange Offers, on March 31, 2017, affiliates of Elliott Management Corporation (“Elliott”), Franklin Mutual Quest Fund, an affiliate of Franklin Mutual Advisers, LLC (“Franklin”), affiliates of Empyrean Capital Partners, LP (“Empyrean”) and Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (“Metro SPV”) (collectively, in such capacity, the “Investors”), all of whom were, at the time of the closing, or became, as a result of the 2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and redemption of Affinion’s 2010 senior notes, related parties, entered into an investor purchase agreement (the “2017 Investor Purchase Agreement”) with Affinion Holdings, Affinion and Affinion Investments, in which they agreed to purchase 2017 Notes and 2017 Warrants in an aggregate principal amount sufficient to pay all holders that participate in the 2017 Exchange Offers and elect to receive cash (the “Initial Investment”). Further, pursuant to the 2017 Investor Purchase Agreement, if Affinion Holdings, Affinion or Affinion Investments exercised its option to redeem any of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and/or Investments senior subordinated notes not tendered in the 2017 Exchange Offers (the “Follow-On Investment” and, together with the Initial Investment, the “Investment”), the Company could obligate the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund any such redemptions. In addition, pursuant to the terms of the 2017 Investor Purchase Agreement, Affinion was required to pay to the Investors upon the closing of the 2017 Exchange Offers a commitment premium of $17.5 million and a funding premium of $7.4 million in aggregate principal amount of the 2017 Notes and the same number of 2017 Warrants that such principal amount of the 2017 Notes would have been issued as part of the 2017 Exchange Offers, as described in more detail in Note 10—Long-Term Debt in the audited consolidated financial statements included elsewhere herein.  

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On May 10, 2017, Affinion exercised its option to redeem Affinion’s 2010 senior notes that were not tendered in the AGI Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. As a result, on May 10, 2017, Affinion (i) elected to redeem all of its outstanding $205.3 million aggregate principal amount of Affinion’s 2010 senior notes on May 15, 2017 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to the redemption date, (ii) irrevocably deposited sufficient funds received from the Investors pursuant to the 2017 Investor Purchase Agreement to effect such redemption with the trustee under the indenture governing Affinion’s 2010 senior notes, and (iii) entered into a satisfaction and discharge agreement to discharge its obligations under the indenture governing Affinion’s 2010 senior notes. Affinion’s 2010 senior notes were originally issued by Affinion on November 19, 2010 in an aggregate principal amount of $475.0 million and bore interest at 7.875% per annum.The redemption of Affinion’s 2010 senior notes was consummated on May 15, 2017.

Accordingly, on May 10, 2017, Affinion issued approximately $532.6 million aggregate principal amount of the 2017 Notes and Affinion Holdings issued 2017 Warrants to purchase 3,974,581 shares of Existing Common Stock, of which (i) approximately $295.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 1,172,747 shares of Existing Common Stock were issued to participating holders (including the Investors) in the 2017 Exchange Offers, including $262.8 million of the 2017 Notes and 2017 Warrants to purchase 1,053,871 shares of Existing Common Stock issued to related parties, and (ii) approximately  $237.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 2,801,834 shares of Existing Common Stock were issued, including all of the 2017 Notes and 2017 Warrants to purchase 2,791,475 shares of Existing Common Stock issued to the Investors, all of whom are related parties, pursuant to the 2017 Investor Purchase Agreement to fund the cash consideration payable in the 2017 Exchange Offers and the cash redemption price for the balance of Affinion’s 2010 senior notes that were not exchanged or tendered in the AGI Exchange Offer and to pay the commitment premium and funding premium under the 2017 Investor Purchase Agreement. The 2017 Warrants received by the Investors on May 10, 2017, represented approximately 26.7% of the pro forma fully diluted ownership of Affinion Holdings after giving effect to issuances pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, but without giving effect to options and restricted stock units granted under Affinion Holdings’ management compensation and incentive plans. The number of shares of Existing Common Stock issuable upon the exercise of the 2017 Warrants, as described herein, reflects the application of the anti-dilution protections of the 2017 Warrants issued in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement (other than the 2017 Warrants issued as part of the funding premium) that are triggered by the issuance of 2017 Warrants as part of the funding premium.  

On June 13, 2017, (i) Affinion Holdings exercised its option to redeem the $11.5 million in aggregate principal amount of Affinion Holdings’ 2013 senior notes that were not tendered in the Holdings Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement and (ii) Affinion Investments exercised its option to redeem the $10.2 million in aggregate principal amount of the Investments senior subordinated notes that were not tendered in the Investments Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. Affinion Holdings’ 2013 senior notes were redeemed on July 17, 2017 at a redemption price of 103.4375% of the principal amount, plus accrued and unpaid interest to the redemption date and the Investments senior subordinated notes were redeemed on July 17, 2017 at a redemption price of 103.375% of the principal amount, plus accrued and unpaid interest to the redemption date. Affinion Holdings’ 2013 senior notes were originally issued by Affinion Holdings on December 12, 2013 in an aggregate principal amount of $292.8 million and bore interest at 13.75%per annum in cash, or at Affinion Holdings’ option, in payment-in-kind interest at 13.75% per annum plus 0.75%. The Investments senior subordinated notes were originally issued by Affinion Investments on December 12, 2013 in an aggregate principal amount of $360.0 million and bore interest at 13.50% per annum.

On July 17, 2017, pursuant to the 2017 Investor Purchase Agreement, Affinion issued approximately $23.7 million aggregate principal amount of the 2017 Notes to the Investors and Affinion Holdings issued 2017 Warrants to the Investors. Pursuant to the 2017 Investor Purchase Agreement, the Investors paid a purchase price of approximately $23.5 million to Affinion, which amount includes the payment of pre-issuance accrued interest of approximately $0.6 million from May 10, 2017. The 2017 Notes and 2017 Warrants issued by Affinion and Affinion Holdings, respectively, to the Investors include the funding premium payable under the 2017 Investor Purchase Agreement. The 2017 Notes constitute a further issuance of, and form a single series with, the $532.6 million in aggregate principal amount of the 2017 Notes that Affinion issued on May 10, 2017.

In connection with the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, and in accordance with Affinion Holdings’ obligations under the Shareholders Agreement, dated as of November 9, 2015 (as amended, the “Shareholders Agreement”), due to the issuance of the 2017 Warrants in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement, Affinion Holdings offered (the “2017 Pre-Emptive Rights Offer”) to each holder of pre-emptive rights (“Pre-Emptive Rights Holder”) the right to purchase with cash up to such Pre-Emptive Rights Holder’s pro rata share (as determined in accordance with the Shareholders Agreement)  of  2017 Warrants at an exercise price of $0.01 per 2017 Warrant pursuant to the 2017 Pre-Emptive Rights Offer. On July 12, 2017, Affinion Holdings issued 2017 Warrants to purchase 63,741 shares of Existing Common Stock to participants in the 2017 Pre-Emptive Rights Offer.

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The consummation of the 2017 Exchange Offers resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This substantially limits our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes to offset our post-change income. Similar rules and limitations may apply for state tax purposes as well.  

2018 Financing Transactions and the Second Lien Commitment Letter

On November 14, 2018, Affinion, as borrower, entered into the Fourth Amendment to the Existing Credit Agreement (the “Fourth Amendment”). The Fourth Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Required Lenders (as defined in the Existing Credit Agreement), and for purposes of certain provisions contained therein, each other Loan Party party thereto, including Affinion Holdings, as guarantor.

Pursuant to the Fourth Amendment, the parties amended the Existing Credit Agreement, to among other things, (x) permit the immediate release of $45.0 million of the $50.0 million of the proceeds from the ABG Sale, (i) $32.0 million of which is able to be used by Affinion for working capital needs and/or to make an investment in one or more businesses, or capital expenditures or assets and (ii) $13.0 million of which will immediately be used to prepay outstanding term loans under the Existing Credit Agreement, together with the required premium in an amount equal to 3.00% of the aggregate principal amount being so prepaid and (y) to modify certain provisions in the Existing Credit Agreement in order to permit  the Second Lien Facility Financing (as defined below), which will be secured on a second lien basis on the same collateral that secures the Existing Credit Agreement. In addition, the Fourth Amendment (i) authorizes the administrative agent under the Existing Credit Agreement to enter into an intercreditor agreement with respect to the Second Lien Facility Financing, (ii) provides that the prepayment or repayment of the next approximately $31.0 million in principal amount of term loans, other than regularly scheduled amortization payments, shall be accompanied by a prepayment premium equal to the greater of 3% and the prepayment premium that would otherwise have been payable in connection with such prepayment or repayment, and (iii) makes modifications to certain of the restrictive covenants contained in the Existing Credit Agreement.

The Fourth Amendment was conditioned upon, among other things, receipt of the Second Lien Commitment Letter (as defined below). We refer to the entry into the Fourth Amendment, the receipt of the Second Lien Commitment Letter and the transactions contemplated thereby as the “2018 Financing Transactions.”

On November 14, 2018, Metro SPV, Elliott, Empyrean and Jefferies LLC (“Jefferies,” with Metro SPV, Elliott, Empyrean and Jefferies collectively, the “Second Lien Commitment Parties”) delivered a commitment letter (the “Second Lien Commitment Letter”) to Affinion and Affinion Holdings. Pursuant to the Second Lien Commitment Letter, the Second Lien Commitment Parties have committed to provide revolving loans to Affinion under a revolving credit facility (the “Second Lien Facility”) in the original principal amount of approximately $20.5 million (the “Commitment Financing”), which amount may be increased, on or before June 30, 2019 at the option of Affinion and subject to the consent of the Second Lien Commitment Parties, by an amount of up to approximately $17.0 million (the “Incremental Financing” and, together with the Commitment Financing, the “Second Lien Facility Financing”), subject to the terms and conditions set forth in the Second Lien Commitment Letter. Pursuant to the Second Lien Commitment Letter, on the closing date of the Second Lien Facility  the Second Lien Commitment Parties will be paid an upfront closing fee in an amount equal to 12% of the amount of the Commitment Financing (which at Affinion’s option, may be paid in the form of original issue discount). The Second Lien Commitment Parties will also be entitled to be paid the closing fee upon an Incremental Financing if consummated within a certain time period.

Certain of the Second Lien Commitment Parties owned more than 5.0% of the outstanding common stock of Affinion Holdings. Accordingly, as a condition to Affinion and Affinion Holdings entering into the Second Lien Facility and other documents relating to the Second Lien Facility, such transactions with 5.0% or more holders of common stock must be approved by holders of at least 66-2/3% of the outstanding common stock of Affinion Holdings pursuant to the terms of the shareholders agreement between Affinion Holdings and the stockholders party thereto, dated as of November 9, 2015, as amended (the “Shareholders Agreement”). On November 14, 2018, in connection with the Second Lien Commitment Letter, certain stockholders representing greater than 66-2/3% of Affinion Holdings’ common stock had delivered a written consent (the “November 2018 Supermajority Stockholder Consent”) approving the transactions contemplated by the Second Lien Commitment Letter. Pursuant to Regulation 14C under the Exchange Act and Section 228(e) of the Delaware General Corporation Law, on November 26, 2018, Affinion Holdings filed a definitive information statement on Schedule 14C (the “Information Statement”) to provide notice of the entry into the November 2018 Supermajority Stockholder Consent.

Pursuant to the Second Lien Credit Facility Commitment Letter, if funded, the Second Lien Facility will be secured on a second lien basis on the same collateral that secures the Existing Credit Agreement and will be guaranteed by Affinion Holdings and each subsidiary of Affinion that guarantees the Existing Credit Agreement. The Second Lien Facility will mature 91 days after the maturity date of the Existing Credit Agreement, but prior to the maturity of the 2017 Notes. The Second Lien Facility will contain substantially the same representations and warranties, covenants and events of default as those in the Existing Credit Agreement, subject to certain exceptions. Interest will be payable on the Second Lien Facility at the rate of 12.00% per annum payable in kind. Each of the Second

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Lien Commitment Parties have agreed to provide the Second Lien Facility contemplated by the Second Lien Credit Facility Commitment; provided that, the Second Lien Commitment Parties have agreed that upon consummation of the 2019 Rights Offering, the Second Lien Commitment Parties will be entitled to (i) a repayment in cash equal to the actual amount funded in cash by such Second Lien Commitment Party under the Second Lien Facility, the amount of all interest actually paid in kind, accrued and unpaid interest, and the amount of all customary indemnity and expense reimbursement obligations due under the documentation for the Second Lien Facility, (ii) a repayment of amounts equal to the Closing Fee (as defined in the Second Lien Commitment Letter) in the form of New Notes (as defined below), (iii) a repayment of amounts equal to the Early Termination Fee (as defined in the Second Lien Commitment Letter) in the form of New Notes and (iv) the payment of any other fees, premiums or amounts (if any) owing to the Second Lien Commitment Parties under the  Second Lien Facility in the form of New Notes (the repayment provisions specified in clauses (i) – (iv) collectively referred to as the “Satisfaction and Discharge”).

The Company had the right, but not the obligation, to enter into the Second Lien Facility prior to the closing of the 2019 Recapitalization. The Company did not exercise such right and accordingly did not enter into the Second Lien Facility.

2019 Recapitalization

On March 4, 2019, noteholders of Affinion’s outstanding 2017 Notes, which collectively held, as of such date, approximately $647 million (95%) aggregate principal amount of the outstanding 2017 Notes (“Consenting Noteholders”), and the lenders holding approximately $904 million (96%) aggregate principal amount of the outstanding term loans and revolving loans under the Existing Credit Agreement (as defined below) (the “Consenting Lenders” and together, with the Consenting Noteholders and the Second Lien Commitment Parties, the “Consenting Stakeholders”) entered into an amended and restated support agreement (the “Support Agreement”) with Affinion Holdings, Affinion and certain other subsidiaries of the Company. Among other things, the Support Agreement contemplated (i) a private offer to exchange (the “2019 Exchange Offer”) outstanding 2017 Notes for shares of Affinion Holdings’ Class M common stock, par value $0.01 per share (“Class M Common Stock”), which shares of Class M Common Stock were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger (as described below) into shares of common stock (“New Common Stock”), par value $0.000001 per share, of Affinion Holdings as the surviving entity, (ii) entry into the Amended Credit Agreement, (iii) a rights offering (the “2019 Rights Offering”) giving tendering holders of the 2017 Notes and certain holders of Existing Common Stock the right to purchase an aggregate principal amount of $300.0 million of Affinion’s new Senior PIK Notes due 2024 (the “New Notes”) for an aggregate cash purchase price of $300.0 million and (iv) the Second Lien Commitment Parties agreed to waive certain conditions and requirements under the Second Lien Commitment Letter and agreed to amend terms relating to the repayment of amounts outstanding under the Second Lien Facility and related fees, if funded, as set forth in the Support Agreement (collectively, the “2019 Recapitalization”). Pursuant to the Support Agreement, each of the Consenting Noteholders agreed to tender its 2017 Notes in the 2019 Exchange Offer in exchange for the Class M Common Stock, New Penny Warrants, as applicable, and the right to participate in its pro rata share of the 2019 Rights Offering.

On April 10, 2019, Affinion Holdings completed the 2019 Recapitalization. To the extent that the issuance of New Common Stock to any investor or group of investors (whether as a result of participation in the 2019 Exchange Offer, the Pre-Emptive Rights Offer or pursuant to the Investor Purchase Agreement (as defined below)) would require the consent of, or notice to, any governmental authority (including the U.K. Financial Conduct Authority), and such consent or notice has not been obtained or delivered prior to the settlement of the 2019 Exchange Offer, new penny warrants (“New Penny Warrants”) were issued in lieu of shares of New Common Stock. Pursuant to the 2019 Exchange Offer, approximately $670.8 million of the 2017 Notes were exchanged for 725,678 shares of New Common Stock and 10,522,940 New Penny Warrants. Upon closing of the 2019 Exchange Offer, there remained outstanding approximately $10.7 million aggregate principal amount of the 2017 Notes. Previously, on March 20, 2019, Affinion entered into Supplemental Indenture No. 1 (the “Supplemental Indenture”) between Affinion and Wilmington Trust, National Association, as trustee (the “2017 Notes Trustee”), to the indenture, dated as of May 10, 2017 (the “2017 Notes Indenture”), among Affinion, the subsidiary guarantors named therein and the 2017 Notes Trustee, relating to the 2017 Notes. The Supplemental Indenture, which became operative on April 10, 2019, amended the 2017 Notes Indenture by (a) eliminating substantially all of the restrictive covenants, (b) making amendments to certain existing terms and (c) eliminating certain events of default and related provisions contained in the 2017 Notes Indenture.

As part of the 2019 Recapitalization, Affinion Holdings and Affinion jointly conducted the 2019 Rights Offering. The 2019 Rights Offering was for an aggregate principal amount of $300.0 million of New Notes. In connection with the 2019 Rights Offering, affiliates of Elliott Management Corporation (“Elliott”), Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (“Metro SPV”), Mudrick Capital Management, LP (“Mudrick”), affiliates of Empyrean Capital Partners, L.P. (“Empyrean”) and Corbin Capital Partners, L.P. (collectively, in such capacity, the “Financing Parties”) entered into the amended and restated investor purchase agreement (the “Investor Purchase Agreement”) with Affinion Holdings and Affinion, whereby the Financing Parties (or affiliates of the Financing Parties) agreed to purchase from Affinion an aggregate principal amount of New Notes that were unpurchased in the 2019 Rights Offering. On the closing of the 2019 Exchange Offer, the Company paid the Financing Parties, in accordance with the terms of the Investor Purchase Agreement, a financing premium of (i) $57.0 million in aggregate principal amount of New Notes and (ii) New Common Stock equal to 12.5% of the outstanding New Common Stock, after giving effect to the 2019 Exchange Offer, the Merger, the 2019 Pre-Emptive Rights Offer and the payment of such financing premium (but before giving effect to any dilution from

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a new management incentive plan (the “New MIP”) and the New Investor Warrants). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

In connection with the 2019 Exchange Offer, on February 28, 2019, the holders of 66-2/3% of the issued and outstanding warrants (the “2017 Warrants”) to purchase common stock, par value $0.01 per share, of Affinion Holdings (the “Existing Common Stock”), issued pursuant to that certain Warrant Agreement, dated as of May 10, 2017, by and between Affinion Holdings and American Stock Transfer & Trust Company, LLC, as transfer agent (the “2017 Warrant Agreement”), consented to an amendment to the 2017 Warrant Agreement as a result of which the 2017 Warrants, if unexercised, were mandatorily cashlessly exercised immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger (as defined below). Certain Consenting Stakeholders exercised their warrants using full physical settlement, subject to, and effective immediately following, the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger. In addition, Metro SPV exercised for cash its Limited Warrant effective immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger.

Immediately following the consummation of the 2019 Exchange Offer and the exercises of the 2017 Warrants and the Limited Warrant, AGHI Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Affinion Holdings (“Merger Sub”), merged with and into Affinion Holdings with Affinion Holdings as the surviving entity (the “Merger”). The Merger was approved by the board of directors and stockholders of each of Affinion Holdings and Merger Sub. As a result of the Merger, (i) each holder of Class C Common Stock, par value $0.01 per share, of Affinion Holdings or Class D Common Stock, par value $0.01 per share, of Affinion Holdings (the “Class C/D Common Stock”) received for each share of Class C/D Common Stock cash equal to $0.01 per share of Class C/D Common Stock held thereby, (ii) each holder of Existing Common Stock, including as a result of the exercise of 2017 Warrants and the Limited Warrant as described above, received for each share of Existing Common Stock 0.089809 New Investor Warrants to be issued by Affinion Holdings (the “New Investor Warrants”) and (iii) each holder of Class M Common Stock received for each share of Class M Common Stock one share of New Common Stock of the surviving entity. In connection with the issuance of the Class M Common Stock, the Company and its stockholders approved amendments to Affinion Holdings’ Fourth Amended and Restated Certificate of Incorporation to create a new class of common stock, designated as “Class M Common Stock,” having par value $0.01 per share (the “Charter Amendment”) and Fourth Amended and Restated By-laws (the “By-laws”) to make them consistent with provisions of the Charter Amendment (the “By-laws Amendment”).

Pursuant to the Investor Warrant Agreement, dated as of April 10, 2019, by and between Affinion Holdings and American Stock Transfer & Trust Company, LLC, as warrant agent (the “New Investor Warrant Agreement”), each New Investor Warrant is exercisable for one share of New Common Stock at any time, subject to required regulatory approval and filings applicable to the holder of a New Investor Warrant. In order to exercise its New Investor Warrant, a holder of New Investor Warrants will need to submit an exercise notice to Affinion Holdings, together with the exercise price equal of $67.12 per share. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by Affinion Holdings on the fifth year anniversary of the initial issuance thereof, for $0.01 per share. New Investor Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority. The New Investor Warrants will not be entitled to participate in dividends on New Common Stock but instead will benefit from customary anti-dilution protections that result in an adjustment of the conversion price when and if dividends, distributions or stock buy-backs are effected. In addition to the anti-dilution adjustments to exercise price in the event of dividends and distributions declared and paid on New Common Stock, the New Investor Warrant has limited and customary anti-dilution adjustments for stock dividends, splits, reverse-splits, reclassifications, reorganizations and similar transformative transactions that alter, amend or modify the New Common Stock.

Upon exercise of New Investor Warrants, such holders will be required to execute joinders to the New Stockholders Agreement (as defined below).

The consummation of the 2019 Recapitalization resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This substantially limits our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes.

The Company is evaluating the accounting for the 2019 Recapitalization, including the treatment of debt issuance costs, for which there will be significant charges that impact future periods.

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Results of Operations

Supplemental Data

We manage our business using a portfolio approach, meaning that we allocate our investments in the ongoing pursuit of the highest and best available returns, allocating our resources to whichever products, services, geographies and programs offer the best opportunities. With the globalization of our clients, programs and solutions and the ongoing refinement and execution of our capital allocation strategy, we have developed the following table that we believe captures the way we look at the businesses (amounts in thousands, except dollars per unit).

	Three Months Ended December 31,				Year Ended December 31,
	2018		2017		2018		2017		2016
Global Loyalty
Gross Transactional Sales Volume (1)	$	537,561	$	816,406	$	3,251,168	$	3,216,680	$	2,116,670
Gross Transactional Sales Volume per    Transaction (1)	$	142.14	$	188.87	$	241.37	$	230.16	$	133.92
Total Transactions		3,782		4,323		13,470		13,976		15,805
Global Customer Engagement
Average Subscribers (2)		2,451		2,431		2,414		2,459		2,627
Annualized Net Revenue per Average    Subscriber (3)	$	104.96	$	103.68	$	108.44	$	104.19	$	103.21
Engagement Solutions Platform Revenue	$	24,630	$	28,393	$	99,591	$	103,977	$	117,962
Legacy Membership and Package
Average Legacy Members (2)		677		847		730		1,070		1,599
Annualized Net Revenue per Legacy    Member (3)	$	103.81	$	109.56	$	104.72	$	107.12	$	100.16

(1) Gross Transactional Sales Volume primarily includes the gross sales amount of travel bookings, gift cards and merchandise redeemed by customers of our clients’ programs that we support and excludes cash redemptions and revenue generated from programming, platform, administration and other non-transactional services. Gross Transactional Sales Volume per Transaction is calculated by taking the Gross Transactional Sales Volume reported for the period and dividing it by the total transactions for the same period.

(2) Average Subscribers and Average Legacy Members for the period are all calculated by determining the average subscribers or members, as applicable, for each month in the period (adding the number of subscribers or members, as applicable, at the beginning of the month with the number of subscribers or members, as applicable, at the end of the month and dividing that total by two) and then averaging that result for the period. A subscriber’s or member’s, as applicable, account is added or removed in the period in which the subscriber or member, as applicable, has joined or cancelled.

(3) Annualized Net Revenue per Average Subscriber and Legacy Member are all calculated by taking the revenues from subscribers or members, as applicable, for the period and dividing it by the average subscribers or members, as applicable, for the period. Quarterly periods are then multiplied by four to annualize this amount for comparative purposes. Upon cancellation of a subscriber or member, as applicable, the subscriber’s or member’s, as applicable, revenues are no longer recognized in the calculation.

Segment and Adjusted EBITDA

Segment EBITDA consists of income from operations before depreciation and amortization. Segment EBITDA is the measure management uses to evaluate segment performance and we present Segment EBITDA to enhance your understanding of our operating performance. We use Segment EBITDA as one criterion for evaluating our performance relative to that of our peers. We believe that Segment EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, Segment EBITDA is not a measurement of financial performance under U.S. GAAP (as defined in Note 2—Summary of Significant Accounting Policies in the audited consolidated financial statements included elsewhere herein), and Segment EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Segment EBITDA as an alternative to operating or net income determined in accordance with U.S. GAAP, as an indicator of operating performance or as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

We believe that Adjusted EBITDA for each segment provides supplemental information useful to investors as it is frequently used by the financial community to analyze performance period to period, to analyze a company’s ability to service its debt and to facilitate comparisons among companies. We believe Adjusted EBITDA also provides additional supplemental information to compare results among our segments. However, Adjusted EBITDA by segment is not a measurement of financial performance under U.S. GAAP, and Adjusted EBITDA by segment may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA by segment as an alternative to operating or net income determined in accordance with U.S. GAAP, as an indicator of operating performance or as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

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Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

The following table summarizes our consolidated results of operations for the years ended December 31, 2018 and 2017:

	Year Ended			Year Ended
	December 31,			December 31,			Increase
	2018			2017			(Decrease)
	(in millions)
Net revenues	$	699.8		$	724.1		$	(24.3	)
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown    separately below:
Marketing and commissions		142.8			173.5			(30.7	)
Operating costs		331.3			352.3			(21.0	)
General and administrative		113.7			85.8			27.9
Facility exit costs		4.3			0.9			3.4
Depreciation and amortization		48.2			45.3			2.9
Total expenses		640.3			657.8			(17.5	)
Income from operations		59.5			66.3			(6.8	)
Interest income		0.2			0.3			(0.1	)
Interest expense		(197.4	)		(142.8	)		(54.6	)
Gain (loss) on extinguishment of debt		(32.0	)		3.5			(35.5	)
Other expense, net		(1.8	)		(0.4	)		(1.4	)
Loss from continuing operations before income taxes		(171.5	)		(73.1	)		(98.4	)
Income tax benefit		27.0			27.2			(0.2	)
Loss from continuing operations, net of tax		(144.5	)		(45.9	)		(98.6	)
Income from discontinued operations, net of tax		447.8			21.5			426.3
Net income (loss)		303.3			(24.4	)		327.7
Less: net income attributable to non-controlling interest		(1.2	)		(0.8	)		(0.4	)
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	302.1		$	(25.2	)	$	327.3

Summary of Operating Results for the Year Ended December 31, 2018

The following is a summary of changes affecting our operating results for the year ended December 31, 2018.

Net revenues decreased $24.3 million, or 3.4%, for the year ended December 31, 2018 as compared to the same period of the prior year primarily from lower retail revenues from a decline in retail member volumes in Legacy Membership and Package. Increased growth with existing clients and launches with new clients in Global Loyalty was partially offset by the impact of the loss of a top 5 loyalty partner in the fourth quarter.

Segment EBITDA decreased $3.9 million for the year ended December 31, 2018 as compared to the same period of the prior year as the impact of lower net revenues and higher general and administrative expense was partially offset by lower marketing and commissions expense and lower operating costs.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

The following section provides an overview of our consolidated results of operations for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

Net Revenues. During the year ended December 31, 2018, we reported net revenues of $699.8 million, a decrease of $24.3 million, or 3.4%, as compared to net revenues of $724.1 million in the same period of the prior year. Global Loyalty net revenues increased $14.2 million primarily due to increased growth with existing clients and launches with new clients, partially offset by the impact of the loss of a top 5 loyalty partner in the fourth quarter. Net revenues increased $1.8 million in Global Customer Engagement primarily from the favorable impact of foreign exchange. Net revenues in Legacy Membership and Package decreased $40.3 million primarily due to the expected attrition of legacy members, including those from our large financial institution partners, principally due to the cessation of new marketing campaigns and terminated programs with those partners as a result of the regulatory issues that have negatively impacted these partners. We expect this downward trend in net revenues related to our financial institution partners to continue for the foreseeable future. Net revenues further decreased from lower package revenue primarily the result of lower average package members.

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Marketing and Commissions Expense. Marketing and commissions expense decreased $30.7 million, or 17.7%, to $142.8 million for the year ended December 31, 2018 from $173.5 million for the year ended December 31, 2017. Marketing and commissions expense in Legacy Membership and Package decreased $16.9 million primarily due to lower commissions principally due to the decline in the member base. Marketing and commissions expense in Global Customer Engagement decreased $10.5 million primarily due to lower employee-related costs.

Operating Costs. Operating costs decreased $21.0 million, or 6.0%, to $331.3 million for the year ended December 31, 2018 from $352.3 million for the year ended December 31, 2017. Operating costs in Legacy Membership and Package decreased $12.2 million primarily from lower product and servicing costs associated with the lower retail member volumes. Operating costs in Global Loyalty decreased $9.6 million primarily from a charge of $23.2 million recorded in relation to the cyber theft that occurred in the first quarter of 2017, partially offset by higher servicing costs related to the higher net revenues and additional investments, including the opening of a new call center.

General and Administrative Expense. General and administrative expense increased $27.9 million, or 32.5% to $113.7 million for the year ended December 31, 2018 from $85.8 million for the year ended December 31, 2017. Corporate costs increased $24.4 million primarily due to higher employee-related costs, principally severance.

Depreciation and Amortization Expense. Depreciation and amortization expense increased $2.9 million for the year ended December 31, 2018 to $48.2 million from $45.3 million for the year ended December 31, 2017 primarily from an increase in amortization expense of $1.7 million principally the result of intangible assets acquired in 2018 as well as from an increase in depreciation expense of $1.2 million principally the result of an increase in capitalized software put into service.  

Interest Expense. Interest expense increased $54.6 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017 as a result of restructuring our debt on May 10, 2017, whereby we entered into the Existing Credit Agreement for term loans totaling $1.34 billion and revolving loans. The proceeds were used to refinance our existing senior secured credit facility and redeem in full our outstanding International Notes. We also completed a private offer to exchange or repurchase Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes for the 2017 Notes and 2017 Warrants to acquire Existing Common Stock. The new debt issues are at higher principal amounts with associated higher interest rates.

Gain (Loss) on Extinguishment of Debt. For the year ended December 31, 2018, we recorded a loss in the amount of $32.0 million as a result of the prepayment of long-term debt immediately following the closing of the ABG Sale.

Income Tax Benefit. Income tax benefit decreased $0.2 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017, primarily due to the estimated decrease in the state and foreign deferred tax provisions, partially offset by an increase in the current state and foreign tax provisions and an increase in the federal deferred tax provision for the same period.

The Company’s effective income tax rates for the year ended December 31, 2018 and 2017 were 15.8% and 37.2%, respectively. The difference in the effective tax rates for the year ended December 31, 2018 and 2017 is primarily a result of the change in the U.S. corporate income tax rate from 35% to 21% under the Tax Cuts and Jobs Act (the “TCJA”), coupled with the increase in the loss before income taxes and non-controlling interest from $73.1 million for the year ended December 31, 2017 to $171.5 million for the year ended December 31, 2018, and a decrease in the income tax benefit from $27.2 million for the year ended December 31, 2017 to $27.0 million for the year ended December 31, 2018. The Company’s tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income it earns in those jurisdictions. It is also affected by discrete items that may occur in any given year, but are not consistent from year to year. The requirement to maintain valuation allowances also had an impact on the difference in the Company’s effective tax rates.

Income (Loss) from Discontinued Operations, net of tax. Income (loss) from discontinued operations, net of tax increased $426.3 million to $447.8 million for the year ended December 31, 2018 as compared to $21.5 million for the year ended December 31, 2017, primarily due to a gain on sale, net of tax of $443.0 million recorded upon completion of the sale of the domestic insurance business, partially offset by a decrease in income from discontinued operations, net of tax of $16.7 million due to the timing of the closing of the sale of the domestic insurance business.  

45

Operating Segment Results

Net revenues, Segment EBITDA and Adjusted EBITDA by operating segment are as follows:

	Year Ended December 31,
	Net Revenues							Segment EBITDA (1)									Adjusted EBITDA
					Increase									Increase									Increase
	2018		2017		(Decrease)			2018			2017			(Decrease)			2018			2017			(Decrease)
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	14.2		$	87.2		$	64.0		$	23.2		$	88.3		$	87.0		$	1.3
Global Customer Engagement		361.1		359.3		1.8			62.0			55.7			6.3			70.8			64.9			5.9
Subtotal		600.4		584.4		16.0			149.2			119.7			29.5			159.1			151.9			7.2
Legacy Membership and Package		99.4		139.7		(40.3	)		34.9			40.1			(5.2	)		37.5			46.7			(9.2	)
Corporate		—		—		—			(76.4	)		(48.2	)		(28.2	)		(48.8	)		(42.2	)		(6.6	)
Total - Continuing operations	$	699.8	$	724.1	$	(24.3	)		107.7			111.6			(3.9	)		147.8			156.4			(8.6	)
Business optimization expenses    and restructuring charges    or expenses																		(12.1	)		(14.2	)		2.1
Extraordinary or nonrecurring    or unusual losses, expenses    or charges																		(17.1	)		(27.8	)		10.7
Other, net																		(10.9	)		(2.8	)		(8.1	)
Depreciation and amortization									(48.2	)		(45.3	)		(2.9	)		(48.2	)		(45.3	)		(2.9	)
Income from continuing operations								$	59.5		$	66.3		$	(6.8	)	$	59.5		$	66.3		$	(6.8	)

	Year Ended December 31, 2018
	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Corporate		Total
	(in millions)
Business optimization expenses and    restructuring charges or expenses	$	1.8		$	4.4		$	0.6	$	5.3	$	12.1
Extraordinary or nonrecurring or unusual    losses, expenses or charges		(0.7	)		3.9			2.0		11.9		17.1
Other, net		—			0.5			—		10.4		10.9
Total	$	1.1		$	8.8		$	2.6	$	27.6	$	40.1
	Year Ended December 31, 2017
	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Corporate		Total
	(in millions)
Business optimization expenses and    restructuring charges or expenses	$	(0.3	)	$	9.4		$	2.5	$	2.6	$	14.2
Extraordinary or nonrecurring or unusual    losses, expenses or charges		23.2			(0.3	)		4.0		0.9		27.8
Other, net		0.1			0.1			0.1		2.5		2.8
Total	$	23.0		$	9.2		$	6.6	$	6.0	$	44.8

(1) See “ – Financial Condition, Liquidity and Capital Resources – Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” below and Note 19—Segment Information in the audited consolidated financial statements included elsewhere herein for a discussion on Segment EBITDA.

Global Loyalty. Net revenues from Global Loyalty increased $14.2 million, or 6.3%, for the year ended December 31, 2018 to $239.3 million as compared to $225.1 million for the year ended December 31, 2017 primarily due to increased growth with existing clients and launches with new clients, partially offset by the impact of the loss of a top 5 loyalty partner in the fourth quarter.

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Segment EBITDA increased $23.2 million, or 36.3%, for the year ended December 31, 2018 as compared to the year ended December 31, 2017, primarily as a result of a charge of $23.2 million recorded in relation to the cyber theft that occurred in the first quarter of 2017. The impact of higher net revenues principally driven by growth with existing clients and launches with new clients was offset by the impact of the loss of a top 5 loyalty partner in the fourth quarter as well as by higher servicing costs.

Global Customer Engagement. Global Customer Engagement net revenues increased $1.8 million, or 0.5%, to $361.1 million for the year ended December 31, 2018 as compared to $359.3 million for the year ended December 31, 2017. Net revenues increased $5.0 million from the favorable impact of foreign exchange. On a currency consistent basis, net revenues decreased $3.2 million.

Segment EBITDA increased $6.3 million, or 11.3%, for the year ended December 31, 2018 as compared to the year ended December 31, 2017, primarily as a result of an increase in net revenues of $1.8 million and a decrease in operating expenses of $4.3 million, principally due to lower employee-related costs.

Legacy Membership and Package. Legacy Membership and Package net revenues decreased $40.3 million, or 28.8%, to $99.4 million for the year ended December 31, 2018 as compared to $139.7 million for the year ended December 31, 2017. Net revenues decreased primarily from the expected attrition of legacy members, including those from our large financial institution partners, principally due to the cessation of new marketing campaigns and terminated programs with those partners as a result of the regulatory issues that have negatively impacted such partners. We expect this downward trend in net revenues related to our financial institution partners to continue for the foreseeable future. Net revenues further decreased from lower package revenue primarily the result of lower average package members.

Segment EBITDA decreased $5.2 million, or 13.0%, for the year ended December 31, 2018 as compared to the year ended December 31, 2017. Segment EBITDA decreased as the impact from the lower net revenues of $40.3 million was partially offset by lower marketing and commissions expense of $16.9 million, lower operating costs of $12.2 million and lower general and administrative expense of $6.2 million. The decrease in marketing and commissions expense was primarily due to lower commissions principally due to the decline in the member base. The decrease in operating costs was the result of lower product and servicing costs related to the decrease in net revenues. The decrease in general and administrative expense was primarily due to cost saving initiatives and lower fees related to certain legal matters.

Corporate. Corporate costs include certain departmental service costs such as human resources, legal, corporate finance and accounting functions and unallocated portions of information technology. Expenses such as professional fees related to debt financing activities and stock compensation costs are also recorded in corporate. Corporate costs increased $28.2 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017, primarily due to higher employee-related costs, principally severance.

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Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

The following table summarizes our consolidated results of operations for the years ended December 31, 2017 and 2016:

	Year Ended			Year Ended
	December 31,			December 31,			Increase
	2017			2016			(Decrease)
	(in millions)
Net revenues	$	724.1		$	742.0		$	(17.9	)
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown    separately below:
Marketing and commissions		173.5			200.8			(27.3	)
Operating costs		352.3			318.4			33.9
General and administrative		85.8			109.1			(23.3	)
Facility exit costs		0.9			1.1			(0.2	)
Depreciation and amortization		45.3			55.3			(10.0	)
Total expenses		657.8			684.7			(26.9	)
Income from operations		66.3			57.3			9.0
Interest income		0.3			0.5			(0.2	)
Interest expense		(142.8	)		(74.8	)		(68.0	)
Gain on extinguishment of debt		3.5			—			3.5
Other expense, net		(0.4	)		0.1			(0.5	)
Income (loss) from continuing operations before income taxes		(73.1	)		(16.9	)		(56.2	)
Income tax benefit (provision)		27.2			(3.4	)		30.6
Income (loss) from continuing operations, net of tax		(45.9	)		(20.3	)		(25.6	)
Income (loss) from discontinued operations, net of tax		21.5			36.6			(15.1	)
Net income (loss)		(24.4	)		16.3			(40.7	)
Less: net income attributable to non-controlling interest		(0.8	)		(0.6	)		(0.2	)
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	(25.2	)	$	15.7		$	(40.9	)

Summary of Operating Results for the Year Ended December 31, 2017

The following is a summary of changes affecting our operating results for the year ended December 31, 2017.

Net revenues decreased $17.9 million, or 2.4%, for the year ended December 31, 2017 as compared to the same period of the prior year primarily the result of lower retail revenues from a decline in retail member volumes in Legacy Membership and Package, lower revenue in Global Loyalty primarily from the loss of a key client in 2015, and lower revenue in Global Customer Engagement primarily due to the unfavorable impact of foreign exchange, as well as the timing of marketing campaign launches and product launches with new clients.

Segment EBITDA decreased $1.0 million for the year ended December 31, 2017 as compared to the same period of the prior year as the impact of lower net revenues and higher operating costs was partially offset by lower marketing and commissions expense and general and administrative expense.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

The following section provides an overview of our consolidated results of operations for the year ended December 31, 2017 as compared to the year ended December 31, 2016.

Net Revenues. During the year ended December 31, 2017 we reported net revenues of $724.1 million, a decrease of $17.9 million, or 2.4%, as compared to net revenues of $742.0 million in the comparable period of 2016. Global Loyalty net revenues increased $58.1 million primarily due to increased growth with existing clients and launches with new clients. Net revenues decreased $27.0 million in Global Customer Engagement primarily from lower net revenues in our engagement solutions business, which was principally due to the timing of product launches with new clients, lower revenue in our revenue enhancement business and the unfavorable impact of foreign exchange of $4.2 million. Net revenues in Legacy Membership and Package decreased $50.0 million primarily due to the expected attrition of legacy members, including those from our large financial institution partners, principally due to the cessation of new marketing campaigns and terminated programs with those partners as a result of the regulatory issues that have negatively impacted these partners. We expect this downward trend in net revenues related to our financial institution partners to continue for the foreseeable future. Net revenues further decreased from lower package revenue primarily the result of lower average package members.

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Marketing and Commissions Expense. Marketing and commissions expense decreased $27.3 million, or 13.6%, to $173.5 million for the year ended December 31, 2017 from $200.8 million for the year ended December 31, 2016. Marketing and commissions expense in Global Customer Engagement decreased $12.5 million primarily due to lower volumes partially offset by higher commissions resulting from a migration of certain partner commission arrangements from traditional bounty to advance commissions whereby the partner has the potential for additional revenue sharing. Marketing and commissions expense in Legacy Membership and Package decreased $17.2 million primarily due to lower commissions principally due to the decline in the member base.

Operating Costs. Operating costs increased $33.9 million, or 10.6%, to $352.3 million for the year ended December 31, 2017 from $318.4 million for the year ended December 31, 2016. Operating costs in Global Loyalty increased $49.5 million primarily from higher servicing costs related to the higher net revenues, including the opening of a new call center in the fourth quarter, and a charge of $23.2 million recorded in relation to the cyber theft that occurred in the first quarter of 2017. The charge includes costs associated with customer remediation of the cyber theft and costs related to a commercial dispute with a gift card provider. An insurance claim related to the cyber theft is currently being pursued with our carriers and we expect a recovery in a future period which will be recorded when realizable. Operating costs in Legacy Membership and Package decreased $12.8 million primarily from lower product and servicing costs associated with the lower retail member volumes.

General and Administrative Expense. General and administrative expense decreased $23.3 million, or 21.4% to $85.8 million for the year ended December 31, 2017 from $109.1 million for the year ended December 31, 2016. General and administrative expense in Legacy Membership and Package decreased $18.5 million primarily due to lower reserves and fees related to certain legal matters. Corporate costs decreased $8.6 million primarily due to cost savings initiatives, lower employee incentive plan costs and the favorable impact of unrealized foreign exchange on intercompany borrowings. General and administrative expense in Global Customer Engagement increased $5.8 million primarily due to higher professional fees and provisions recorded related to the collectability of certain customer receivables.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased $10.0 million for the year ended December 31, 2017 to $45.3 million from $55.3 million for the year ended December 31, 2016, primarily from a decrease in depreciation expense of $5.3 million principally the result of fully depreciating significant capital projects in 2017. In addition, amortization expense decreased by $4.7 million related to lower amortization of intangible assets acquired in various acquisitions, principally member relationships, which are amortized on an accelerated basis.

Interest Expense. Interest expense increased $68.0 million, or 90.9% to $142.8 million for the year ended December 31, 2017 from $74.8 million for the year ended December 31, 2016 as a result of restructuring our debt on May 10, 2017, whereby we entered into the Existing Credit Agreement for term loans totaling $1.34 billion and revolving loans. The proceeds were used to refinance our existing senior secured credit facility and redeem in full our outstanding International Notes. We also completed a private offer to exchange or repurchase Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes for the 2017 Notes and 2017 Warrants to acquire Existing Common Stock. The new debt issues are at higher principal amounts with associated higher interest rates.

Gain on Extinguishment of Debt. For the year ended December 31, 2017, we recorded a gain in the amount of $3.5 million as a result of restructuring our debt on May 10, 2017 and July 17, 2017.  

Income Tax Benefit (Provision). Income tax expense decreased $30.6 million for the year ended December 31, 2017 as compared to the year ended December 31, 2016, primarily due to the SAB 118 estimated decrease in the federal and state deferred tax provisions related to the 2017 Tax Cuts and Jobs Act and a decrease in the current foreign and federal tax provisions, partially offset by an increase in the current federal and state tax provisions and the foreign deferred tax provision for the same period.

The Company’s effective income tax rates for the year ended December 31, 2017 and 2016 were 37.2% and (19.8)%, respectively. The difference in the effective tax rates for the year ended December 31, 2017 and 2016 is primarily a result of the increase in the loss from continuing operations before income taxes to $73.1 million for the year ended December 31, 2017 from $16.9 million for the year ended December 31, 2016, and the change in the income tax provision from $3.4 million for the year ended December 31, 2016 to an income tax benefit of $27.2 million for the year ended December 31, 2017. The income tax benefit for the year ended December 31, 2017 reflects the estimated impact of the Tax Cuts and Jobs Act of $25.5 million which includes the impact on deferred taxes of the reduction in the U.S. federal corporate tax rate to 21% and the impact on our valuation allowance assessment. The income tax benefit for the year ended December 31, 2017 also includes the impact on the state tax provision for those states with current conformity to the Internal Revenue Code. The Company’s tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income it earns in those jurisdictions. It is also affected by discrete items that may occur in any given year, but are not consistent from year to year. In addition to the state and foreign income taxes, the requirement to maintain valuation allowances had the most significant impact on the difference between the Company’s effective tax rate and the former statutory U.S. federal income tax rate of 35%.

49

Income (Loss) from Discontinued Operations, net of tax. Income (loss) from discontinued operations, net of tax decreased $15.1 million to $21.5 million for the year ended December 31, 2017 as compared to $36.6 million for the year ended December 31, 2016, primarily due to increased interest expense, principally driven by higher interest rates as a result of restructuring our debt on May 10, 2017 and due to an increased income tax provision, principally due to an increase in taxable income as a result of intra-period allocation requirements under U.S. GAAP.

Operating Segment Results

Net revenues, Segment EBITDA and Adjusted EBITDA by operating segment are as follows:

	Year Ended December 31,
	Net Revenues								Segment EBITDA (1)									Adjusted EBITDA
						Increase									Increase									Increase
	2017		2016			(Decrease)			2017			2016			(Decrease)			2017			2016			(Decrease)
	(in millions)
Global Loyalty	$	225.1	$	167.0		$	58.1		$	64.0		$	56.4		$	7.6		$	87.0		$	58.0		$	29.0
Global Customer Engagement		359.3		386.3			(27.0	)		55.7			71.1			(15.4	)		64.9			78.7			(13.8	)
Subtotal		584.4		553.3			31.1			119.7			127.5			(7.8	)		151.9			136.7			15.2
Legacy Membership and Package		139.7		189.8			(50.1	)		40.1			41.3			(1.2	)		46.7			68.2			(21.5	)
Eliminations		—		(1.1	)		1.1			—			—			—			—			—			—
Corporate		—		—			—			(48.2	)		(56.2	)		8.0			(42.2	)		(47.5	)		5.3
Total - Continuing operations	$	724.1	$	742.0		$	(17.9	)		111.6			112.6			(1.0	)		156.4			157.4			(1.0	)
Business optimization expenses    and restructuring charges    or expenses																			(14.2	)		(14.6	)		0.4
Extraordinary or nonrecurring or    unusual losses, expenses or    charges																			(27.8	)		(25.4	)		(2.4	)
Other, net																			(2.8	)		(4.8	)		2.0
Depreciation and amortization										(45.3	)		(55.3	)		10.0			(45.3	)		(55.3	)		10.0
Income from continuing operations									$	66.3		$	57.3		$	9.0		$	66.3		$	57.3		$	9.0

	Year Ended December 31, 2017
	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Corporate		Total
	(in millions)
Business optimization expenses and restructuring    charges or expenses	$	(0.3	)	$	9.4		$	2.5	$	2.6	$	14.2
Extraordinary or nonrecurring or unusual losses,    expenses or charges		23.2			(0.3	)		4.0		0.9		27.8
Other, net		0.1			0.1			0.1		2.5		2.8
Total	$	23.0		$	9.2		$	6.6	$	6.0	$	44.8
	Year Ended December 31, 2016
	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Corporate		Total
	(in millions)
Business optimization expenses and restructuring    charges or expenses	$	1.6		$	4.5		$	5.3	$	3.2	$	14.6
Extraordinary or nonrecurring or unusual losses,    expenses or charges		—			2.7			21.2		1.5		25.4
Other, net		—			0.4			0.4		4.0		4.8
Total	$	1.6		$	7.6		$	26.9	$	8.7	$	44.8

(1) See “ – Financial Condition, Liquidity and Capital Resources – Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” below and Note 19—Segment Information in the audited consolidated financial statements included elsewhere herein for a discussion on Segment EBITDA.

50

Global Loyalty. Net revenues from Global Loyalty increased $58.1 million, or 34.8%, for the year ended December 31, 2017 to $225.1 million as compared to $167.0 million for the year ended December 31, 2016 primarily due to increased growth with existing clients and launches with new clients.

Segment EBITDA increased $7.6 million, or 13.5%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016, as the impact of the higher net revenue was partially offset by higher servicing costs, including the opening of a new call center in the fourth quarter, and a charge of $23.2 million recorded in relation to the cyber theft that occurred in the first quarter of 2017. The charge includes costs associated with customer remediation of the cyber theft and costs related to a commercial dispute with a gift card provider. An insurance claim related to the cyber theft is currently being pursued with our carriers and we expect a recovery in a future period which will be recorded when realizable.  

Global Customer Engagement. Global Customer Engagement net revenues decreased $27.0 million, or 7.0%, to $359.3 million for the year ended December 31, 2017 as compared to $386.3 million for the year ended December 31, 2016. Net revenues decreased $4.2 million from the unfavorable impact of foreign exchange. On a currency consistent basis, net revenues decreased $22.8 million primarily from lower net revenues in our engagement solutions business principally due to the timing of product launches with new clients, as well as lower revenue in our revenue enhancement business.  

Segment EBITDA decreased $15.4 million, or 21.7%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016 as the lower net revenues of $27.0 million and higher general and administrative expense of $5.8 million were partially offset by lower marketing and commissions expense of $12.5 million and lower operating costs of $4.9 million. The lower marketing and commissions expense was primarily attributable to lower volumes partially offset by higher commissions resulting from a migration of certain partner commission arrangements from traditional bounty to advance commissions whereby the partner has the potential for additional revenue sharing. The lower operating costs were primarily related to lower product costs and the favorable impact of foreign exchange. The higher general and administrative expense was primarily due to higher professional fees and provisions recorded related to the collectability of certain customer receivables.

Legacy Membership and Package. Legacy Membership and Package net revenues decreased $50.1 million, or 26.4%, to $139.7 million for the year ended December 31, 2017 as compared to $189.8 million for the year ended December 31, 2016. Net revenues decreased primarily from the expected attrition of legacy members, including those from our large financial institution partners, principally due to the cessation of new marketing campaigns and terminated programs with those partners as a result of the regulatory issues that have negatively impacted such partners. We expect this downward trend in net revenues related to our financial institution partners to continue for the foreseeable future. Net revenues further decreased from lower package revenue primarily the result of lower average package members.

Segment EBITDA decreased $1.2 million, or 2.9%, for the year ended December 31, 2017 as compared to the year ended December 31, 2016. Segment EBITDA decreased as the impact from the lower net revenues of $50.1 million was partially offset by lower marketing and commissions expense of $17.2 million, lower operating costs of $12.8 million and lower general and administrative expense of $18.5 million. The lower marketing and commissions expense was primarily due to lower commissions principally due to the decline in the member base. The lower operating costs are the result of lower product and servicing costs related to the lower revenue. The lower general and administrative expense was primarily due to lower reserves and fees related to certain legal matters.

Corporate.Corporate costs include certain departmental service costs such as human resources, legal, corporate finance and accounting functions and unallocated portions of information technology. Expenses such as professional fees related to debt financing activities and stock compensation costs are also recorded in corporate. Corporate costs decreased $8.0 million for the year ended December 31, 2017 as compared to the year ended December 31, 2016, primarily the result of cost savings initiatives, lower employee incentive plan costs and the favorable impact of unrealized foreign exchange on intercompany borrowings.

Financial Condition, Liquidity and Capital Resources

Financial Condition – December 31, 2018 and December 31, 2017

	December 31,			December 31,			Increase
	2018			2017			(Decrease)
	(in millions)
Total assets	$	682.0		$	766.9		$	(84.9	)
Total liabilities		1,939.4			2,324.5			(385.1	)
Total deficit		(1,257.4	)		(1,557.6	)		300.2

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Total assets decreased $84.9 million, primarily due to decreases in current assets held for sale and non-current assets held for sale of $46.0 million and $83.3 million, respectively, from the completion of the ABG Sale, partially offset by an increase in cash and cash equivalents of $45.2 million principally due to the retention of a portion of sale proceeds from the ABG Sale.

Total liabilities decreased $385.1 million, primarily due to the repayment of $466.7 million of long-term debt immediately following the closing of the ABG Sale and decreases in current liabilities held for sale and non-current liabilities held for sale of $49.1 million and $7.6 million, respectively, from the completion of the ABG Sale, partially offset by payment-in-kind interest of $86.2 million and additional borrowings of $45.0 million under the Company’s revolving credit facility.  

Total deficit decreased $300.2 million, primarily due to net income of $302.1 million, the retained deficit impact of a change in accounting policy of $1.6 million and share based compensation of $1.7 million, partially offset by the impact of currency translation adjustment of $5.4 million.

Liquidity and Capital Resources  

Our primary sources of liquidity on both a short-term and long-term basis are cash on hand and cash generated through operating and financing activities. Our primary cash needs are to service our indebtedness and for working capital, capital expenditures and general corporate purposes. Many of the Company’s significant costs are variable in nature, including marketing and commissions. The Company has a great degree of flexibility in the amount and timing of marketing expenditures and focuses its marketing expenditures on its most profitable marketing opportunities. Commissions correspond directly with revenue generated and have been decreasing as a percentage of revenue over the last several years.

In accordance with Accounting Standards Codification Topic 205-40, Going Concern, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements are issued. In connection therewith, management evaluated relevant conditions and events known at the date these consolidated financial statements were issued, including the consummation of the 2019 Recapitalization (as defined below) which resulted in, among other effects (i) an approximately $39.3 million reduction in estimated cash interest costs for 2019, (ii) $27.3 million of additional liquidity upon closing, (iii) the elimination of principal amortization payments due on 2019 Term Loans (as defined in the Amended Credit Agreement) through December 31, 2021 and (iv) certain amendments to financial covenant requirements, as well as the impact of the loss of one of the Company’s top five Global Loyalty clients during 2018 and our overall liquidity needs. After consideration of these relevant conditions and events, among others, Management concluded that the 2019 Recapitalization alleviated the substantial doubt regarding the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements were issued that had existed prior to the consummation of the 2019 Recapitalization.

On February 19, 2019, a cash interest payment of approximately $22.2 million was due under the Existing Credit Agreement. On February 26, 2019, Affinion entered into a forbearance agreement (the “First Forbearance Agreement”) with the requisite lenders under the Existing Credit Agreement in which such requisite lenders agreed to forbear from taking any action with respect to the failure of Affinion to pay interest on the loans as required under the Existing Credit Agreement on February 19, 2019, (the “Interest Payment Date”) that would otherwise constitute a default under the Existing Credit Agreement and constitute an event of default under Section 7.01(c) of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date until the earlier of March 5, 2019 and the occurrence of a termination event under the First Forbearance Agreement.

On March 1, 2019, Affinion entered into a forbearance agreement (the “Second Forbearance Agreement”) in connection with the Support Agreement with the requisite lenders under the Existing Credit Agreement in which such requisite lenders agreed to forbear from taking any action with respect to the failure of Affinion to (i) pay interest on the loans as required under the Existing Credit Agreement on the Interest Payment Date that would otherwise constitute a default under the Existing Credit Agreement and constitute an event of default under Section 7.01(c) of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date, (ii) deliver audited financial statements for the fiscal year ended December 31, 2018 that are not qualified in any material respect on or prior to the date that is 90 days after December 31, 2018 that would otherwise constitute a default and, if not remedied within 5 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default and (iii) comply with the requirements of Section 5.13 of the Existing Credit Agreement that would otherwise constitute a default and, if not remedied within 30 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default, in each case until June 3, 2019. On March 22, 2019, Affinion entered into an amendment to the Second Forbearance Agreement to add to the list of specified defaults and/or events of default under the Existing Credit Agreement with respect to which requisite lenders agree to forbear from taking any action until the earlier of June 3, 2019 and certain events of termination, the failure of Affinion to make any additional scheduled payments of interest and principal under the Existing Credit Agreement through June 3, 2019.

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Affinion Holdings is a holding company, with no direct operations and no significant assets other than the ownership of 100% of the stock of Affinion. Because we conduct our operations through our subsidiaries, our cash flows and our ability to service our indebtedness is dependent upon cash dividends and distributions or other transfers from our subsidiaries. Payments to us by our subsidiaries are contingent upon our subsidiaries’ earnings, but are not limited by the Existing Credit Agreement and the 2017 Notes Indenture.

Although we historically have had a working capital deficit, we anticipate that, after giving effect to the 2019 Recapitalization, in future periods the reduction in cash interest payments compared to those under our prior financing arrangements will favorably impact our operating cash flows and offset the working capital deficit that will continue for the foreseeable future.

Cash Flows – Years Ended December 31, 2018 and 2017

At December 31, 2018, we had $99.1 million of cash and cash equivalents and restricted cash on hand, an increase of $34.5 million from $64.6 million at December 31, 2017. The following table summarizes our cash flows and compares changes in our cash and cash equivalents and restricted cash on hand to the same period in the prior year.

	Year Ended December 31,
	2018			2017			Change
	(in millions)
Cash provided by (used in):
Operating activities	$	21.0		$	5.6		$	15.4
Investing activities		479.5			(38.5	)		518.0
Financing activities		(463.3	)		30.4			(493.7	)
Effect of exchange rate changes		(2.7	)		3.3			(6.0	)
Net change in cash, cash equivalents and restricted cash	$	34.5		$	0.8		$	33.7

Operating Activities

During the year ended December 31, 2018, we generated $15.4 million more cash from operating activities than during the year ended December 31, 2017. A net $29.6 million decrease in receivables, driven primarily by the loss of a key loyalty client in the fourth quarter of 2017 and a net $12.3 million increase in accounts payable, driven primarily by larger commissions payable in the insurance solutions business prior to the ABG Sale were partially offset by a net $15.4 million increase in other current assets, driven primarily by larger prepaid credit card charges from growth with new global loyalty clients and an $8.7 million increase in cash interest payments.

Investing Activities

We generated $479.5 million of cash from investing activities during the year ended December 31, 2018 as compared to a use of $38.5 million of cash during the year ended December 31, 2017. During the year ended December 31, 2018, proceeds from the ABG Sale, net of cash transferred was $517.3 million, which was partially offset by $32.1 million for capital expenditures and $5.7 million of acquisition-related payments, net of cash acquired. During the year ended December 31, 2017, we used $38.1 million for capital expenditures and made acquisition-related payments, net of cash acquired, of $0.4 million.

Financing Activities

We used $463.3 million of cash from financing activities during the year ended December 31, 2018 as compared to $30.4 million of cash generated from financing activities during the year ended December 31, 2017. During the year ended December 31, 2018, we made term loan payments of $507.1 million, including $14.4 million in repayment premiums and we had net borrowings under our revolving credit facility of $45.0 million. During the year ended December 31, 2017, we made payments on our first-lien and second-lien term loans of $753.8 million and $425.0 million, respectively, redeemed the International senior subordinated notes for $118.5 million, redeemed Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments 2013 senior subordinated notes for $227.4 million and made payments on our term loan under the Existing Credit Agreement of $10.0 million. We also issued 2017 Notes for $235.9 million, received $1,303.7 million and $55.0 million of term loans and revolving credit facility under the Existing Credit Agreement and incurred $29.3 million of financing costs related to the 2017 Notes and Existing Credit Agreement.

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Cash Flows – Years Ended December 31, 2017 and 2016

At December 31, 2017, we had $64.6 million of cash and cash equivalents and restricted cash on hand, an increase of $0.8 million from $63.8 million at December 31, 2016. The following table summarizes our cash flows and compares changes in our cash and cash equivalents and restricted cash on hand to the same period in the prior year.

	Year Ended December 31,
	2017			2016			Change
	(in millions)
Cash provided by (used in):
Operating activities	$	5.6		$	25.7		$	(20.1	)
Investing activities		(38.5	)		(34.3	)		(4.2	)
Financing activities		30.4			(8.3	)		38.7
Effect of exchange rate changes		3.3			(3.9	)		7.2
Net change in cash, cash equivalents and restricted cash	$	0.8		$	(20.8	)	$	21.6

Operating Activities

During the year ended December 31, 2017, we generated $20.1 million less cash from operating activities than during the year ended December 31, 2016. Segment EBITDA decreased $1.0 million for the year ended December 31, 2017 as compared to the year ended December 31, 2016. In addition, the Company paid $23.2 million in connection with the cyber theft that occurred in the first quarter of 2017.

Investing Activities

We used $4.2 million more cash in investing activities during the year ended December 31, 2017 as compared to the year ended December 31, 2016. During the year ended December 31, 2017, we used $38.1 million for capital expenditures as compared to $34.3 million during the year ended December 31, 2016.

Financing Activities

We generated $38.7 million more cash from financing activities during the year ended December 31, 2017 as compared to the year ended December 31, 2016. During the year ended December 31, 2017, we made payments on our first-lien and second-lien term loans of $753.8 million and $425.0 million, respectively, redeemed the International Notes for $118.5 million, redeemed Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes for $227.4 million and made payments on our term loan under the Existing Credit Agreement of $10.0 million. We also issued 2017 Notes for $235.9 million, received $1,303.7 million and $55.0 million of term loans and revolving credit facility under the Existing Credit Agreement and incurred $29.3 million of financing costs related to the 2017 Notes and Existing Credit Agreement. During the year ended December 31, 2016, we made payments on our first-lien term loan of $7.8 million.

Credit Facilities and Long-Term Debt following the 2019 Recapitalization

General

Following the 2019 Recapitalization, we will remain a highly leveraged company. As of December 31, 2018, after giving effect to the 2019 Recapitalization, we would have had approximately $1.1 billion in indebtedness on a consolidated basis, consisting of (1) $719.1 million outstanding term loans under Affinion’s Amended Credit Agreement, as defined below, (2) $357.0 million principal outstanding under Affinion’s New Notes and (3) $10.7 million principal amount outstanding under Affinion’s 2017 Notes, as defined below and there would have been no amount outstanding under Affinion’s revolving credit facility. In addition, Affinion would have had $80.0 million available under the revolving credit facility, after giving effect to the issuance of $5.0 million of letters of credit. See “—Contractual Obligations and Commitments” for a summary of our aggregate contractual obligations at December 31, 2018, giving effect to the 2019 Recapitalization, as if the Recapitalization had closed on December 31, 2018 and the estimated timing and effect that such obligations are expected to have on our liquidity and cash flow in future periods.

As of December 31, 2018, Affinion was in compliance with the restrictive covenants under Affinion’s debt agreements.

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The Amended Credit Agreement

Affinion Holdings, Affinion, as the borrower, the lenders from time to time party thereto (the “Lenders”), certain subsidiaries of Affinion and HPS Investment Partners, LLC, as the administrative agent and collateral agent, are parties to that certain Credit Agreement, dated as of May 10, 2017 (as amended and/or amended and restated by that First Amendment to Credit Agreement, dated as of November 30, 2017, that Second Amendment to Credit Agreement, dated as of May 4, 2018, that Third Amendment to Credit Agreement, dated as of July 16, 2018 and that Fourth Amendment to Credit Agreement, dated as of November 14, 2018, the “Existing Credit Agreement”), pursuant to which the Lenders have made certain loans and provided certain commitments (subject to the terms and conditions thereof) to Affinion.

In connection with the consummation of the 2019 Recapitalization on April 10, 2019 (the “Closing Date”), Affinion entered into certain amendments to the Existing Credit Agreement (as amended, the “Amended Credit Agreement”) to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement. The Revolving Facility Lenders (as defined in the Existing Credit Agreement) and the Consenting Lenders agreed to extend the maturity of all Revolving Facility Loans (as defined in the Existing Credit Agreement) and such Consenting Lender’s outstanding Term Loans (so extended, the “2019 Term Loans”), as applicable, and consent to the proposed modifications with respect thereto in accordance with the terms and subject to the conditions set forth in the Fifth Amendment to the Existing Credit Agreement (the “Fifth Amendment”); upon the consummation of the 2019 Recapitalization, Term Loans held by Term Lenders (as defined in the Existing Credit Agreement) that did not agree to extend their Term Loans into 2019 Term Loans were deemed a separate tranche from the 2019 Term Loans (such Term Loans to be referred to as the “Non-Extended Term Loans”), and the Revolving Facility Commitments were reduced to $85.0 million.

The material terms of the Amended Credit Agreement are the following:  

The Amended Credit Agreement provides for quarterly amortization payments of the 2019 Term Loans totaling (i) for the first 3 years following the Fifth Amendment Effective Date, 0% per annum, (ii) for the fourth year following the Fifth Amendment Effective Date, 1.0% per annum and (iii) for each year thereafter 2.5% per annum, in each case, payable quarterly, with the balance payable upon the final maturity date. The 2019 Term Loans mature on April 10, 2024. The Revolving Facility Commitments under the Amended Credit Agreement mature on April 10, 2023. The Non-Extended Term Loans continue to be subject to an amortization schedule consistent with that set forth in the Existing Credit Agreement.  

In addition, the Amended Credit Agreement requires Affinion to prepay outstanding term loans with:

• 100% of the net cash proceeds of asset sales and dispositions in excess of an amount per transaction and in the aggregate per fiscal year, subject, to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from any insurance or condemnation event, subject to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from extraordinary and non-recurring cash receipts in excess of an amount per receipt;

• 50% of Affinion’s excess cash flow beginning with the fiscal year ending December 31, 2019; and

• 100% of the net cash proceeds received from issuances of debt, subject to certain exclusions including certain debt permitted to be incurred under the Amended Credit Agreement.

The terms of the Amended Credit Agreement allows Affinion to permanently reduce the revolving loan commitments at any time without premium or penalty, subject to the payment of customary LIBOR breakage costs, if any, and provided that the commitments may not be reduced below the aggregate outstanding amount of revolving loans and letters of credit. In addition, Affinion will be able to terminate the Amended Credit Agreement upon prior written notice, and, in some cases, be able to revoke such notice. Upon termination, Affinion will be required to repay all obligations outstanding under the Amended Credit Agreement and to satisfy all outstanding letter of credit obligations. Voluntary prepayments of 2019 Term Loans will be subject to (i) a make-whole premium for prepayments on or prior to the second anniversary of the Closing Date, and (ii) a prepayment premium of 103% of the principal amount prepaid after the second anniversary but on or prior to the third anniversary of the Closing Date. Voluntary prepayments of the Non-Extended Term Loans will continue to be subject to the premiums set forth in the Existing Credit Agreement.

The interest rates are based on, at Affinion’s option, with respect to (A) 2019 Term Loans, (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 5.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00% (“ABR”), in each case plus 4.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), and (B) revolving loans under the Amended Credit Agreement (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 4.00%, or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00%, in each case plus 3.00%.  The interest rates for the Non-Extended Term Loans will continue to be the same as those set forth in the Existing Credit Agreement.

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Additionally, if any amount payable under the Amended Credit Agreement is not paid when due, (i) all overdue amounts owing under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0% or at the ABR plus the applicable margin plus an additional 2.0% if no rate is otherwise applicable thereto and (ii) all other principal amounts outstanding under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%.

Affinion has the option of requesting that loans be made as LIBOR loans, converting any part of outstanding ABR loans (other than swingline loans) to LIBOR loans and converting any outstanding LIBOR loan to an ABR loan, subject to the payment of LIBOR breakage costs. With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.

Affinion’s obligations under the Amended Credit Agreement continue to be guaranteed by Affinion Holdings and by each of Affinion’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions, and certain existing and subsequently acquired foreign subsidiaries, subject to certain exceptions.

The Amended Credit Agreement continues to be secured to the extent legally permissible by substantially all the assets of (i) Affinion Holdings, which continue to consist of a perfected first-priority pledge of all of Affinion’s capital stock and (ii) Affinion and the subsidiary guarantors, including but not limited to: (a) a first-priority pledge of substantially all capital stock held by Affinion or any subsidiary guarantor (which pledge, with respect to stock of certain foreign subsidiaries, may be limited to 100% of the non-voting stock (if any) of such foreign subsidiaries and 65% of the voting stock of such foreign subsidiaries) and (b) perfected first-priority security interests in substantially all tangible and intangible assets of Affinion and each subsidiary guarantor, subject to certain exceptions.

The Amended Credit Agreement contains financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the Amended Credit Agreement include, among other things, limitations (all of which are subject to certain exceptions) on Affinion’s and its restricted subsidiaries’ (and in certain cases, Affinion Holdings’) ability to:

• declare dividends and make other distributions;

• redeem or repurchase Affinion’s or such restricted subsidiary’s capital stock;

• prepay, redeem or repurchase certain of Affinion’s or such restricted subsidiary’s junior indebtedness;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• grant liens;

• enter into sale-leaseback transactions;

• modify the terms of subordinated debt (and certain senior unsecured debt);

• enter into agreements that would restrict the ability of Affinion’s subsidiaries to pay dividends;

• change Affinion’s or such restricted subsidiary’s business or the business of its subsidiaries;

• merge or enter into acquisitions;

• sell Affinion’s or such restricted subsidiary’s assets; and

• enter into transactions with Affinion’s affiliates.

In addition, the Amended Credit Agreement requires Affinion to comply with a maximum Senior Secured Leverage Ratio (as defined in the Amended Credit Agreement) beginning with the fiscal quarter ending on September 30, 2020.

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The events of default under the Amended Credit Agreement include, among others, nonpayment, material misrepresentations, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined in the Amended Credit Agreement) and cross-events of defaults and acceleration on material indebtedness. Upon the occurrence of an event of default and the acceleration of the outstanding term loans under the Amended Credit Agreement (including, without limitation, by way of automatic acceleration), the applicable prepayment premium that would have been due if the term loans were optionally prepaid at such time shall also become due and payable.

The New Notes

On April 10, 2019, Affinion issued $357.0 million aggregate principal amount of New Notes under a new indenture (the “New Notes Indenture”) by and among Affinion, the guarantors party thereto and GLAS Trust Company LLC, as trustee.

The New Notes are unsecured senior obligations of Affinion, as issuer, and each of Affinion Holdings’ and Affinion’s restricted subsidiaries that guarantee the Amended Credit Agreement (collectively, the “Guarantors”), as guarantors; provided that the obligations of any Guarantor that is organized in any jurisdiction other than the United States or the United Kingdom with respect to its guarantee is subordinated in right of payment to the prior payment in full in cash of all obligations under the Amended Credit Agreement (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified). The New Notes will mature on October 10, 2024, at their principal amount, plus accrued and unpaid interest to, but not including, the maturity date.

Interest on the New Notes accrues at a rate per annum of 18.00%. Interest on the New Notes will be payable semi-annually in arrears on April 10 and October 10, commencing on October 10, 2019. Affinion will make each interest payment to the holders of record of the New Notes on the March 26 or September 25 record date immediately preceding the related interest payment date. The New Notes will accrue interest from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 10, 2024, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will be payable on the New Notes by increasing the principal amount of each holder’s New Notes in the register by an amount equal to the amount of interest for the applicable interest period (rounded up to the nearest whole dollar) for such holder’s New Notes (the “PIK Payment”). Following an increase in the principal amount of New Notes as a result of a PIK Payment, such New Notes will bear interest on such increased principal amount from and after the interest payment date in respect of which such PIK Payment was made.

Affinion may redeem the New Notes, at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Subject to the terms of the Amended Credit Agreement, at any time, upon a Change of Control (as defined in the New Indenture), holders have the right to require Affinion to make an offer to purchase the holders’ New Notes, in each case at a purchase price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The New Indenture contains certain covenants that limit Affinion’s ability and the ability of its restricted subsidiaries to, among other things, (i) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock; (ii) pay dividends or make distributions; (iii) repurchase or redeem capital stock of Affinion or any parent of Affinion or subordinated indebtedness of Affinion or any restricted subsidiary of Affinion; (iv) make investments or acquisitions; (v) incur restrictions on the ability of certain of Affinion’s subsidiaries to pay dividends or to make other payments to Affinion; (vi) enter into transactions with affiliates; (vii) create liens; (viii) merge or consolidate with other companies or transfer all or substantially all of Affinion’s assets; and (ix) prepay, redeem or repurchase debt that is junior in right of payment to the New Notes.  In addition, the covenants restrict Affinion Holdings’ ability to engage in certain businesses or business activities. Affinion is also required to deliver financial statements of Affinion and its restricted subsidiaries.

The New Indenture also provides that if the Consolidated Net Leverage Ratio of Affinion on the maturity date of the New Notes is greater than or equal to 8.50 to 1.00, then, in lieu of Affinion making any required principal payment on the New Notes on such maturity date, the holders of a majority in aggregate principal amount of the New Notes outstanding may, with the consent of the Company elect to convert the then outstanding principal amount of the New Notes into New Common Stock, equal to a percentage of the fully diluted equity of the Company (calculated prior to dilution from the issuance of any New Common Stock, or securities convertible into New Common Stock, in each case issued under the New MIP), calculated by multiplying (A) 99.9999 by (B) (1) the aggregate outstanding principal amount of New Notes and any additional New Notes issued under the indenture (calculated after giving effect to any PIK Payments) as of such date divided by (2) the aggregate principal amount of New Notes and any additional New Notes issued under the indenture (including 18% PIK interest paid semi-annually on such New Notes and additional New Notes from the date of issuance thereof to the maturity date).

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As of December 31, 2018, after giving effect to the 2019 Recapitalization, the New Notes would have ranked effectively junior to approximately $719.1 million of Affinion’s secured indebtedness, all of which would have consisted of borrowings under the Amended Credit Agreement.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

Adjusted EBITDA consists of income from operations before depreciation and amortization further adjusted to exclude non-cash and unusual items and other adjustments permitted in Affinion’s debt agreements to test the permissibility of certain types of transactions, including debt incurrence. We use Adjusted EBITDA to evaluate our operating performance and as a basis for determining payment of bonuses under our annual incentive plan. We present Adjusted EBITDA to enhance your understanding of our operating performance. We believe that Adjusted EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider Adjusted EBITDA as an alternative to operating or net income determined in accordance with U.S. GAAP, as an indicator of operating performance or as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

Set forth below is a reconciliation of our consolidated net income attributable to Affinion Holdings for the twelve months ended December 31, 2018 to Adjusted EBITDA.

	For the Twelve
	Months Ended
	December 31, 2018
	(in millions)
Net income attributable to Affinion Group Holdings, Inc.	$	302.1
Less: income from discontinued operations, net of tax		(4.8	)
Less: gain on sale of business, net of tax		(443.0	)
Loss from continuing operations attributable to Affinion Group Holdings, Inc.		(145.7	)
Interest expense, net		197.2
Income tax benefit		(27.0	)
Net income attributable to non-controlling interest		1.2
Other expense, net		1.8
Loss on extinguishment of debt		32.0
Depreciation and amortization		48.2
Business optimization expenses and restructuring charges or expenses (a)		12.1
Extraordinary or nonrecurring or unusual losses, expenses or charges (b)		17.1
Other, net (c)		10.9
Adjusted EBITDA, excluding pro forma adjustments (d)		147.8
Effect of pro forma adjustments (e)		9.6
Adjusted EBITDA, including pro forma adjustments (f)	$	157.4

(a) Represents the elimination of the effect of business optimization expenses and restructuring charges or expenses.

(b) Represents the elimination of extraordinary or nonrecurring or unusual losses, expenses or charges.

(c) Primarily represents the elimination of (i) net changes in certain reserves, (ii) share-based compensation expense and (iii) foreign currency gains and losses related to unusual, non-recurring intercompany transactions.

(d) Adjusted EBITDA, excluding pro forma adjustments, does not give pro forma effect to the projected annualized benefits of restructurings and other cost savings initiatives. However, we do make such accretive pro forma adjustments as if such restructurings and cost savings initiatives had occurred on January 1, 2018 in calculating the Adjusted EBITDA under the Existing Credit Agreement, subject to certain limitations.

(e) Gives effect to the projected annualized benefits of restructurings and other cost savings initiatives as if such restructurings and cost savings initiatives had occurred on January 1, 2018.

(f) Adjusted EBITDA, including pro forma adjustments, gives pro forma effect to the adjustments discussed in (e) above.

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Contractual Obligations and Commitments

The following table summarizes our aggregate contractual obligations at December 31, 2018, and the estimated timing and effect that such obligations are expected to have on our liquidity and cash flow in future periods. We expect to fund the contractual obligations and commitments with operating cash flow generated in the normal course of business and availability under our revolving credit facility.

	2019		2020		2021		2022		2023		2024 and thereafter		Total
	(in millions)
First lien term loan due 2022	$	13.4	$	28.5	$	58.6	$	736.9	$	—	$	—	$	837.4
Revolving credit facility (1)		—		—		—		100.0		—		—		100.0
Senior cash 12.5%/ PIK step-up to 15.5% notes    due 2022 (2)		—		—		—		681.5		—		—		681.5
Interest payments (3)		100.1		98.3		94.6		566.8		—		—		859.8
Deferred acquisition purchase price		2.0		—		—		—		—		—		2.0
Other commitments (4)		15.8		9.9		7.4		0.1		0.1		—		33.3
Operating lease commitments		18.2		17.3		15.7		13.9		10.2		2.8		78.1
Employment agreements (5)		4.1		—		—		—		—		—		4.1
Other liabilities (6)		0.4		0.5		—		—		—		3.9		4.8
Total firm commitments and outstanding debt	$	154.0	$	154.5	$	176.3	$	2,099.2	$	10.3	$	6.7	$	2,601.0

(1) Revolving credit facility expires May 10, 2022.

(2) Long-term debt is reflected at face amount.

(3) Interest on variable rate debt is based on December 31, 2018 interest rates and PIK interest is paid at maturity.

(4) Represents commitments under purchase agreements for marketing and membership program support services.

(5) Represents salary and target bonus amounts attributable to those employment agreements described under “Item 11. Executive Compensation.” Amounts are based on the assumption that no agreements are renewed beyond their initial terms and all performance metrics for bonus payouts are achieved. Amounts exclude severance and other payouts due upon hypothetical termination of employment.

(6) Includes capital lease obligations and liabilities for foreign uncertain tax positions.  

The following table summarizes our aggregate contractual obligations at December 31, 2018, giving effect to the 2019 Recapitalization, as if the Recapitalization had closed on December 31, 2018 and the estimated timing and effect that such obligations are expected to have on our liquidity and cash flow in future periods. We expect to fund the contractual obligations and commitments with operating cash flow generated in the normal course of business and availability under our Revolving Facility Commitments (as defined in the Amended Credit Agreement).

	2019		2020		2021		2022		2023		2024 and thereafter		Total
	(in millions)
Non-extended term loan due 2022	$	0.4	$	1.0	$	2.0	$	18.1	$	—	$	—	$	21.5
First lien term loan due 2024 (1)		—		—		—		7.0		17.4		673.2		697.6
Revolving credit facility (2)		—		—		—		—		—		—		—
Senior cash 12.5%/ PIK step-up to 15.5% notes    due 2022 (1)		—		—		—		10.7		—		—		10.7
Senior 18.0% PIK Notes due 2024 (1)		—		—		—		—		—		357.0		357.0
Interest payments (3)		48.8		50.0		50.6		61.1		53.9		635.6		900.0
Deferred acquisition purchase price		2.0		—		—		—		—		—		2.0
Other commitments (4)		15.8		9.9		7.4		0.1		0.1		—		33.3
Operating lease commitments		18.2		17.3		15.7		13.9		10.2		2.8		78.1
Employment agreements (5)		4.1		—		—		—		—		—		4.1
Other liabilities (6)		0.4		0.5		—		—		—		3.9		4.8
Total firm commitments and outstanding debt	$	89.7	$	78.7	$	75.7	$	110.9	$	81.6	$	1,672.5	$	2,109.1

(1) Long-term debt is reflected at face amount.

(2) Revolving credit facility expires April 10, 2023.

(3) Interest on variable rate debt is based on December 31, 2018 interest rates and PIK interest is paid at maturity.

(4) Represents commitments under purchase agreements for marketing and membership program support services.

(5) Represents salary and target bonus amounts attributable to those employment agreements described under “Item 11. Executive Compensation.” Amounts are based on the assumption that no agreements are renewed beyond their initial terms and all performance metrics for bonus payouts are achieved. Amounts exclude severance and other payouts due upon hypothetical termination of employment.

(6) Includes capital lease obligations and liabilities for foreign uncertain tax positions.  

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The above tables do not give effect to contingent obligations, such as litigation claims, standard guarantees and indemnities, contingent consideration related to acquisitions, surety bonds and letters of credit, due to the fact that at this time we cannot determine either the amount or timing of payments related to these contingent obligations. See Note 14—Commitments and Contingencies in the audited consolidated financial statements included elsewhere herein for a discussion of these contingent obligations. The above tables also do not include obligations in connection with our liabilities for uncertain tax positions as we have significant federal and state net operating loss carryforwards that we believe will be available to offset any liabilities for uncertain tax positions incurred. In addition, we refer you to our audited consolidated financial statements as of and for the years ended December 31, 2018, 2017 and 2016.

Debt Repurchases

We or our affiliates have, in the past, and may, from time to time in the future, purchase any of our or Affinion’s indebtedness. Any such future purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as we or any such affiliates may determine.

Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that have not been disclosed in “—Contractual Obligations and Commitments.”

Critical Accounting Policies

In presenting our audited consolidated financial statements in conformity with accounting principles generally accepted in the United States, we are required to make estimates and assumptions that affect the amounts reported therein. We believe that the estimates, assumptions and judgments involved in the accounting policies related to revenue recognition, accounting for marketing costs, share-based compensation, valuation of goodwill and intangible assets and valuation of tax assets and liabilities could potentially affect our reported results and as such, we consider these to be our critical accounting policies. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain, as they pertain to future events. However, certain events outside our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. We believe that the estimates and assumptions used when preparing our audited consolidated financial statements were the most appropriate at the time. Significant estimates include accounting for income tax valuation allowances, litigation accruals, the fair values of reporting units, share-based compensation, assets and liabilities acquired in business combinations and financial instruments. For a summary of all of our significant accounting policies, see Note 2—Summary of Significant Accounting Policies in the audited consolidated financial statements included elsewhere herein.

Revenue Recognition

Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). The adoption of ASC 606 affected the Company’s Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments. Within the Global Loyalty segment, the Company has contracts with certain clients that have annual revenue-sharing and tiered pricing components (variable consideration arrangements) based on transaction volumes. Under prior guidance, revenue was recognized as the Company achieved those contractual tiers. Under ASC 606, revenue derived from these revenue-sharing and tiered pricing contracts is recognized based upon an estimate of the Company’s ability to achieve those contractual tiers during each annual measurement period. Based on the Company’s estimates of reaching different contractual tiers, a portion of the estimated annual revenue is deferred to a future period within the annual measurement period as these contract features provide a material right to the Company’s clients. Within the Company’s Global Customer Engagement segment, payments made by our customers for the provision of services were amortized over the length of the contract under prior guidance. Under ASC 606, the Company has reduced its amortization period to include only the non-cancellable period of the contract, though where the cancellation of a contract would be cost prohibitive to the customer, the Company may amortize its revenue beyond the non-cancellable period. Lastly, within the Legacy Membership and Package segment, certain members are entitled to a full membership refund throughout their entire membership term, regardless of when they cancel. Under ASC 606, revenue is recognized over time in a manner that reflects the timing of transfer of goods and services to these customers.  

Goodwill and Intangible Assets

In connection with the Apollo Transactions, the Company recorded goodwill of approximately $315.3 million and intangible assets of $1,430.0 million. In subsequent years, the Company has consummated several acquisitions resulting in the recognition of additional goodwill, as well as intangible assets.

Under current accounting guidance, there is a requirement to assess goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. We assess goodwill for such impairment by comparing the carrying value of the reporting units to their fair values. Fair values of the reporting units are determined based on the present value of estimated future cash flows and incorporate assumptions that we believe marketplace participants would utilize.

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During the fourth quarter of 2018, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 10.0% to 11.0%. In 2018, the fair value of each reporting unit that has goodwill exceeded its respective carrying amount by more than 25%.  

Indefinite-lived intangible assets are tested for impairment and written down to fair value, as required by current accounting guidance. We perform reviews annually, or more frequently if circumstances indicate that an impairment may have occurred. There were no impairments identified during each of the years ended December 31, 2018, 2017 and 2016. As of December 31, 2018, intangible assets consist of assets with finite useful lives initially recorded at their respective fair values.

Income Taxes

Income taxes are presented in the audited consolidated financial statements included elsewhere herein using the asset and liability approach. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statements and income tax bases of assets and liabilities using currently enacted tax rates. Deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the income tax provision, while increases to the valuation allowance result in additional income tax provision. The realization of deferred tax assets is primarily dependent on estimated future taxable income. As of December 31, 2018 and 2017, the Company has recorded a full valuation allowance for its U.S. federal net deferred tax assets. As of December 31, 2018 and 2017, the Company has also recorded valuation allowances against the deferred tax assets of certain state and foreign taxing jurisdictions.

The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes changes in estimated accrued interest and penalties related to UTPs as an increase or decrease to the income tax provision, as applicable.

The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

On December 22, 2017, the TCJA was enacted into law. The TCJA significantly revises the U.S. corporate income tax laws by, among other things, lowering the corporate income tax rate to 21%, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the “transition tax”). The U.S. federal income tax rate reduction was effective as of January 1, 2018. The Company has elected to account for GILTI (global intangible low-taxed income), as a period cost if and when incurred. The Company recorded provisional amounts related to the TCJA for the remeasurement of deferred taxes and the transition tax for the year ended December 31, 2017. During 2018 and prior to December 22, 2018, the Company finalized and completed its accounting associated with the TCJA, and no subsequent adjustments to provisional amounts were recorded.

Cautionary Statements for Forward-Looking Information

This Report contains “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear under headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” When used in this Report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements, including without limitation, management’s examination of historical operating trends, are based on our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, management’s expectations, beliefs and projections may not result or be achieved.

We claim the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Examples of forward-looking statements include:

• business strategy;

• financial strategy;

• projections of revenue, earnings, balance sheet, capital structure and other financial items;

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• statements of our plans and objectives;

• statements of expected future economic performance; and

• assumptions underlying statements regarding us or our business.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in this Report. Important factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in, or incorporate by reference into, this Report are set forth elsewhere in this Report, including under the heading “Risk Factors.” As stated elsewhere in this Report, these risks, uncertainties and other important factors include, among others:

• general economic and business conditions and international and geopolitical events;

• a downturn in the credit card industry or changes in the marketing techniques of credit card issuers;

• the effects of a decline in travel due to political instability, adverse economic conditions or otherwise, on our travel fulfillment business;

• termination or expiration of one or more agreements with our clients, particularly our largest clients, or reduction of the marketing of our services by one or more of our clients;

• changes in, or the failure or inability to comply with, laws and governmental regulations, including changes in global distribution service rules and privacy laws and regulations;

• the outcome of numerous legal and regulatory actions;

• our substantial leverage and restrictions in our debt agreements;

• dependence on third-party vendors to supply certain products or services that we market;

• ability to execute our business strategy, development plans or cost savings plans;

• changes in accounting principles and/or business practices;

• availability, terms, and deployment of capital; and

• failure to protect private data, which would cause us to expend capital and resources to protect against future security breaches.

These risks and other uncertainties are discussed in more detail in “Item 1A. Risk Factors.” There may be other factors, including those discussed elsewhere in this Report that may cause our actual results to differ materially from the results referred to in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Report and are expressly qualified in their entirety by the cautionary statements included in this Report. We undertake no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Following is a description of our risk management policies.

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity for the Company’s long-term debt as of December 31, 2018 (in millions, except average interest rate amounts).  

																			Fair Value At
															2024 and				December 31,
	2019			2020			2021			2022			2023		Thereafter		Total		2018
	(in millions)
Fixed rate debt	$	0.4		$	0.5		$	—		$	681.5		$	—	$	—	$	682.4	$	520.6
Average interest rate		14.86	%		15.50	%		15.50	%		15.50	%
Variable rate debt	$	13.4		$	28.5		$	58.6		$	836.9		$	—	$	—	$	937.4	$	913.8
Average interest rate (a)		10.64	%		10.62	%		10.53	%		10.53	%

(a) Average interest rate is based on the estimated three month U.S. dollar LIBOR forward curve at December 31, 2018.

As a matter of policy, we do not use derivatives for trading or speculative purposes.

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Foreign Currency Forward Contracts

We generally do not utilize foreign currency forward contracts as we do not consider our foreign currency risk to be material, although the Company continues to evaluate its foreign currency exposures in light of the current volatility in the foreign currency markets.

Through April 30, 2017, on a limited basis the Company entered into 30 day foreign currency forward contracts, and upon expiration of the contracts, entered into successive 30 day foreign currency forward contracts. The contracts were entered into to mitigate the Company’s foreign currency exposures related to intercompany loans which were not expected to be repaid within the next twelve months and were denominated in Euros and British pounds. The Company has not entered into such contracts subsequent to April 2017.

No realized gain or loss on forward contracts was recognized for the year ended December 31, 2018. The Company recognized a realized loss of $1.3 million and a realized gain of $4.1 million for the years ended December 31, 2017 and 2016, respectively, on forward contracts.

Credit Risk and Exposure

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of receivables and prepaid commissions. We manage such risk by evaluating the financial position and creditworthiness of such counterparties. Receivables are from various marketing and business partners and we maintain an allowance for losses, based upon expected collectability. Prepaid commissions are periodically evaluated as to recovery.

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Item 8. Financial Statements and Supplementary Data

AFFINION GROUP HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F–2
Consolidated Balance Sheets as of December 31, 2018 and 2017	F–4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016	F–5
Consolidated Statements of Changes in Deficit for the years ended December 31, 2018, 2017 and 2016	F–6
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016	F–7
Notes to Consolidated Financial Statements of the Company	F–8

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Control and Procedures. The Company, under the direction of the Chief Executive Officer and the Chief Financial Officer, has established disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our “internal control over financial reporting” will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Notwithstanding the foregoing, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

As of December 31, 2018, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2018, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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Our internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control - Integrated Framework (2013).

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2018. The effectiveness of the Company’s internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears under Item 8.

Changes in Internal Control over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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Item 9B. Other Information

Delisting of Existing Common Stock

We delisted our Existing Common Stock from the OTCQX on April 10, 2019 and intend to terminate the registration under Section 12(g) of the Exchange Act of the Existing Common Stock promptly following the filing of this Report. Upon consummation of the 2019 Recapitalization on April 10, 2019, the Existing Common Stock, the Class C Common Stock and the Class D Common Stock were cancelled. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

2019 Recapitalization

On April 10, 2019, Affinion Holdings completed the 2019 Recapitalization. To the extent that the issuance of New Common Stock to any investor or group of investors (whether as a result of participation in the 2019 Exchange Offer, the Pre-Emptive Rights Offer or pursuant to the Investor Purchase Agreement) would require the consent of, or notice to, any governmental authority (including the U.K. Financial Conduct Authority), and such consent or notice has not been obtained or delivered prior to the settlement of the 2019 Exchange Offer, New Penny Warrants were issued in lieu of shares of New Common Stock. Pursuant to the 2019 Exchange Offer, approximately $670.8 million of the 2017 Notes were exchanged for 725,678 shares of New Common Stock and 10,522,940 New Penny Warrants. Upon closing of the 2019 Exchange Offer, there remained outstanding approximately $10.7 million aggregate principal amount of the 2017 Notes. Previously, on March 20, 2019, Affinion entered into the Supplemental Indenture between Affinion and the 2017 Notes Trustee, to the 2017 Notes Indenture. The Supplemental Indenture, which became operative on April 10, 2019, amended the 2017 Notes Indenture by (a) eliminating substantially all of the restrictive covenants, (b) making amendments to certain existing terms and (c) eliminating certain events of default and related provisions contained in the 2017 Notes Indenture.

As part of the 2019 Recapitalization, Affinion Holdings and Affinion jointly conducted the 2019 Rights Offering. The 2019 Rights Offering was for an aggregate principal amount of $300.0 million of New Notes. In connection with the 2019 Rights Offering, the Financing Parties entered into the Investor Purchase Agreement with Affinion Holdings and Affinion, whereby the Financing Parties (or affiliates of the Financing Parties) agreed to purchase from Affinion an aggregate principal amount of New Notes that were unpurchased in the 2019 Rights Offering. On the closing of the 2019 Exchange Offer, the Company paid the Financing Parties, in accordance with the terms of the Investor Purchase Agreement, a financing premium of (i) $57.0 million in aggregate principal amount of New Notes and (ii) New Common Stock equal to 12.5% of the outstanding New Common Stock, after giving effect to the 2019 Exchange Offer, the Merger, the 2019 Pre-Emptive Rights Offer and the payment of such financing premium (but before giving effect to any dilution from the New MIP and the New Investor Warrants). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

In connection with the 2019 Exchange Offer, on February 28, 2019, the holders of 66-2/3% of the 2017 Warrants to purchase Existing Common Stock, issued pursuant to the 2017 Warrant Agreement, consented to an amendment to the 2017 Warrant Agreement as a result of which the 2017 Warrants, if unexercised, were mandatorily cashlessly exercised immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger. Certain Consenting Stakeholders exercised their warrants using full physical settlement, subject to, and effective immediately following, the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger. In addition, Metro SPV exercised for cash its Limited Warrant effective immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger.

Immediately following the consummation of the 2019 Exchange Offer and the exercises of the 2017 Warrants and the Limited Warrant, the Merger was consummated. The Merger was approved by the board of directors and stockholders of each of Affinion Holdings and Merger Sub. As a result of the Merger, (i) each holder of Class C/D Common Stock received for each share of Class C/D Common Stock cash equal to $0.01 per share of Class C/D Common Stock held thereby, (ii) each holder of Existing Common Stock, including as a result of the exercise of 2017 Warrants and the Limited Warrant as described above, received for each share of Existing Common Stock 0.089809 New Investor Warrants and (iii) each holder of Class M Common Stock received for each share of Class M Common Stock one share of New Common Stock of the surviving entity. In connection with the issuance of the Class M Common Stock, the Company and its stockholders approved the Charter Amendment to create a new class of common stock, designated as “Class M Common Stock,” having par value $0.01 per share and the By-laws Amendment to make the By-laws consistent with the provisions of the Charter Amendment.

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Pursuant to the New Investor Warrant Agreement, each New Investor Warrant is exercisable for one share of New Common Stock at any time, subject to required regulatory approval and filings applicable to the holder of a New Investor Warrant. In order to exercise its New Investor Warrant, a holder of New Investor Warrants will need to submit an exercise notice to Affinion Holdings, together with the exercise price equal of $67.12 per share. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by Affinion Holdings on the fifth year anniversary of the initial issuance thereof, for $0.01 per share. New Investor Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority. The New Investor Warrants will not be entitled to participate in dividends on New Common Stock but instead will benefit from customary anti-dilution protections that result in an adjustment of the conversion price when and if dividends, distributions or stock buy-backs are effected. In addition to the anti-dilution adjustments to exercise price in the event of dividends and distributions declared and paid on New Common Stock, the New Investor Warrant has limited and customary anti-dilution adjustments for stock dividends, splits, reverse-splits, reclassifications, reorganizations and similar transformative transactions that alter, amend or modify the New Common Stock.

Upon exercise of New Investor Warrants, such holders will be required to execute joinders to the New Stockholders Agreement.

The consummation of the 2019 Recapitalization resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code.  This substantially limits our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes.

The Company is evaluating the accounting for the 2019 Recapitalization, including the treatment of debt issuance costs, for which there will be significant charges that impact future periods.

Affinion Holdings issued the Class M Common Stock, New Common Stock, New Investor Warrants and New Penny Warrants in reliance on the exemption provided by Section 4(a)(2) of the Securities Act. The Class M Common Stock, New Common Stock, New Investor Warrants and New Penny Warrants were offered and issued, only (a) in the United States, to holders of 2017 Notes who are (i)(x) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (y) institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act and (ii) “institutional accounts” within the meaning of FINRA Rule 4512(c) and (b) outside the United States, to holders of 2017 Notes who are not “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance on Regulation S of the Securities Act. The Class M Common Stock, New Common Stock, New Investor Warrants and New Penny Warrants were offered only to eligible holders who certified to Affinion and Affinion Holdings that they were eligible to participate in the 2019 Exchange Offer and investors party to the Investor Purchase Agreement who represented to Affinion and Affinion Holdings that they were “qualified institutional buyers,” institutional “accredited investors,” and “institutional accounts” or were not U.S. persons.

The Amended Credit Agreement

In connection with the consummation of the 2019 Recapitalization on the Closing Date, Affinion entered into certain amendments to the Existing Credit Agreement to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement. The Revolving Facility Lenders (as defined in the Existing Credit Agreement) and the Consenting Lenders agreed to extend the maturity of all Revolving Facility Loans (as defined in the Existing Credit Agreement) and such Consenting Lender’s outstanding 2019 Term Loans, as applicable, and consent to the proposed modifications with respect thereto in accordance with the terms and subject to the conditions set forth in the Fifth Amendment; upon the consummation of the 2019 Recapitalization, Term Loans held by Term Lenders (as defined in the Existing Credit Agreement) that did not agree to extend their Term Loans into 2019 Term Loans were deemed Non-Extended Term Loans, and the Revolving Facility Commitments were reduced to $85.0 million.

The material terms of the Amended Credit Agreement are the following:  

The Amended Credit Agreement provides for quarterly amortization payments of the 2019 Term Loans totaling (i) for the first 3 years following the Fifth Amendment Effective Date, 0% per annum, (ii) for the fourth year following the Fifth Amendment Effective Date, 1.0% per annum and (iii) for each year thereafter 2.5% per annum, in each case, payable quarterly, with the balance payable upon the final maturity date. The Non-Extended Term Loans continue to be subject to an amortization schedule consistent with that set forth in the Existing Credit Agreement.  

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In addition, the Amended Credit Agreement requires Affinion to prepay outstanding term loans with:

• 100% of the net cash proceeds of asset sales and dispositions in excess of an amount per transaction and in the aggregate per fiscal year, subject, to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from any insurance or condemnation event, subject to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from extraordinary and non-recurring cash receipts in excess of an amount per receipt;

• 50% of Affinion’s excess cash flow beginning with the fiscal year ending December 31, 2019; and

• 100% of the net cash proceeds received from issuances of debt, subject to certain exclusions including certain debt permitted to be incurred under the Amended Credit Agreement.

The terms of the Amended Credit Agreement allow Affinion to permanently reduce the revolving loan commitments at any time without premium or penalty, subject to the payment of customary LIBOR breakage costs, if any, and provided that the commitments may not be reduced below the aggregate outstanding amount of revolving loans and letters of credit. In addition, Affinion will be able to terminate the Amended Credit Agreement upon prior written notice, and, in some cases, be able to revoke such notice. Upon termination, Affinion will be required to repay all obligations outstanding under the Amended Credit Agreement and to satisfy all outstanding letter of credit obligations. Voluntary prepayments of 2019 Term Loans will be subject to (i) a make-whole premium for prepayments on or prior to the second anniversary of the Closing Date, and (ii) a prepayment premium of 103% of the principal amount prepaid after the second anniversary but on or prior to the third anniversary of the Closing Date. Voluntary prepayments of the Non-Extended Term Loans will continue to be subject to the premiums set forth in the Existing Credit Agreement.

The interest rates are based on, at Affinion’s option, with respect to (A) 2019 Term Loans, (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 5.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) the ABR, in each case plus 4.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), and (B) revolving loans under the Amended Credit Agreement (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 4.00%, or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00%, in each case plus 3.00%.  The interest rates for the Non-Extended Term Loans will continue to be the same as those set forth in the Existing Credit Agreement.

Additionally, if any amount payable under the Amended Credit Agreement is not paid when due, (i) all overdue amounts owing under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0% or at the ABR plus the applicable margin plus an additional 2.0% if no rate is otherwise applicable thereto and (ii) all other principal amounts outstanding under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%.

Affinion has the option of requesting that loans be made as LIBOR loans, converting any part of outstanding ABR loans (other than swingline loans) to LIBOR loans and converting any outstanding LIBOR loan to an ABR loan, subject to the payment of LIBOR breakage costs. With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.

Affinion’s obligations under the Amended Credit Agreement continue to be guaranteed by Affinion Holdings and by each of Affinion’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions, and certain existing and subsequently acquired foreign subsidiaries, subject to certain exceptions.

The Amended Credit Agreement continues to be secured to the extent legally permissible by substantially all the assets of (i) Affinion Holdings, which continue to consist of a perfected first-priority pledge of all of Affinion’s capital stock and (ii) Affinion and the subsidiary guarantors, including but not limited to: (a) a first-priority pledge of substantially all capital stock held by Affinion or any subsidiary guarantor (which pledge, with respect to stock of certain foreign subsidiaries, may be limited to 100% of the non-voting stock (if any) of such foreign subsidiaries and 65% of the voting stock of such foreign subsidiaries) and (b) perfected first-priority security interests in substantially all tangible and intangible assets of Affinion and each subsidiary guarantor, subject to certain exceptions.

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The Amended Credit Agreement contains financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the Amended Credit Agreement include, among other things, limitations (all of which are subject to certain exceptions) on Affinion’s and its restricted subsidiaries’ (and in certain cases, Affinion Holdings’) ability to:

• declare dividends and make other distributions;

• redeem or repurchase Affinion’s or such restricted subsidiary’s capital stock;

• prepay, redeem or repurchase certain of Affinion’s or such restricted subsidiary’s junior indebtedness;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• grant liens;

• enter into sale-leaseback transactions;

• modify the terms of subordinated debt (and certain senior unsecured debt);

• enter into agreements that would restrict the ability of Affinion’s subsidiaries to pay dividends;

• change Affinion’s or such restricted subsidiary’s business or the business of its subsidiaries;

• merge or enter into acquisitions;

• sell Affinion’s or such restricted subsidiary’s assets; and

• enter into transactions with Affinion’s affiliates.

In addition, the Amended Credit Agreement requires Affinion to comply with a maximum Senior Secured Leverage Ratio (as defined in the Amended Credit Agreement) beginning with the fiscal quarter ending on September 30, 2020.

The events of default under the Amended Credit Agreement include, among others, nonpayment, material misrepresentations, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined in the Amended Credit Agreement) and cross-events of defaults and acceleration on material indebtedness. Upon the occurrence of an event of default and the acceleration of the outstanding term loans under the Amended Credit Agreement (including, without limitation, by way of automatic acceleration), the applicable prepayment premium that would have been due if the term loans were optionally prepaid at such time shall also become due and payable.

The New Notes Indenture

On April 10, 2019, Affinion issued $357.0 million aggregate principal amount of New Notes under the New Notes Indenture by and among Affinion, the guarantors party thereto and GLAS Trust Company LLC, as trustee.

The New Notes are unsecured senior obligations of Affinion, as issuer, and the Guarantors; provided that the obligations of any Guarantor that is organized in any jurisdiction other than the United States or the United Kingdom with respect to its guarantee is subordinated in right of payment to the prior payment in full in cash of all obligations under the Amended Credit Agreement (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified). The New Notes will mature on October 10, 2024, at their principal amount, plus accrued and unpaid interest to, but not including, the maturity date.

Interest on the New Notes accrues at a rate per annum of 18.00%. Interest on the New Notes will be payable semi-annually in arrears on April 10 and October 10, commencing on October 10, 2019. Affinion will make each interest payment to the holders of record of the New Notes on the March 26 or September 25 record date immediately preceding the related interest payment date. The New Notes will accrue interest from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 10, 2024, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will be payable on the New Notes by increasing the principal amount of each holder’s New Notes in the register by the PIK Payment. Following an increase in the principal amount of New Notes as a result of a PIK Payment, such New Notes will bear interest on such increased principal amount from and after the interest payment date in respect of which such PIK Payment was made.

Affinion may redeem the New Notes, at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

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Subject to the terms of the Amended Credit Agreement, at any time, upon a Change of Control (as defined in the New Indenture), holders have the right to require Affinion to make an offer to purchase the holders’ New Notes, in each case at a purchase price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The New Indenture contains certain covenants that limit Affinion’s ability and the ability of its restricted subsidiaries to, among other things, (i) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock; (ii) pay dividends or make distributions; (iii) repurchase or redeem capital stock of Affinion or any parent of Affinion or subordinated indebtedness of Affinion or any restricted subsidiary of Affinion; (iv) make investments or acquisitions; (v) incur restrictions on the ability of certain of Affinion’s subsidiaries to pay dividends or to make other payments to Affinion; (vi) enter into transactions with affiliates; (vii) create liens; (viii) merge or consolidate with other companies or transfer all or substantially all of Affinion’s assets; and (ix) prepay, redeem or repurchase debt that is junior in right of payment to the New Notes.  In addition, the covenants restrict Affinion Holdings’ ability to engage in certain businesses or business activities. Affinion is also required to deliver financial statements of Affinion and its restricted subsidiaries.

The New Indenture also provides that if the Consolidated Net Leverage Ratio of Affinion on the maturity date of the New Notes is greater than or equal to 8.50 to 1.00, then, in lieu of Affinion making any required principal payment on the New Notes on such maturity date, the holders of a majority in aggregate principal amount of the New Notes outstanding may, with the consent of the Company elect to convert the then outstanding principal amount of the New Notes into New Common Stock, equal to a percentage of the fully diluted equity of the Company (calculated prior to dilution from the issuance of any New Common Stock, or securities convertible into New Common Stock, in each case issued under the New MIP), calculated by multiplying (A) 99.9999 by (B) (1) the aggregate outstanding principal amount of New Notes and any additional New Notes issued under the indenture (calculated after giving effect to any PIK Payments) as of such date divided by (2) the aggregate principal amount of New Notes and any additional New Notes issued under the indenture (including 18% PIK interest paid semi-annually on such New Notes and additional New Notes from the date of issuance thereof to the maturity date).

As of December 31, 2018, after giving effect to the 2019 Recapitalization, the New Notes would have ranked effectively junior to approximately $719.1 million of Affinion’s secured indebtedness, all of which would have consisted of borrowings under the Amended Credit Agreement.

New Warrant Agreement; New Penny Warrants

In connection with the 2019 Exchange Offer and the Investor Purchase Agreement, on April 10, 2019, Affinion Holdings entered into the New Warrant Agreement, setting forth the terms of the New Penny Warrants to purchase shares of New Common Stock. Pursuant to the terms of the Warrant Agreement, the New Penny Warrants are immediately exercisable upon issuance and will have no stated expiration date. Each New Penny Warrant is exercisable for one share of New Common Stock at a price equal to $0.000001.

The New Penny Warrants contain customary provisions for the adjustment of the number of shares of New Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of New Common Stock to the extent that holders of New Penny Warrants are not permitted to participate on an as-exercised basis.

The New Penny Warrants will be immediately exercisable upon issuance and will have no stated expiration date. All of the New Penny Warrants will be mandatorily exercised no later than two business days after Elliott having received all regulatory approvals of, and submitted all required notices to, any governmental entity whose consent from, or notice to, is required for Elliott’s exercise of its New Penny Warrants. New Penny Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority.

Holders of exercisable New Penny Warrants will be entitled to participate in dividends on an as-exercised basis. Holders of New Penny Warrants will not be entitled to any other rights of holders of New Common Stock until, and to the extent, they have validly exercised their New Penny Warrants. Upon exercise, such holders will be required to execute signature pages to the New Stockholders Agreement.

Neither the New Penny Warrants nor the New Common Stock issuable upon the exercise thereof were registered under the Securities Act or any state or foreign securities laws, but were instead issued in reliance upon exemptions from the registration requirements of the Securities Act. As a result, neither the New Penny Warrants nor the shares of New Common Stock issuable upon the exercise thereof may be offered or sold within the United States, or to, or for the account or benefit of, any United States person absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

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New Stockholders Agreement

On April 10, 2019, Affinion Holdings and certain investors, including Elliott, Metro SPV and Mudrick, entered into the New Stockholders Agreement to replace the Shareholders Agreement that was terminated in connection with the Merger. In addition, as a condition to the delivery of New Common Stock, each recipient of New Common Stock executed and delivered a joinder to the New Stockholders Agreement, in form and substance reasonably acceptable to Affinion Holdings.

The New Stockholders Agreement contained the following terms:

Negative Covenants

Pursuant to the New Stockholders Agreement, the Company may not, and may not cause any of its material subsidiaries to, voluntarily liquidate, dissolve or file a petition for bankruptcy without the consent of either Metro SPV or Mudrick (in each case subject to such stockholders maintaining a requisite threshold of ownership). Furthermore, the Company may not enter into certain related party transactions involving more than $50,000 with any holder of 5% or more of the New Common Stock (or any affiliate thereof) without the approval of a majority of the Company’s disinterested directors, subject to certain limited exceptions.

Right of First Offer

Stockholder Group Members (as defined below) have a right of first offer to purchase any New Common Stock or derivative securities that any other Stockholder Group Member proposes to transfer on and subject to the terms set forth in the New Stockholders Agreement. The right of first offer will not apply (w) to affiliate transfers, (x) to tag along sales, (y) to drag-along sales or (z) in connection with an IPO.

Tag-Along Rights

If Elliott or any of its affiliates proposes to transfer for value any shares of New Common Stock or warrants, then each Stockholder Group Member may elect to sell its pro rata portion of New Common Stock or warrants to the transferee at the same price and on substantially the same terms and conditions as agreed to by the transferee and investor initiating such transaction. These tag-along rights do not apply to transfers (w) of less than 20% of the outstanding New Company Stock held by Elliot and its affiliates, (x) to affiliates, (y) as part of an IPO or (z) as part of a drag-along sale.

Drag-Along Rights

Prior to and including the occurrence of an IPO, if Elliott, either acting alone or together with other Dragging Stockholders (as defined below), proposes a transfer of all of the outstanding shares of New Common Stock held by such Dragging Stockholder or a sale of all of the assets of the Company and its subsidiaries on a consolidated basis, then the Dragging Stockholder may require each other stockholder to sell its New Common Stock or derivative securities for its pro rata share (based on its equity security ownership) of its applicable per share drag price as specified in the New Stockholders Agreement.  

Preemptive Rights

Prior to an IPO, the New Stockholders Agreement will provide that upon a proposed issuance of equity securities of Affinion Holdings by Affinion Holdings or its subsidiaries, Affinion Holdings shall offer to each holder of 7% or more of the outstanding New Common Stock the right to purchase its pro rata share, based on ownership of New Common Stock, of such securities on the terms and conditions of the proposed issuance. The preemptive rights are subject to customary limited carve-outs.

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Amendments

The New Stockholders Agreement requires that the Company’s charter documents cannot be amended in any manner that is disproportionately and materially adverse to the rights or obligations of any stockholder relative to the rights of another stockholder, without the prior written consent of such stockholder. Additionally, the New Stockholders Agreement requires that any amendments to the New Stockholders Agreement must be approved by the holders of a majority of the New Common Stock, provided that any amendments that materially and disproportionately adversely affect the rights or obligations of a stockholder relative to the rights of another stockholder must be approved by such adversely affected stockholder (other than in respect of amendments that correct clerical errors or that reflect the grant of rights associated with new equity interests otherwise issued in compliance with the New Stockholders Agreement and the charter documents that do not discriminate among the then-existing stockholders). Finally, the New Stockholders Agreement will provide that any amendment or other modification to the section of the New Stockholders Agreement entitled “Information Rights of Stockholders; Records Required by the DGCL; Right of Inspection,” the article of the New Stockholders Agreement entitled “Transfers”,  or the board rights of any specified stockholder contained in the section of the New Stockholders Agreement entitled “Management and Control of Business” (other than to increase the size of the board and to grant rights in respect of newly created board positions in certain circumstances) shall require the written consent of each stockholder holding more than five percent (5%) of the New Common Stock on a fully diluted basis (subject to certain limited exceptions in which the approval of a majority of the outstanding New Common Stock is required).

Financial Reports; Information Rights

The New Stockholders Agreement obligates Affinion to deliver annual audited and quarterly unaudited financial statements to each stockholder (other than a Competitor, as that term is defined in the New Stockholders Agreement), as well as give access (no more than once per fiscal quarter) to senior officers of the Company to discuss the status of the Company to each Stockholder Group Member.  

Representations and Warranties

Stockholders party to the New Stockholders Agreement, including as a result of executing a signature page thereto, will be required to make customary representations and warranties to Affinion Holdings regarding (i) organization, (ii) authority and (iii) absence of violations of applicable law or agreements to which such stockholders are subject.

Term; Termination

The New Stockholders Agreement shall terminate upon the earliest of: (i) termination by the written agreement of the parties, (ii) termination by the unanimous written consent of all stockholders, (iii) the dissolution, liquidation or winding up of Affinion Holdings, (iv) the occurrence of an IPO or (v) the consummation of an approved sale pursuant to the drag-along regime in which all Stockholder Group Members participate as either dragging stockholders or drag-along sellers.

Director Elections

Subject to receiving regulatory approval and the satisfaction of certain ownership thresholds, the New Stockholders Agreement contains the right of Elliott to nominate three directors, the right of Metro SPV to nominate one director, the right of Mudrick to nominate one director, a sixth director to be appointed by mutual agreement of Elliott, Metro SPV and Mudrick, and that the Chief Executive Officer shall serve as the seventh director.

New Registration Rights Agreement

On April 10, 2019, the Company and certain investors holding at least 7% of the New Common Stock on a fully diluted basis, including the Consenting Stakeholders, entered into the New Registration Rights Agreement, pursuant to which Affinion Holdings has granted the holders the right, under certain circumstances and subject to certain restrictions, to require Affinion Holdings to register under the Securities Act the shares of New Common Stock that are held or acquired by them, replacing the A&R Registration Rights Agreement that was terminated in connection with the Merger.  The New Registration Rights Agreement is substantively similar to the A&R Registration Rights Agreement, except that there shall be no registration rights prior to an IPO.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Set forth below is certain information concerning the individuals that are currently serving as our executive officers and/or members of the Board of Directors. The ages of each officer and/or director set forth below is as of December 31, 2018. Messrs. Browne and Palter are the nominees of Metro SPV LLC, a subsidiary of investment vehicles affiliated with ICG Strategic Equity Advisors LLC, pursuant to the Nominating Agreements (as defined below) with Affinion Holdings. Messrs. Camporin and Iaccarino are the nominees of affiliates of Elliott Management Corporation, pursuant to the Nominating Agreements with Affinion Holdings. Mr. Siegel, in his capacity as Chief Executive Officer, was nominated to serve as a director pursuant to the Shareholders Agreement.

Name	Age	Position
Gilbert S. Palter	53	Chairman of the Board of Directors
Todd H. Siegel	48	Chief Executive Officer and Director
Gregory S. Miller	48	Executive Vice President, Chief Operating Officer and Chief Financial Officer
Michele Conforti	51	President and Managing Director, Global Customer Engagement
Brian J. Fisher	48	Executive Vice President and General Counsel
Scott Lazear	53	Executive Vice President and Chief Commercial Officer, Loyalty and Engagement Americas
Christophe Browne	40	Director
Austin Camporin	36	Director
Rick P. Frier	57	Director
Michael Iaccarino	54	Director
Mark R. Vondrasek	50	Director

Gilbert S. Palter has been the Chairman and a member of the Board since July 20, 2017. Mr. Palter also has served as chairperson of the Human Resources Committee of the Board since July 20, 2017 and as the chairperson of the Nominating Committee and Corporate Governance Committee of the Board since April 25, 2018. Mr. Palter is the Co-Founder, Managing Partner and Chief Investment Officer of EdgeStone, which he joined in May 1999. Prior to co-founding EdgeStone, Mr. Palter was the Founder, Chief Executive Officer and Managing Director of Eladdan Capital Partners, a Toronto-based private equity fund targeting middle-market Canadian and U.S. companies from 1997 to 1999. Mr. Palter also founded Eladdan Enterprises in May 1995, a boutique investment bank specializing in providing buy side mergers and acquisitions advice to Canadian and U.S. companies, particularly on cross-border acquisitions and investments, where he worked from 1995 to 1996. Mr. Palter has previously worked at Smith Barney (1994 to 1995), Clairvest Group Inc. (1993 to 1994), McKinsey & Company (1990 to 1993) and Morgan Stanley (1988 to 1989). Mr. Palter currently serves as Chairman of Specialty Commerce Corp. and is also a member of the board of directors of Atlantic Power Corporation (NYSE/TSX) and Porter Airlines Holdings Inc. Mr. Palter is a former Chairman of Aurigen Capital Limited, Stephenson’s Holdings Inc., BreconRidge Corporation, Hair Club Group, Continental Alloys & Services, BFI Canada, and Farley Windows, and was previously a director of Alliance Films, Center for Diagnostic Imaging, Lavalife, Mitel Networks, RPX Corporation, Trimaster Manufacturing, Tunnel Hill LP and Xantrex Technology. Mr. Palter is actively involved in a number of philanthropic organizations. He was a 2003 recipient of “Canada’s Top 40 Under 40” award, a recipient of the Ernst & Young Entrepreneur Of The Year® Award 2006, and is a member of the Young Presidents’ Organization (YPO Gold). Mr. Palter brings significant experience in finance and management in both domestic and international contexts to the Board.

Todd H. Siegel was appointed Chief Executive Officer and a director of the Company as of September 20, 2012. Mr. Siegel was formerly the Chief Financial Officer of Affinion from November 2008 to September 2012 and served as an Executive Vice President since October 17, 2005. Mr. Siegel also served as our General Counsel from October 17, 2005 to February 16, 2009. Mr. Siegel joined us in November 1999 as a member of the Legal Department of the Membership Division of Cendant and most recently served as General Counsel of Trilegiant starting in July 2003 and Cendant Marketing Group starting in January 2004. From 1997 to 1999, Mr. Siegel was employed as a corporate associate at Skadden, Arps, Slate, Meagher and Flom, LLP. From 1992 until 1994, he was employed as a certified public accountant with Ernst & Young. Mr. Siegel serves on the board of directors of Presidio, Inc. and Dakota Holdings, Inc.

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Gregory S. Miller was appointed Chief Operating Officer as of November 14, 2018. Previously, Mr. Miller was appointed Executive Vice President and Chief Financial Officer of the Company as of January 20, 2014. From July 2011 until January 17, 2014, Mr. Miller served as Senior Vice President, Financial Planning and Divisional Operations, for The Madison Square Garden Company with responsibility for all financial matters of its operating divisions as well as its corporate strategic and financial planning divisions. From May 2007 until June 2011, Mr. Miller served as the Senior Vice President and Chief Financial Officer for the North American Division of Affinion with responsibility for all financial matters for North American Operating Business Units. Mr. Miller served as Senior Vice President of Finance of Affinion from June 2005 until May 2007, the Vice President of Financial Planning and Analysis of Trilegiant from June 2003 until June 2005, the Director of Financial Planning and Analysis of Trilegiant from October 2000 until June 2003, and the Senior Manager of Accounting of Cendant Membership Services from December 1999 until October 2000. Prior to his tenure at Affinion, he held various positions at Citizens Communications and The Coca Cola Bottling Company of New York. From 1992 until 1994, Mr. Miller was employed with Coopers & Lybrand.

Michele Conforti was appointed President and Managing Director, Global Customer Engagement as of January 1, 2016. Prior to that, he served as President and Managing Director of Affinion International since February 2014 and Executive Vice President, Managing Director and Chief Financial Officer of Affinion International beginning in 2010, having been promoted from Senior Vice President and Chief Financial Officer, a role he began in 2007. Prior to joining Affinion International in 2007, he spent ten years with American Express from 1998 to 2000 and then again from 2001 to 2007 holding various key positions including Chief Financial Officer of Establishment Services International, a Business Unit/Division of American Express. Prior to his tenure at American Express, Mr. Conforti also held positions with Enel as Vice President/Head of Corporate Financial Analysis - Investor Relations from 2000 to 2001, with DHL International as Area Controller from 1995 to 1998, and at Ansaldo Trasporti – Gruppo Finmeccanica as Senior Financial Analyst from 1993 to 1995.

Brian J. Fisher was appointed Executive Vice President and General Counsel on March 1, 2014. Prior to that, he served as General Counsel of the Company’s North American business. Mr. Fisher joined us in November 2002 as a member of the Legal Department. Prior to joining the Company, Mr. Fisher was employed as a corporate associate at Akin, Gump, Strauss, Hauer & Feld, LLP.

Scott Lazear was appointed Chief Commercial Officer as of July, 2018 and Chief Business Development Officer as of June 1, 2017, and prior to that, was President, Connexions Loyalty from June 2010 to June 2017. Mr. Lazear served as Senior Vice President of Sales, Client Management and Strategy for Affinion Benefits Group from July 2006 to June 2010. Mr. Lazear was Senior Vice President of Business Development and Client Solutions for Cendant Marketing Group from April 2003 to July 2006. Prior to that, he was Vice President of Sales and Marketing for Trilegiant Loyalty Solutions from March 1999 to April of 2003. Prior to his tenure at Affinion, he served as Vice President of Business Development for NCCI from October 1993 until March of 1999. 

Christophe Browne has been a director of the Company and a member of the Audit Committee of the Board since July 20, 2017. Mr. Browne is a Managing Director of ICG Strategic Equity Advisors LLC, a specialist asset manager investing in private debt, credit and equity with over $26 billion of assets under management globally. He joined ICG Strategic Equity Advisors LLC in 2014 and is a member of the Investment Committee for the Strategic Secondaries funds. Prior to joining ICG Strategic Equity Advisors LLC, Mr. Browne was a Founding Partner of NewGlobe Capital Partners focused on specialized private equity fund restructuring transactions. He has over 14 years of investment experience in the US, Europe and Emerging Markets. From 2006-2012 he worked as a Principal at Vision Capital Partners and as an Investment Analyst at the IFC, the private investment arm of the World Bank. Mr. Browne currently serves as an Observer to the boards of Cambium Learning Group and ITN Networks, as well as Chairman of the Advisory Committee for EdgeStone Capital Partners. Mr. Browne brings his extensive experience as a professional in the private equity industry, including considerable expertise in corporate finance and investment management activities to the Board.

Austin Camporin has been a director of the Company and a member of the Human Resources Committee of the Board since July 20, 2017 and a member of the Nominating and Corporate Governance Committee of the Board since April 25, 2018. Mr. Camporin is an Associate Portfolio Manager at Elliott Management Corporation, a New York-based investment fund with $33 billion in assets under management. He joined Elliott in 2009, focusing primarily upon public equity and credit opportunities. Prior to joining the firm, Mr. Camporin began his career at JPMorgan in 2004, first as a high-yield credit analyst and then in 2007 moving to the distressed debt proprietary trading group. Mr. Camporin is a CFA charterholder and is also co-president and founder of the Good Shepherd of Darien Foundation. Mr. Camporin brings significant experience in investment and leading financial operations for both public and private companies to the Board.

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Rick P. Frier has been a director of the Company and the chairman of the Audit Committee of the Board since November 9, 2015. Most recently, Mr. Frier served as Executive Vice President and Chief Financial Officer of Chiquita Brands International Inc., a leading international marketer and distributor of fresh food products, from 2013 to 2015. Prior to this, he served as Executive Vice President, Chief Financial Officer and Board Director of Catalina Marketing Corp. from 2005 to 2012, where he led all global finance functions and new business development. From 2001 to 2005, he served as Chief Financial Officer, Chief Operating Officer and Board Director of Mattress Discounters Inc. Mr. Frier currently serves on the board of directors of Whitehorse Finance, Inc. and Exal Corporation (Chairman). Mr. Frier brings his significant experience in strategic planning and leading financial operations for both public and private companies to the Board.

Michael Iaccarino has been a director of the Company and a member of the Audit Committee of the Board since July 20, 2017. Mr. Iaccarino is the Chairman and CEO of Infogroup, a leading provider of high-value data and multi-channel marketing solutions delivered in real-time and used by small businesses and enterprise brands. Mr. Iaccarino served as the President and Chief Executive Officer of Mobile Messenger from 2009 to 2011, establishing the company as one of the dominant mobile technology players in North America. Prior to joining Mobile Messenger, he was the Chief Executive Officer of Epsilon from 2001 to 2009, transforming Epsilon into one of the United States’ leading database marketing companies. From 1998 to 2001, Mr. Iaccarino was CFO of Epsilon. Before Epsilon, Mr. Iaccarino was a Senior Manager at PriceWaterhouseCoopers from 1997 to 1998 and the Corporate Controller at Summit Technology from 1990 to 1997 after having started his career at KPMG’s High Technology practice from 1986 to 1990. Mr. Iaccarino is a former Certified Public Accountant. Mr. Iaccarino brings significant experience in finance, management and technology for both small and large enterprises to the Board.

Mark R. Vondrasek has been a director of the Company and a member of the Human Resources Committee of the Board since October 4, 2016 and has been a member of the Nominating and Corporate Governance Committee of the Board since April 25, 2018. Mr. Vondrasek serves as the Executive Vice President, Global Head of Loyalty & New Business Platforms of Hyatt Hotels as of September 2017. In his role, he is responsible for Hyatt’s integrated experience strategy and its wellness initiatives, including Miraval and Exhale, as well as creating and scaling new business opportunities, products and services. Prior to this, he served as Senior Vice President, Commercial Services of Starwood Resorts Worldwide, Inc. (“Starwood”), from December 2001 until Starwood and Marriott merged in September 2016. Mr. Vondrasek brings his significant experience related to the loyalty business, including the oversight of strategic marketing partnerships to the Board.

Board Composition

The Board of Directors currently consists of seven directors, divided into three classes. Each director will hold office until his successor is duly elected and qualified or until the earlier of their death, disability, resignation or removal. Each director serves in such class of directors, and in such capacity and having such title, as set forth opposite his name below:

Name	Class/Initial Term Expiration	Title
Gilbert S. Palter	II / 2018 annual meeting	Chairman of the Board of Directors
Todd H. Siegel	III / 2019 annual meeting	Director
Christophe Browne	III / 2019 annual meeting	Director
Austin Camporin	III / 2019 annual meeting	Director
Rick P. Frier	I / 2020 annual meeting	Director
Michael Iaccarino	II / 2018 annual meeting	Director
Mark R. Vondrasek	I / 2020 annual meeting	Director

A majority of the Board of Directors will constitute a quorum for board meetings. The convening of a special meeting will be subject to advance written notice to all directors.

Committees of our Board of Directors

The Board of Directors has an Audit Committee, a Human Resources Committee and a Nominating and Corporate Governance Committee.

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Audit Committee

The current members of the Audit Committee are Messrs. Frier, Browne and Iaccarino. Mr. Frier is the chairman of the Audit Committee. The principal duties and responsibilities of the Audit Committee are as follows:

• to monitor our financial reporting process and internal control system;

• to oversee the integrity of our financial statements;

• to appoint and replace our independent registered public accounting firm from time to time, determine their compensation and other terms of engagement, approve audit and non-audit services to be performed by such auditor and oversee their work;

• to oversee the performance of our internal audit function; and

• to oversee our compliance with legal, ethical and regulatory matters.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority, at its discretion, to retain counsel and advisors to fulfill its responsibilities and duties at our expense.

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that members of our Audit Committee be independent. However, during 2018 and in 2019 (prior to the 2019 Recapitalization) our Existing Common Stock was listed on the OTCQX, an electronic inter-dealer quotation system which has a requirement that a majority of the members of our Audit Committee be independent. Our Board has determined that each of the members of our Audit Committee is independent as defined under the New York Stock Exchange rules, with the exception of Mr. Browne, and each is financially literate and has experience analyzing or evaluating financial statements. Our Board has also determined that each of Messrs. Frier and Iaccarino is an “audit committee financial expert” within the meaning of applicable SEC regulations.

Human Resources Committee

The current members of the Human Resources Committee (which was known as our “Compensation Committee” prior to February 2018) are Messrs. Palter, Camporin and Vondrasek. Mr. Palter is the chairman of the Human Resources Committee. The principal duties and responsibilities of the Human Resources Committee are as follows:

• to review and provide oversight over our policies and procedures that impact our human resources, personnel development, assessment and retention,  and organizational culture;

• to review, evaluate and make recommendations to the full Board regarding our compensation policies and establish performance-based incentives that support our long-term goals, objectives and interests;

• to review and approve the compensation of our Chief Executive Officer, the other executive officers, other officers and employees;

• to review and make recommendations to the Board with respect to our incentive compensation plans and equity-based compensation plans;

• to set and review the compensation of and reimbursement policies for members of the Board;

• to provide oversight concerning selection of officers, management succession planning, expense accounts, indemnification and insurance matters, and separation packages; and

• to prepare an annual compensation committee report, provide regular reports to the Board, and take such other actions as are necessary and consistent with the governing law and our organizational documents.

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that members of our Human Resources Committee be independent. The OTCQX electronic inter-dealer quotation system does not have any requirements with respect to the independence of members of our Human Resources Committee or compensation committees generally. However, our Board has determined that each of the members of our Human Resources Committee is independent as defined under the New York Stock Exchange rules, with the exception of Mr. Camporin.

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Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are Messrs. Palter, Camporin and Vondrasek. Mr. Palter is the chairman of the Nominating and Corporate Governance Committee. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

• to assist the Board in identifying individuals qualified to serve as members of the Board;

• to oversee director orientation about the Company, including its operations and governance structure, and continuing director education programs;

• to oversee the evaluation of the Board and management of the Company to ensure effective and appropriate governance;

• to periodically review and make recommendations regarding the composition, size, purpose, structure, operations and charter of each of the Board’s committees, including the creation of additional committees or elimination of existing committees;

• to review proposals submitted by Company shareholders for inclusion in the Company’s proxy materials and recommend appropriate actions to the Board; and

• to review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Nominating and Corporate Governance Committee and other Board committees, director independence and the director nominating process, and to recommend that this disclosure be included in the Company’s proxy statement or annual report on Form 10-K, as applicable.

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that members of our Nominating and Corporate Governance Committee be independent. The OTCQX electronic inter-dealer quotation system does not have any requirements with respect to the independence of members of our Nominating and Corporate Governance Committee. Our Board has determined that each of the members of our Nominating and Corporate Governance Committee is independent as defined under the New York Stock Exchange rules, with the exception of Mr. Camporin.

Code of Ethics

Although as a private company whose securities are not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that obligates us to adopt a formal code of ethics, the Company has adopted a core policies manual which includes a formal code of ethics and an annual re-certification. We will provide to any person without charge a copy of the portions of our code of ethics that apply to our Chief Executive Officer and our Chief Financial Officer upon written request or telephoning to the following address or telephone number:

Affinion Group Holdings, Inc.

6 High Ridge Park

Stamford, CT 06905

(203) 956-1000

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Item 11. Executive Compensation

The information in this Executive Compensation section reflects the compensation structure and policies of the Company in effect as of December 31, 2018, unless otherwise noted.

Compensation Discussion and Analysis

Overview of Compensation Program

On February 23, 2018, the Board of Directors approved a revised charter for the Compensation Committee of the Board of Directors under which the Compensation Committee of the Board of Directors was renamed the Human Resources Committee of the Board of Directors, which we refer to herein as the “Committee,” and additional responsibilities were enumerated for the Committee, specifically the responsibility to (i) review and oversee any Company policy, procedure, process or activity that relates to or affects the Company’s culture; (ii) review the Company’s integrated talent management programs and processes, including those related to talent acquisition, development, and assessment for employees generally; and (iii) oversee executive management compensation, performance assessment and succession planning. The Committee is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy. The Committee also serves as the Human Resources committee of the board of directors of Affinion. The Committee strives to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executive officers, including the named executive officers, are similar to those provided to executive officers at comparable companies in similarly situated positions.

Named Executive Officers

For 2018, our named executive officers and their respective titles are as follows:

• Todd H. Siegel, Chief Executive Officer and Director

• Gregory S. Miller, Executive Vice President, Chief Financial Officer and Chief Operating Officer

• Michele Conforti, President and Managing Director, Global Customer Engagement

• Brian J. Fisher, Executive Vice President and General Counsel

• Scott Lazear, Executive Vice President and Chief Commercial Officer, Loyalty and Engagement Americas

Effective July 24, 2018, Mr. Lazear was appointed to serve as Executive Vice President and Chief Commercial Officer, Loyalty and Engagement Americas and ceased to serve as Chief Business Development Officer. Effective November 14, 2018, Mr. Miller was appointed to Chief Operating Officer in addition to his duties as Executive Vice President, Chief Financial Officer. In addition, in connection with the resignation of our Chief Accounting Officer, effective on or about November 6, 2018, Mr. Miller assumed the responsibilities of the Chief Accounting Officer.

Messrs. Siegel and Miller are named executive officers for 2018 based on their positions with us as Chief Executive Officer and Chief Financial Officer, respectively, during 2018. Mr. Conforti, Mr. Fisher and Mr. Lazear are named executive officers based on their levels of compensation during 2018.

Compensation Philosophy and Objectives

The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives at companies with, among other things as discussed in greater detail below, similarly sized revenues. To that end, the Committee believes executive compensation packages provided by us to our executives, including to our named executive officers, should include both cash and share-based compensation that reward performance as measured against established goals.

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Role of Executive Officers in Compensation Decisions

The Chief Executive Officer annually reviews the performance of each of our named executive officers (other than the Chief Executive Officer, whose performance is reviewed by the Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual incentive award target and actual payout amounts, are presented to the Committee, which has the discretion to modify any recommended adjustments or awards to executives.

The Committee has final approval over all compensation decisions for our named executive officers and approves recommendations regarding cash and equity awards to all of our officers.

Setting Executive Compensation

Based on the foregoing objectives, the Committee has structured our annual and long-term incentive cash and share-based executive compensation programs to motivate our executives to achieve the business goals set by us and to reward the executives for achieving these goals. In evaluating executive compensation, the Committee considers a variety of factors including market demands, internal equity and external surveys which provide insight into and guidance on the pay practices of similar companies. As a general rule, we target total cash compensation at the 50^th percentile of companies with similarly sized revenues. While survey data provides us with a helpful guideline, we do not make compensation decisions based on any single factor.

We have found the Total Remuneration Surveys, produced by Mercer, Inc., provides helpful insight, as it reflects input from over 3,000 companies representing 1,400 positions, in General Industry, Service and Retail with revenues ranging from $100 million to over $10 billion. As we recruit talent from various sectors, the broad view of this survey is valuable. While the survey provides an overall list of participating companies, the data that is provided to us for comparison purposes is based on a subgroup of companies with revenues similar to ours. The identity of these companies is not provided to us. In sum, while we are familiar with the broad range of companies that participate in the survey, we are not provided with, and therefore have not listed, the names of the companies that comprise our comparison group.

Executive Compensation Components

The principal components of compensation for our named executive officers are:

• base salary;

• performance-based incentive compensation;

• long-term equity incentive compensation;

• retirement and other benefits; and

• perquisites.

Base Salary

We provide our named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for named executive officers are determined for each executive based on his position and scope of responsibility by using comparative market data. The initial base salary for our named executive officers is established in their employment agreements.

Salary levels are reviewed annually as part of our performance review process as well as upon a promotion or other material change in job responsibility. Merit based increases to salaries of the executives, including our named executive officers, are based on the Committee’s assessment of the individual’s performance.

In reviewing base salaries of our executives, the Committee primarily considers:

• scope and/or changes in individual responsibility;

• internal analysis of the executive’s compensation, both individually and relative to other officers; and

• individual performance of the executive.

The Committee reviews these criteria collectively but does not assign a weight to any criterion when setting base salaries. Each base salary adjustment is made by the Committee subjectively based upon the foregoing.

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In 2018, the annual base salary payable to each of our named executive officers increased to the following amounts: Mr. Siegel’s annual base salary was increased to $875,000, effective July 1, 2018; Mr. Miller’s annual base salary was increased to $450,000, effective April 1, 2018; Mr. Conforti’s annual base salary was increased to €352,376, effective January 1, 2018; Mr. Fisher’s annual base salary was increased to $325,000, effective April 1, 2018; and Mr. Lazear’s annual base salary was increased to $350,000, effective October 1, 2018.

Performance-Based Incentive Compensation

Our annual incentive plan is an annual cash incentive program with payments determined based on performance against measurable annual financial goals. If the applicable performance goals are achieved, the payment of bonuses at target under our annual incentive plan, together with annual base salary, is designed to deliver annual cash compensation to our named executive officers on average at the 50^th percentile of the cash compensation of executives in similarly sized organizations. The annual incentive plan is intended to focus the entire organization on meeting or exceeding Adjusted EBITDA and free cash flow performance goals that are set during the early part of each year and approved by the Committee, while also providing significant opportunity to reward individual contributions.

We believe that Adjusted EBITDA and adjusted free cash flow measures are clearly understood by both our employees and stockholders, and that achievement of the stated goals is a key component in the creation of long-term value for our stockholders. Except as may be determined by the Committee, in its sole discretion, no bonuses are payable under the annual incentive plan if the Adjusted EBITDA and adjusted free cash flow performance goals established by the Committee for that year are not achieved.

For each named executive officer, as well as for each eligible employee, the actual bonus payable for a particular year under the annual incentive plan is bifurcated into a performance-based element and a discretionary element, neither of which is payable if the performance-based element is not achieved unless approved by the Committee. The performance-based element is based on achieving and exceeding the Adjusted EBITDA and adjusted free cash flow performance goals (a precondition to the payment of the bonus) and the discretionary element is based on the Committee’s assessment of the individual employee’s performance (weighted at 100%). In assessing the individual performance of our named executive officers, the Committee, in its discretion, considers the recommendations of our Chief Executive Officer (except in determining the Chief Executive Officer’s bonus) and the following list of factors (the list of factors is not exclusive and no particular weight is assigned to any factor used) and makes its determinations as of the date the bonus is payable: achievement of internal financial and operating targets, including free cash flow and customer growth; improvement of performance and customer satisfaction with our services; improvement of management and organizational capabilities and implementation of long-term strategic plans.

The target bonus percentage (which in the aggregate applies to the discretionary and performance-based elements of the annual incentive bonus, each of which is weighted equally) for our named executive officers is established in their employment agreements or as modified by the Committee. For 2018, our named executive officers had the following bonus targets based on their respective annual base salaries: Mr. Siegel’s target remained at 150%; Mr. Miller’s target remained at 100%; Mr. Conforti’s target remained at 100%; Mr. Fisher’s target remained at 75% and Mr. Lazear’s target remained at 100%. However, on June 26, 2018, Mr. Siegel’s employment agreement was amended to provide that with respect to 2018, he is entitled to receive a bonus in the amount of $1,312,500 (the “2018 Guaranteed Bonus”), which shall be payable on or about April 19, 2019, subject to his continued employment with us on such payment date.

The Committee believes that a relatively greater proportion of the Chief Executive Officer’s annual compensation should be subject to the achievement of the performance goals. The Committee retains the right to pay bonuses to the named executive officers and other employees that are in addition to, or in lieu of, the bonuses described in their employment agreements, which bonuses may be based on company or individual performance goals not reflected in our annual incentive plan or purely discretionary.

The Committee has not yet determined the amount of the annual bonuses, if any, that will be paid to each of the named executive officers other than Mr. Siegel. We anticipate that the Committee’s determination regarding 2018 annual bonuses will be made by May 2019.

Long-Term Equity Incentive Compensation

Adoption and Amendment of 2015 Equity Incentive Plan

On November 9, 2015, the Board of Directors adopted, and the shareholders of Affinion Holdings approved, the Affinion Group Holdings, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), under which employees, directors and other service providers of Affinion Holdings and its affiliates are eligible to receive awards in respect of Affinion Holdings’ common stock. The rationale for the 2015 Plan is to provide a means through which Affinion Holdings and its affiliates may attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and

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advisors) of Affinion Holdings and its affiliates to acquire and maintain an equity interest in Affinion Holdings, or be paid incentive compensation, which may (but need not) be measured by reference to Affinion Holdings’ stock price.  No additional grants will be made under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “2005 Plan”), the Affinion Group Holdings, Inc. 2007 Stock Award Plan (the “2007 Plan”), or the Webloyalty Holdings, Inc. 2005 Equity Award Plan (the “Webloyalty Plan”).

The Board of Directors previously authorized a number of shares of Affinion Holdings’ common stock for grants under the 2015 Plan equal to 10% of the aggregate number of shares of Affinion Holdings’ common stock outstanding as of November 9, 2015, on a fully diluted basis. On November 14, 2018, upon the recommendation of the Committee, the Board of Directors adopted an amendment to the 2015 Plan (the “Plan Amendment”) to increase the aggregate cap on common stock that may be issued to employees and directors of Affinion Holdings’ under the plan from 10% of Affinion Holdings’ common stock to 15% of Affinion Holdings’ common stock (on a fully diluted basis, but excluding vested and unvested Affinion Holdings’ common stock and options or other rights to acquire Affinion Holdings’ common stock issued under the 2015 Plan). The Plan Amendment was effective as of December 17, 2018.

Award Adjustments

On November 9, 2015, in connection with the consummation of the 2015 Exchange Offers (as defined in “Security Ownership of Certain Beneficial Owners and Management”) and 2015 Rights Offering, the Committee adjusted the terms of stock options (the “2005 Options”) issued and outstanding under the 2005 Plan (the “Adjustment”). With respect to each of the 2005 Options, for each share of Class A Common Stock originally underlying the 2005 Option, the award was converted to an option (the “Converted Option”) to acquire 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate spread of the Converted Option.

2018 Stock Option Repricing

On November 14, 2018, upon the recommendation of the Committee, the Board of Directors approved a repricing (the “Repricing”) of 299,636 unvested stock options (the "Underwater Options") previously issued under the 2015 Plan. Prior to the Repricing, all of the Underwater Options had a per share exercise price in excess of the current fair market value per share of common stock and as such the Board of Directors determined that the Underwater Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the Repricing, the per share exercise price of the Underwater Options were repriced (the “Repriced Options”) to equal $5.00.

The Repriced Options will continue to vest in accordance with their existing vesting schedules. All other material terms and conditions of the Repriced Options will remain the same.

The number of Repriced Options held by Messrs. Siegel, Miller, Conforti, Fisher and Lazear is 95,500, 33,425, 33,425, 33,425 and 33,425, respectively.

2016 Long Term Incentive Plan

On March  9, 2016, the Committee approved awards under the Affinion Group Holdings, Inc. 2016 Long Term Incentive Program (the “2016 LTIP”), which was a performance-based cash incentive award program designed to reward employees based on overall Company performance and intended to foster retention of approximately 66 key employees of the Company and its subsidiaries. The 2016 LTIP was established pursuant to the 2015 Plan. The awards under the 2016 LTIP (the “2016 Awards”) were denominated in terms of a target cash award value and contain both performance-based and time-based vesting terms and conditions as described below. The performance goals underlying the 2016 LTIP were designed to build value and a strong financial foundation for the Company and position the Company for future growth.

In general, 100% of a 2016 Award was subject to time-based vesting conditions and between 50% and 100% of a 2016 Award was subject to performance-based vesting conditions based on the employee’s seniority level. With respect to our named executive officers and any other employee who was a direct report of our Chief Executive Officer, 100% of the amount of the 2016 Award granted to such person was subject to both performance-based and time-based vesting conditions. Other employees who received 2016 Awards have 50% of their 2016 Awards subject to both performance-based vesting and time-based vesting conditions and the remaining 50% of those 2016 Awards was subject to time-based vesting conditions only. The portion of a 2016 Award that was subject to both performance-based and time-based vesting conditions is referred to as a “Performance Award” and the portion of a 2016 Award that was only subject to time-based vesting conditions is referred to as a “Retention Award.”

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With respect to the Performance Award portion of the 2016 Award, the actual amount of the Performance Award in which an employee was eligible to vest was based on the level of achievement of certain overall corporate and business unit financial performance goals, as applicable. The Performance Award was also based on certain non-financial performance goals, and if such goals were not attained, the Performance Award could be adjusted downward by up to 20%. The Committee determined the level of attainment of the financial and non-financial performance goals on February 22, 2018 and the actual amount of the Performance Award in which the applicable employee was eligible to vest, but the Committee reserved the right to reassess the actual level of attainment of the non-financial performance goals with respect to fiscal year 2017 and adjust, if at all, the portion of the Performance Award to be paid to each of the eligible employees. The sum of the employee’s Retention Award and the Performance Award is referred to as the “Total Adjusted Award.”

An employee became vested in the Total Adjusted Award based on his or her continued service with the Company. The Total Adjusted Award vested in two installments with 25% vesting on March 15, 2018 and 75% vesting on March 15, 2019 (the “2019 Payment”) and was paid in cash as soon as practicable after each such vesting date, subject to the employee’s continued service with the Company on each applicable vesting date.

Messrs. Siegel, Miller, Conforti, Fisher and Lazear received 2016 LTIP Awards with cash values equal to $1,250,000, $500,000, $500,000, $500,000 and $500,000, respectively, in each case, subject to the performance-based and time-based vesting conditions described above, pursuant to the terms of an award agreement, dated March 15, 2016 (the “2016 LTIP Award Agreement”).

The 2016 LTIP Award Agreement with Mr. Lazear was amended and restated, effective June 1, 2018 (the “A&R 2016 LTIP Award Agreement”). The A&R 2016 LTIP Award Agreement provided that in the event of Mr. Lazear’s termination of employment by the Company without “cause,” he would become fully vested in the Total Adjusted Award as of the date of such termination.

On February 22, 2018, the Committee approved the Total Adjusted Award in which each of the named executive officers was eligible to vest in and on February 22, 2019 the Committee determined the final Total Adjusted Awards each of the named executive officers would receive. The Total Adjusted Award was paid to each of the named executive officers in two installments in March 2018 and March 2019 as follows:

• For Mr. Siegel: a total award of $709,641, of which $208,718 was paid in 2018 and $500,923 was paid in 2019;

• For Mr. Miller, a total award of $500,000, of which $125,000 was paid in 2018 and $375,000 was paid in 2019;

• For Mr. Conforti, a total award of $250,000, of which $62,500 was paid in 2018 and $187,500 was paid in 2019;

• For Mr. Fisher, a total award of $333,949, of which $83,487 was paid in 2018 and $250,462 was paid in 2019; and

• For Mr. Lazear, a total award of $416,974, of which $104,243 was paid in 2018 and $312,731 was paid in 2019.

None of the named executive officers, except for Mr. Miller, received the full cash value of the applicable 2016 LTIP Award granted to them in March 2016. However, each of the named executive officers, except for Mr. Siegel, received the full cash value of the 2019 Payment that the applicable executive was deemed eligible to vest in by the Committee in February 2018. Mr. Siegel’s March 2019 Payment was reduced from $626,154 to $500,923 due to 2018 business results. For Messrs. Siegel, Fisher, Lazear, Conforti and Miller, the Total Adjusted Awards were paid at 56.8%, 66.8%, 83.4%, 50% and 100%, respectively, of the 2016 Awards in accordance with the 2016 LTIP performance based conditions or, in the case of Messrs. Conforti and Miller, to strengthen retention of these two employees.

2017 Retention Award Program

On October 23, 2017, the Committee approved the 2017 Retention Award Plan (“2017 Retention Program”), a cash incentive award program that was intended to encourage the retention of certain key employees, which provided for aggregate payments of between approximately $5.9 million and $8.8 million to 94 employees.

The Committee previously approved 2017 Retention Plan awards to (i) Mr. Siegel with a minimum of 75% of bonus target and a maximum of 100% of bonus target, (ii) Mr. Miller with a minimum of 75% of bonus target and a maximum of 100% of bonus target, (iii) Mr. Conforti with a minimum of 50% of bonus target and a maximum of 100% of bonus target, (iv) Mr. Fisher with a minimum of 75% of bonus target and a maximum of 100% of bonus target, and (v) Mr. Lazear with a minimum of 50% of bonus target and a maximum of 100% of bonus target. On February 22, 2018, the Committee approved final 2017 Retention Program award amounts for each of Mr. Siegel, Mr. Miller, Mr. Conforti, Mr. Fisher and Mr. Lazear in the following amounts, respectively: $784,125, $410,000, $295,913, $196,031 and $268,000. Each of the named executive officers became vested in these awards on June 15, 2018 and was paid the awards immediately following such date.

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2018 Savings Incentive Program

On November 14, 2018, upon the recommendation of the Committee, the Board of Directors approved the terms and establishment of a savings success bonus program (the “Success Bonus Program”), a cash incentive award program intended to reward the successful accomplishment of certain cost savings initiatives and foster retention of key employees of the Company. The aggregate total Success Bonus Program award that is payable is $6.5 million. The Committee approved Success Bonus Program target award amounts for each of Mr. Miller, Mr. Conforti, Mr. Fisher and Mr. Lazear in the following amounts, respectively: $1,500,000, $750,000, $500,000 and $750,000. Mr. Siegel is not eligible to receive a Success Bonus Program award.

The Success Bonus Program awards will vest in three equal installments upon the accomplishment of certain cost savings initiatives as of the end of the first quarter of fiscal year 2019, the fourth quarter of fiscal year 2019 and the second quarter of fiscal year 2020, respectively. The vesting dates will be upon certification of the achievement of such accomplishments by the Committee as soon as practicable following the end of the applicable fiscal year quarter. Each installment of the Success Bonus Program will be paid within 30 days of the applicable vesting date. Vesting is conditioned upon the award recipient’s continued employment on the applicable vesting date. The Board of Directors shall have discretion to award all or a portion of such awards in the event such performance criteria are not achieved.

Retirement Benefits

Our U.S.-based named executive officers (Mr. Siegel, Mr. Miller, Mr. Fisher and Mr. Lazear) are eligible to participate in our Employee Savings Plan. This plan is a tax-qualified retirement savings plan pursuant to which all U.S. based employees or U.S. expatriates are able to contribute on a before-tax basis the lesser of up to 50% of their annual salary or the limit prescribed by the Internal Revenue Service. We match 100% of the first 4% of each employee’s pay that is contributed to the Employee Savings Plan. All contributions to the Employee Savings Plan as well as any matching contributions are fully vested upon contribution. The Company makes mandatory contributions to a pension plan and executive pension/health fund plan on behalf of Mr. Conforti.

Perquisites

We provide named executive officers with limited perquisites that we and the Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Each of the named executive officers is entitled to a car allowance.

The Committee periodically reviews the levels of perquisites provided to our named executive officers.

Attributed costs of the perquisites described above for the named executive officers for fiscal years 2016, 2017 and 2018 are included in column (i) of the “Summary Compensation Table.”

Severance Payments  

Employment agreements are currently in effect with Messrs. Siegel, Miller, Conforti, Fisher and Lazear. These employment agreements provide for severance payments in certain circumstances. The employment agreements are designed to promote stability and continuity of senior management.

In the event the employment of any of Messrs. Siegel, Miller, Fisher or Lazear is terminated by us without “cause” (including as a result of our nonrenewal of their respective employment agreement) or they terminate their respective employment with us for “good reason,” the terminating executive will be entitled under the severance provisions of his employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as periodic payments in the aggregate equal to: (i) in the case of Mr. Siegel, 200% of the sum of his annual base salary and target bonus, or (ii) in the case of either of Mr. Miller, Mr. Fisher or Mr. Lazear, 100% of the sum of their respective annual base salary and target bonus.  If the employment of any of Messrs. Siegel, Miller, Fisher or Lazear terminates due to death or disability, he will be entitled to a lump sum payment equal to 100% of base salary.  

In the event the employment of Mr. Conforti is terminated by us without “cause,” he will be entitled to six months of notice and under the severance provisions of his employment agreement to a payment equal to six months of his base salary, subject to reduction in the event he receives any payment in lieu of notice. In addition, in the event of any termination of employment, he will be entitled to receive an additional lump sum payment equal to six months of his base salary on his termination of employment as compensation for the non-competition covenant provided in his agreement.

Definitions referenced above can be found under the subheading “Employment Agreements” following the Summary Compensation Table.

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Information regarding applicable payments under such agreements for the named executive officers is provided under the heading “Potential Payments upon Termination or Change of Control.”

Amendment to Employment Agreement

Effective as of June 26, 2018, the Company amended Mr. Siegel’s employment agreement to (i) provide that with respect to 2018, he is entitled to receive the 2018 Guaranteed Bonus described above, which shall be payable on or about April 19, 2019, subject to his continued employment with us on such payment date except as described below and (ii) increase his annual base salary to $875,000, effective July 1, 2018. In the event Mr. Siegel’s employment is terminated by us without “cause” (including as a result of our non-renewal of the agreement), due to death or disability or he terminates his employment with us for “good reason” and in the event such termination of employment occurs prior to the payment of the 2018 Guaranteed Bonus, he will be entitled to receive the payment of the 2018 Guaranteed Bonus, at the same time that the 2018 Guaranteed Bonus is otherwise payable.

In addition, under the amended employment agreement, Mr. Siegel was entitled to receive a one-time lump sum special bonus equal to $5,000,000, which was paid by July 16, 2018; provided, that, (x) in the event he terminates his employment with us without “good reason” prior to June 30, 2021, he must repay us the gross amount of the special bonus no later than 60 days following such termination and (y) (A) he will only be entitled to receive grants of equity and equity-based incentive compensation, on or after July 1, 2018, equal to 50% of the proposed aggregate grant date fair value of any such awards until such time as the cumulative aggregate reduced grant date fair value of any such equity or equity-based incentive compensation granted to him equals the full after-tax amount of the special bonus or (B) if mutually agreed by Mr. Siegel and the Committee, with respect to any equity or equity-based awards granted to him on or after July 1, 2018 (the “Equity Awards”), 50% of the amount of the after-tax compensation recognized by him related to the Equity Awards will be reduced by an amount that equals the net after-tax special bonus (or he and the Committee may mutually agree to effectuate the foregoing in a more tax-efficient manner).

2019 Actions

Approval of 2019 Stock Option Grant

On November 14, 2018, upon the recommendation of the Committee, the Board of Directors approved an aggregate grant of 827,000 new stock options under the 2015 Plan. The Board of Directors approved that Messrs. Siegel, Miller, Conforti, Fisher and Lazear be awarded the following number of options, respectively, under the 2015 Plan: 150,000, 150,000, 75,000, 40,000 and 75,000 stock options. As of the date of this filing, no such options have been awarded. In the event the options are granted, such options will vest in four equal installments on each of the first four anniversaries of the grant date, subject to the grantee’s continued service with us or our affiliate on the applicable vesting date.

Tax and Accounting Implications

Deductibility of Executive Compensation/Internal Revenue Code Section 162(m)

In prior years, the Committee structured the Company’s compensation program with the intent to preserve any deductions under Internal Revenue Code Section 162(m), which generally limits the deductibility of annual compensation paid to a “covered employee” in excess of $1.0 million, unless certain exceptions are met, such as the exception for qualified performance-based compensation. Pursuant to the Tax Cuts and Jobs Act of 2017 (the “Act”) as of January 1, 2018, the exception under Code Section 162(m) for qualified performance-based compensation was eliminated and the definition of “covered employee” was expanded to include the chief financial officer of a Company subject to Code Section 162(m). The Act includes a transition rule under which the changes to Code Section 162(m) will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. The Company intends to rely on this transition rule. However, given the loss of the qualified performance-based compensation exception, non-grandfathered awards may result in non-deductible compensation amounts.

Accounting for Share-Based Compensation

The Company accounts for share-based payments under its stock incentive plans in accordance with and to the extent required by FASB Accounting Standards Codification Topic 718, Compensation-Stock Compensation.

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COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Disclosure and Analysis be included in this Report.

THE COMMITTEE

Gilbert Palter, Chairman

Austin Camporin

Mark R. Vondrasek

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COMPANY RISK ASSESSMENT

Based on our assessment, we believe that our compensation and benefit programs have been appropriately designed to attract and retain talent and properly incent employees. Although our programs are generally designed to pay-for-performance and to provide incentive-based compensation, the programs contain various mitigating factors to ensure our employees, including our named executive officers, are not encouraged to take unnecessary risks in managing our business. These factors include:

• the multiple elements of our compensation packages, including base salary, annual bonus programs and, for many of our professional level employees, equity awards that vest over multiple years and that are intended to motivate employees to take a long-term view of our business;

• the structure of our annual cash bonus program, which is based on the collective achievement of numerous factors including cash flow, EBITDA and individual performance against functional goals, minimizes the risk of employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business;

• the oversight of programs by the committees of the Board of Directors, including the Committee; and

• a sound mixture of programs that provide focus on both short and long term goals.

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of our 2018 named executive officers for the fiscal years ended December 31, 2018, 2017 and 2016, to the extent that each of the 2018 named executive officers listed below was a named executive officer for such year(s).

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)
												Change in
												Pension Value
										Non-Equity		and
										Incentive		Nonqualified
						Stock		Option		Plan		Deferred		All Other
				Bonus		Awards		Awards		Compensation		Compensation		Compensation			Total
Name and Principal Position	Year	Salary ($)(1)		($)(2)		($)(3)		($)(3)		($)(4)		Earnings ($)		($)(5)			($)
Todd H. Siegel	2018	$	745,000	$	2,096,625	$	—	$	54,435	$	208,718	$	—	$	28,512	(6)	$	3,133,290
Chief Executive Officer	2017	$	615,000	$	475,000	$	—	$	—	$	—	$	—	$	27,919		$	1,117,919
	2016	$	615,000	$	1,305,250	$	—	$	1,785,850	$	—	$	—	$	27,902		$	3,734,002
Gregory S. Miller	2018	$	440,000	$	410,000	$	—	$	19,052	$	125,000	$	—	$	28,512	(7)	$	1,022,564
Executive Vice President, Chief Operating Officer and	2017	$	410,000	$	125,000	$	—	$	—	$	—	$	—	$	28,312		$	563,312
Chief Financial Officer	2016	$	410,000	$	494,000	$	—	$	625,048	$	—	$	—	$	28,094		$	1,557,142
Michele Conforti (8)	2018	$	417,475	$	295,913	$	—	$	19,052	$	62,500	$	—	$	238,883	(9)	$	1,033,823
President and Managing Director,	2017	$	398,429	$	125,000	$	—	$	—	$	—	$	—	$	258,861		$	782,290
Global Customer Engagement	2016	$	367,326	$	452,300	$	—	$	625,048	$	—	$	—	$	162,405		$	1,607,079
Brian J. Fisher	2018	$	321,250	$	196,031	$	—	$	19,052	$	83,487	$	—	$	23,937	(10)	$	643,757
Executive Vice President and
General Counsel
Scott Lazear	2018	$	342,500	$	268,000	$	—	$	19,052	$	104,243	$	—	$	27,067	(11)	$	760,862
Executive Vice President and Chief	2017	$	334,615	$	125,000	$	—	$	—	$	—	$	—	$	28,312		$	487,927
Commercial Officer, Loyalty and Engagement Americas	2016	$	320,000	$	383,400	$	—	$	625,048	$	—	$	—	$	28,094		$	1,356,542

(1) Mr. Siegel’s annual base salary was $615,000 prior to July 1, 2018 and increased to $875,000, effective July 1, 2018. Mr. Miller’s annual base salary was $410,000 prior to April 1, 2018 and increased to $450,000, effective April 1, 2018. Mr. Conforti’s annual base salary was €349,856 prior to January 1, 2018 and increased to €352,376, effective January 1, 2018. Mr. Fisher’s annual base salary was $310,000 prior to April 1, 2018 and increased to $325,000, effective April 1, 2018. Mr. Lazear’s annual base salary was $340,000 prior to October 1, 2018 and increased to $350,000, effective October 1, 2018.

(2) For 2018, the amounts in column (d) reflect, for each named executive officer, the value awards under the 2017 Retention Award Program paid to each of the named executive officers in June 2018. For Mr. Siegel, the amount in column (d) also reflects the 2018 Guaranteed Bonus in the amount of $1,312,500, which shall be payable on or about April 19, 2019, subject to his continued employment with us on such payment date. The annual bonuses payable to the named executive officers other than Mr. Siegel with respect to their performance in fiscal year 2018, if any, have not yet been determined. It is anticipated that such determination will be made by May 2019.

(3) Amounts reported in column (f) for each of the named executive officers reflect the incremental fair value of the unvested option awards granted to the named executive officers in 2016 and computed in accordance with FASB ASC Topic 718 in connection with the repricing of the unvested option awards. For additional information relating to assumptions made by the Company in valuing these awards, see Note 15—Share-Based Compensation in the audited consolidated financial statements included elsewhere herein.

(4) For 2018, the amounts in column (g) reflect, for each named executive officer, the awards under the 2016 LTIP paid to each of the named executive officers in March 2018.

(5) The amounts shown in column (i) reflect, for Mr. Siegel, Mr. Miller, Mr. Fisher and Mr. Lazear, the matching contributions we made on behalf of the named executive officers to the Employee Savings Plan (which is more fully described under “—Retirement Benefits” above). For 2018 such amounts were $11,000 for Mr. Siegel, $11,000 for Mr. Miller, $6,425 for Mr. Fisher and $11,000 for Mr. Lazear. Also included in this column are the value of long term disability insurance premiums imputed to these executive officers (each less than $500) and also certain annual perquisites disclosed in other footnotes to this Summary Compensation Table.

(6)   Includes an automobile allowance for 2018 equal to $17,340.

(7) Includes an automobile allowance for 2018 equal to $17,340.

(8) Mr. Conforti is based in the United Kingdom and his cash compensation is generally paid to him in Euros rather than United States dollars. Amounts reported are based on an average conversion rate for 2018, which was $1.1815 United States dollars for each one Euro.

(9) Includes a company car allowance for 2018 equal to $7,643, a company contribution to pension plan equal to $214,198 and an executive pension / health fund contribution equal to $17,042.

(10) Includes an automobile allowance for 2018 equal to $17,340.

(11) Includes an automobile allowance for 2018 equal to $15,895.

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GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2018

The following table presents information regarding the equity awards granted to our named executive officers during fiscal year 2018. No new stock or option awards were granted to our named executive officers in 2018, but unvested option awards granted to our named executive officers in 2016 were repriced in 2018.

Equity Incentive Plan Awards
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)
								All Other
								Option		Exercise		Grant
								Awards		or Base		Date Fair
								Number of		Price of		Value of
								Securities		Option		Option
		Threshold				Maximum		Underlying		Awards		Awards
Name (1)	Grant Date	($)		Target ($)		($)		Options (#)(2)		($/share)		($)(3)
Todd H. Siegel	11/14/2018	$	—	$	—	$	—		95,500	$	5.00	$	54,435
Gregory S. Miller	11/14/2018	$	—	$	—	$	—		33,425	$	5.00	$	19,052
Michele Conforti	11/14/2018	$	—	$	—	$	—		33,425	$	5.00	$	19,052
Brian J. Fisher	11/14/2018	$	—	$	—	$	—		33,425	$	5.00	$	19,052
Scott Lazear	11/14/2018	$	—	$	—	$	—		33,425	$	5.00	$	19,052

(1) On March 9, 2016, Messrs. Siegel, Miller, Conforti, Lazear and Fisher received options to purchase 191,000, 66,850, 66,850, 66,850 and 66,850 shares of Affinion Holdings’ common stock, respectively, at an exercise price equal to $13.97 per share. The options granted to our named executive officers vest in four equal installments on each of the first four anniversaries of the grant date. On November 14, 2018, the options that had not yet vested as of such date were repriced. The per share exercise price of the repriced options is equal to $5.00.

(2) Represents the number of options granted to each of the named executive officers in 2016 that were repriced in 2018.

(3) Represents the incremental fair value computed in accordance with FASB ASC Topic 718 of the unvested option awards granted to the named executive officers in connection with the repricing of the unvested options. For additional information relating to assumptions made by the Company in valuing these awards, see Note 15—Share-Based Compensation in the audited consolidated financial statements included elsewhere herein.

2018 CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K of the Exchange Act (“Item 402(u)”), we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer, Mr. Siegel, and the annual total compensation of our employees for 2018 (our “CEO pay ratio”). Our pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u).

The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees for 2018 was 84.2 to 1. This ratio was based on the following:

• the annual total compensation of our Chief Executive Officer, determined as described above, was $3,133,290; and

• the median of the annual total compensation of all of our employees (other than our Chief Executive Officer) was $37,220.

We selected December 31, 2018 (the “determination date”), which is within the last three months of 2018, as the date upon which we would identify the “median employee.”

The median employee is determined by identifying the employee whose compensation is at the median of the compensation of our employee population (other than our Chief Executive Officer). We identified the median employee by examining the total cash compensation (i.e., base salary/wages and overtime pay, plus actual annual cash incentive compensation (annual bonus)) in 2018 of each individual other than the Chief Executive Officer who was employed by us on the determination date. We determined that, as of December 31, 2018, the date we selected to identify the median employee, our total employee population consisted of approximately 3,400 individuals working for Affinion. We included all employees, whether employed on a full-time, part-time, or seasonal basis, except for 17 employees located in South Africa (the “South African Employees”) and 326 employees who became employees as a result of the acquisition of Tavisca Solutions Private Limited in 2018, who can be excluded in accordance with SEC rules. The South African Employees make up a de minimis percentage of our employee population equal to less than five percent of the total number of employees who are non-U.S. employees. The total number of U.S. and non-U.S. employees used to determine this de minimis percentage was 3,400.

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To identify the median employee, we relied on the following methodology, material assumptions and estimates:

• For locations where actual overtime data was difficult to obtain, estimates of overtime based on prior periods were used.

• We annualized the compensation of permanent employees who were new hires and who worked for less than the full year, as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee. As part of this annualization, we included incentives at a level discounted from target.

• We did not make any cost-of-living adjustments in identifying the median employee.

We believe that the use of total annual cash compensation for all employees in 2018 is a consistently applied compensation measure because of the geographical distribution of our employee population, which causes us to use a variety of pay elements to structure the compensation arrangements of our employees.  

Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $37,220.

With respect to the annual total compensation of our Chief Executive Officer, in accordance with SEC rules, we included the amount reported for Mr. Siegel in the “Total” column for 2018 in the Summary Compensation Table included in this Form 10-K.

Employment and Separation Agreements

The following paragraphs summarize the material terms of the employment agreements of our named executive officers who are currently employed by us. The severance provisions of these agreements are summarized under the heading “Potential Payments upon Termination or Change of Control.”

Todd H. Siegel. Effective as of November 9, 2007, we entered into an employment agreement with Mr. Siegel pursuant to which he served as an Executive Vice President and our General Counsel. Mr. Siegel was appointed as the Company’s Chief Financial Officer as of November 24, 2008. Effective February 17, 2009, Mr. Siegel resigned as General Counsel of the Company; Mr. Siegel served as an Executive Vice President and our Chief Financial Officer until September 20, 2012, at which time he was promoted to Chief Executive Officer. The initial term of the agreement was November 9, 2007 through June 1, 2010. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Although the agreement reflects an annual base salary of $275,000, Mr. Siegel’s annual base salary was increased to $284,000 on February 26, 2008 pursuant to a Committee resolution. Mr. Siegel’s annual base salary was further increased to $350,000 in connection with his promotion to Chief Financial Officer, increased to $600,000 in connection with his promotion to Chief Executive Officer and again increased to $615,000 on February 27, 2015. Mr. Siegel is also eligible for an annual target bonus of 150% of his base salary, subject to the attainment of performance goals established by the Committee under our annual incentive plan. Effective as of June 26, 2018, the Company amended Mr. Siegel’s employment agreement to (i) provide that with respect to 2018, he is entitled to receive a bonus in the amount of $1,312,500, which shall be payable on or about April 19, 2019, subject to his continued employment with us on such payment date except as described below and (ii) increase his annual base salary to $875,000, effective July 1, 2018. In addition, under the amended employment agreement, Mr. Siegel was entitled to receive a one-time lump sum special bonus equal to $5,000,000, which was paid by July 16, 2018; provided, that, (x) in the event he terminates his employment with us without “good reason” prior to June 30, 2021, he must repay us the gross amount of the special bonus no later than 60 days following such termination and (y) (A) he will only be entitled to receive grants of equity and equity-based incentive compensation, on or after July 1, 2018, equal to 50% of the proposed aggregate grant date fair value of any such awards until such time as the cumulative aggregate reduced grant date fair value of any such equity or equity-based incentive compensation granted to him equals the full after-tax amount of the special bonus or (B) if mutually agreed by Mr. Siegel and the Committee, with respect to any Equity Awards, 50% of the amount of the after-tax compensation recognized by him related to the Equity Awards will be reduced by an amount that equals the net after-tax special bonus (or he and the Committee may mutually agree to effectuate the foregoing in a more tax-efficient manner).

Gregory S. Miller. Effective as of December 16, 2013, we entered into an employment agreement with Mr. Miller pursuant to which he has served as Executive Vice President and Chief Financial Officer. The initial term of the employment agreement was from January 20, 2014 through January 20, 2016. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Under the employment agreement, Mr. Miller’s annual base salary is $410,000 and his annual target bonus is 100% of base salary. Effective on April 1, 2018, Mr. Miller’s annual base salary was increased to $450,000. Effective November 14, 2018, Mr. Miller was appointed to Chief Operating Officer in addition to his duties as Executive Vice President, Chief Financial Officer.

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Michele Conforti. Effective as of May 14, 2007, we entered into an employment agreement with Mr. Conforti pursuant to which he served as Executive Vice President and Chief Financial Officer, Affinion International. Effective March 1, 2014, Mr. Conforti was promoted to the role of President and Managing Director, Affinion International and his annual target bonus was increased to 75% of salary. Effective October 25, 2015, Mr. Conforti assumed the role of President and Managing Director, Global Customer Engagement. Effective April 1, 2016, Mr. Conforti’s base salary was increased by 5% from €333,196 to €349,856 and his annual target bonus was increased from 75% to 100% of base salary. Effective January 1, 2018, Mr. Conforti’s base salary was increased by less than a percent from €349,856 to €352,376.

Brian J. Fisher.  Effective as of December 27, 2014, we entered into an employment agreement with Mr. Fisher pursuant to which he has served as Executive Vice President and General Counsel. The initial term of the employment agreement was from December 27, 2014 through December 27, 2015. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Under the employment agreement, Mr. Fisher’s annual base salary is $275,000 and his annual target bonus is 75% of base salary. Effective April 1, 2017, Mr. Fisher’s annual base salary was increased to $310,000. Effective April 1, 2018, Mr. Fisher’s annual base salary was further increased to $325,000.

Scott Lazear.  Effective as of December 27, 2014, we entered into an employment agreement with Mr. Lazear pursuant to which he served as Executive Vice President and President, Connexions Loyalty. Effective as of June 1, 2017, Mr. Lazear ceased to serve as President, Connexions Loyalty, and was appointed to serve as Executive Vice President and Chief Business Development Officer. Effective July 24, 2018, Mr. Lazear was appointed to serve as Executive Vice President and Chief Commercial Officer, Loyalty and Engagement Americas and ceased to serve as Chief Business Development Officer.

The Company amended and restated his employment agreement, effective June 1, 2017. The amended and restated agreement generally retained the terms of Mr. Lazear’s prior employment agreement with the Company. The initial term of the amended and restated agreement expired on June 1, 2018. After the initial term, the amended and restated agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Under his prior employment agreement, Mr. Lazear’s annual base salary was $300,000 and his annual target bonus is 100% of base salary. Effective as of April 1, 2015, Mr. Lazear’s annual base salary was increased to $320,000. Effective April 1, 2017, Mr. Lazear’s annual base salary was increased to $340,000. Effective October 1, 2018, Mr. Lazear’s annual base salary was further increased to $350,000.

Restrictive Covenants. Each of the named executive officers is subject to restrictive covenants contained in their employment agreements, which are identical to covenants they are subject to in their capacity as shareholders under the Shareholders Agreement, to the extent applicable. As to Messrs. Siegel, Miller, Fisher and Lazear, they are prohibited from soliciting our employees, customers, suppliers, and licensees for three years following his termination of employment and prohibited from competing with us and our affiliates for two years following termination of employment. As to Mr. Conforti, he is prohibited from competing with us and our affiliates for one year following his termination of employment. Each named executive officer is also subject to post-termination nondisclosure obligations relating to confidential company information.

Stock Incentive Plans

2015 Plan

On November 9, 2015, the Board of Directors adopted, and the shareholders of Affinion Holdings approved, the 2015 Plan, under which employees, directors and other service providers of Affinion Holdings and its affiliates are eligible to receive awards in respect of Affinion Holdings’ common stock. The rationale for the 2015 Plan is to provide a means through which Affinion Holdings and its affiliates may attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of Affinion Holdings and its affiliates to acquire and maintain an equity interest in Affinion Holdings, or be paid incentive compensation, which may (but need not) be measured by reference to Affinion Holdings’ stock price. No additional grants may be made under the 2005 Plan, the 2007 Plan, or the Webloyalty Plan.

The Board of Directors previously authorized a number of shares of Affinion Holdings’ common stock for grants under the 2015 Plan equal to 10% of the aggregate number of shares of Affinion Holdings’ common stock outstanding as of November 9, 2015, on a fully diluted basis. On November 14, 2018, upon the recommendation of the Committee, the Board of Directors adopted the Plan Amendment to amend the 2015 Plan to increase the aggregate cap on common stock that may be issued to employees and directors of Affinion Holdings’ from 10% of Affinion Holdings’ common stock to 15% of Affinion Holdings’ common stock (on a fully diluted basis, but excluding vested and unvested Affinion Holdings’ common stock and options or other rights to acquire Affinion Holdings’ common stock issued under the 2015 Plan). The amendment was effective as of December 17, 2018.

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The 2015 Plan has a term of ten years and no further awards may be granted under the 2015 Plan after November 9, 2025.

The Committee (or the Board of Directors acting as the Committee) administers the 2015 Plan and has the power to grant awards under the 2015 Plan, select eligible persons to receive awards under the 2015 Plan, determine the specific terms and conditions of any award (including price and conditions of vesting), construe and interpret the 2015 Plan, and generally make all other determinations and take other actions as may be necessary or advisable for the administration of the 2015 Plan. In the event of a change in control, the Committee may determine, in its sole discretion, that outstanding options and equity awards (other than performance compensation awards) issued under the 2015 Plan become fully vested and may vest performance compensation awards based on the level of attainment of the specified performance goals. The Committee may also cancel outstanding awards and pay the value of such awards to participants in connection with a change in control.

2005 Plan

On October 17, 2005, Affinion Holdings adopted its 2005 Plan. The 2005 Plan allows Affinion Holdings to grant, among other things, nonqualified stock options to Affinion Holdings and its affiliates’ directors, employees and consultants. The 2005 Plan is administered by the Committee, which has the power to grant awards under the 2005 Plan, select eligible persons to receive awards under the 2005 Plan, determine the specific terms and conditions of any award (including price and conditions of vesting), construe and interpret the provisions of the 2005 Plan, and generally make all other determinations and take other actions as may be necessary or advisable for the administration of the 2005 Plan. No additional grants may be made under the 2005 Plan on or after November 7, 2007, the effective date of the 2007 Plan.

In the event of a change in control of Affinion Holdings, Affinion Holdings may, but is not obligated to, purchase then-outstanding options for a per option amount equal to the amount per share received in respect of the shares sold in the change in control transaction less the option price multiplied by the number of shares subject to the option. Stock awards will have a purchase price as determined by the Committee and evidenced by an award agreement. Affinion Holdings may amend or terminate the 2005 Plan at any time, but no such action as it pertains to an existing award may materially impair the rights of an existing holder without the consent of the participant.

Both time and performance-based vesting options have been awarded under the 2005 Plan. On April 1, 2014, the Company modified approximately 2.1 million of the outstanding options under the 2005 Plan, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024.

Award Adjustment

On November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, the Committee adjusted the terms of stock options (the “2005 Options”) issued and outstanding under the 2005 Plan. With respect to each of the 2005 Options, for each share of Class A Common Stock originally underlying the 2005 Option, the award was converted to an option (the “Converted Option”) to acquire 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate spread of the Converted Option.

2018 Stock Option Repricing

On November 14, 2018, upon the recommendation of the Committee, the Board of Directors approved the Repricing described above with respect to Underwater Options previously issued under the 2015 Plan. Prior to the Repricing, all of the Underwater Options had a per share exercise price in excess of the current fair market value per share of common stock and as such the Board of Directors determined that the Underwater Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the Repricing, the per share exercise price of the Underwater Options were repriced to equal $5.00.

The Repriced Options will continue to vest in accordance with their existing vesting schedules. All other material terms and conditions of the Repriced Options will remain the same.

Each of Messrs. Siegel, Miller, Conforti, Fisher and Lazear held the following number of Repriced Options, respectively, 95,500, 33,425, 33,425, 33,425 and 33,425.

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2015 Retention Award Program

On March 16, 2015, the Committee approved the 2015 Retention Award Program (“2015 Retention Program”), an equity and cash incentive award program that was intended to encourage the retention of certain key employees. The Committee approved 2015 Retention Program grants to Mr. Siegel with a fair market value of $1,900,000, Mr. Miller of $500,000, Mr. Conforti of $500,000, Mr. Fisher of $500,000, and Mr. Lazear of $500,000. Fifty percent of each employee’s 2015 Retention Program award was denominated in stock units and the remaining fifty percent was denominated in cash.

The 2015 Retention Program was subject to time-based vesting conditions. Employees became vested in the stock units and cash components of the 2015 Retention Program in two equal installments on March 15, 2016 and 2017, subject to the employee’s continued employment on those dates. For each of the March 2016 and March 2017 vesting dates, fifty percent of the installment was distributed in Class C and Class D Common Stock and fifty percent of the installment was distributed in cash.

2016 Long Term Incentive Plan

On March 9, 2016, the Committee approved the 2016 LTIP, a cash incentive award program. The 2016 LTIP was subject to certain performance-based vesting and time-based vesting conditions. The actual amount of the LTIP award in which a participant was eligible to vest was determined based on the achievement of certain overall corporate and business unit financial and non-financial performance goals, which were assessed following the completion of the 2018 fiscal year. The participant became vested in the LTIP award in two installments with 25% vesting on March 15, 2018 and 75% vesting on March 15, 2019, subject to the employee’s continued employment on those dates. Each of the installments of the LTIP award was paid as soon as practicable following the applicable vesting dates.

The Committee approved and paid the following Total Adjusted Award or each of the named executive officers as follows:  

• For Mr. Siegel: a total award of $709,641, of which $208,718 was paid in 2018 and $500,923 was paid in 2019;

• For Mr. Miller, a total award of $500,000, of which $125,000 was paid in 2018 and $375,000 was paid in 2019;

• For Mr. Conforti, a total award of $250,000, of which $62,500 was paid in 2018 and $187,500 was paid in 2019;

• For Mr. Fisher, a total award of $333,949, of which $83,487 was paid in 2018 and $250,462 was paid in 2019; and

• For Mr. Lazear, a total award of $416,974, of which $104,243 was paid in 2018 and $312,731 was paid in 2019.  

OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END

The following table presents information regarding the outstanding equity awards held by each named executive officer at the end of fiscal year 2018. As described above, on November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, the Committee adjusted the terms of the 2005 Options. With respect to each of the 2005 Options, for each share of Class A Common Stock originally underlying the 2005 Option, the award was converted to an option (the “Converted Option”) to acquire 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate spread of the Converted Option. All numbers in this table relating to the 2005 Options have been adjusted to reflect the foregoing.

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	Option Awards												Stock Awards
(a)	(b)				(c)			(d)		(e)		(f)	(g)		(h)		(i)		(j)
																			Equity Incentive
																	Equity Incentive		Plan Awards:
																	Plan Awards:		Market or
								Equity									Number of		Payout
								Incentive Plan					Number of		Market Value		Unearned		Value of
	Number of				Number of			Awards: Number					Shares or		of Shares or		Shares,		Unearned
	Securities				Securities			of Securities					Units of		Units of		Units		Shares, Units
	Underlying				Underlying			Underlying		Option			Stock		Stock That		or Other		or Other
	Unexercised				Unexercised			Unexercised		Exercise		Option	That Have		Have Not		Rights That		Rights That
	Options (#)				Options (#)			Unearned Options		Price($)		Expiration	Not		Vested		Have Not		Have Not
Name	Exercisable (1)(2)				Unexercisable (2)			(#)		(2)(3)(4)		Date	Vested (#)		($)		Vested		Vested
Todd H. Siegel		493	Class C	(Tranche A )		—			—	$	147.12	4/1/2024		—		—		—		—
		519	Class D	(Tranche A )		—			—	$	147.12	4/1/2024		—		—		—		—
		246	Class C	(Tranche B)		—			—	$	147.12	4/1/2024		—		—		—		—
		259	Class D	(Tranche B)		—			—	$	147.12	4/1/2024		—		—		—		—
		246	Class C	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		258	Class D	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		95,500	Common stock						—	$	13.97	3/9/2026		—		—		—		—
		—				95,500	Common stock		—	$	5.00	3/9/2026		—		—		—		—
Gregory S. Miller		33,425	Common stock						—	$	13.97	3/9/2026		—		—		—		—
		—				33,425	Common stock			$	5.00	3/9/2026		—		—		—		—
																		—		—
Michele Conforti		79	Class C	(Tranche A)		—			—	$	147.12	4/1/2024		—		—		—		—
		83	Class D	(Tranche A)		—			—	$	147.12	4/1/2024		—		—		—		—
		39	Class C	(Tranche B)		—			—	$	147.12	4/1/2024		—		—		—		—
		41	Class D	(Tranche B )		—			—	$	147.12	4/1/2024		—		—		—		—
		39	Class C	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		41	Class D	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		33,425	Common stock						—	$	13.97	3/9/2026		—		—		—		—
		—				33,425	Common stock		—	$	5.00	3/9/2026		—		—		—		—
Brian J. Fisher		26	Class C	(Tranche A)		—			—	$	147.12	4/1/2024		—		—		—		—
		27	Class D	(Tranche A)		—			—	$	147.12	4/1/2024		—		—		—		—
		13	Class C	(Tranche B)		—			—	$	147.12	4/1/2024		—		—		—		—
		14	Class D	(Tranche B )		—			—	$	147.12	4/1/2024		—		—		—		—
		13	Class C	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		14	Class D	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		33,425	Common stock			—			—	$	13.97	3/9/2026		—		—		—		—
		—				33,425	Common stock		—	$	5.00	3/9/2026		—		—		—		—
Scott Lazear		53	Class C	(Tranche A)		—			—	$	147.12	4/1/2024		—		—		—		—
		56	Class D	(Tranche A)		—			—	$	147.12	4/1/2024		—		—		—		—
		27	Class C	(Tranche B)		—			—	$	147.12	4/1/2024		—		—		—		—
		28	Class D	(Tranche B )		—			—	$	147.12	4/1/2024		—		—		—		—
		26	Class C	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		28	Class D	(Tranche C)		—			—	$	147.12	4/1/2024		—		—		—		—
		33,425	Common stock						—	$	13.97	3/9/2026		—		—		—		—
		—				33,425	Common stock			$	5.00	3/9/2026		—		—		—		—

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(1) Options listed under column (b) are fully vested as of December 31, 2018. They may expire earlier than the date indicated in column (f) if the executive terminates his relationship with us prior to the expiration date.

(2) On March 9, 2016, the Committee approved grants of stock options under the 2015 Plan to each of our named executive officers. Messrs. Siegel, Miller, Conforti, Fisher and Lazear received options to purchase 191,000, 66,850, 66,850, 66,850 and 66,850 shares of Affinion Holdings’ common stock, respectively, at an exercise price equal to $13.97 per share. The options granted to our named executive officers vest in four equal installments on each of the first four anniversaries of the grant date. On November 14, 2018, the options that had not yet vested as of such date were repriced. The per share exercise price of the repriced options is equal to $5.00.  

(3) On January 30, 2007, the Committee reduced the exercise price of all Tranche A, Tranche B and Tranche C options from $10.00 per share to $3.00 per share as an equitable adjustment required by the 2005 Plan in connection with the extraordinary dividend on Affinion Holdings’ common stock paid on January 31, 2007, which was further adjusted for Affinion Holdings’ 2.1-for-1 stock split in September 2007 to $1.43 per share. Options granted after January 30, 2007 were unaffected.

(4) On April 1, 2014, the Committee reduced the exercise price of certain outstanding options granted under the 2005 Plan to $1.14 per share and extended the contractual term of the options to April 1, 2024. In addition, on November 9, 2015, the Committee adjusted the number of shares and the exercise price of options granted under the 2005 Plan in connection with the 2015 Exchange Offers and 2015 Rights Offering.

OPTION EXERCISES AND STOCK VESTED

During fiscal year 2018, there were no options exercised or vesting of stock by any of our named executive officers.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The tables below reflect the amount of compensation that would be payable to each of our named executive officers in the event of the termination of such executive’s employment as provided under the named executive officers’ employment agreements in effect for 2018. The amount of compensation payable to each named executive officer upon termination for “good reason,” retirement, termination without “cause,” the named executive officer’s disability or death or in the event of a change of control, is shown below. The amounts shown assume that such termination was effective as of December 31, 2018, and thus includes amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from us. Outstanding unvested equity awards are generally not automatically accelerated upon a change of control.

Payments Made Upon Termination, Generally

Regardless of the manner in which a named executive officer’s employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include:

•non-equity incentive compensation earned during the fiscal year of termination; and

•amounts earned and contributed under our Employee Savings Plan.

In addition, Mr. Conforti will be entitled to the benefits set forth in the following table.

Payments Made Upon Retirement

In the event of the retirement of a named executive officer, in addition to the items identified above he will continue to be able to exercise vested options granted under Affinion Holdings’ 2015 Plan for ninety days following termination of employment (or such longer period as provided under the applicable plan documents and award agreements). In addition, Mr. Conforti will be entitled to the benefits set forth in the following tables.

Payments Made Upon Termination due to Death or Disability

In the event of the death or disability of a named executive officer, in addition to the benefits listed under the headings “Payments Made Upon Termination, Generally” and “Payments Made Upon Retirement” above, Messrs. Siegel, Miller, Conforti, Fisher and Lazear will receive benefits under our disability plan or payments under our life insurance plan, as applicable, and as set forth in the following tables.

Payments Made Upon Termination “Without Cause” or Termination for “Good Reason”

Pursuant to the executives’ employment agreements, if an executive’s employment is terminated “without cause,” or if the executive terminates employment in certain circumstances defined in the agreements with Messrs. Siegel, Miller, Fisher and Lazear that constitute “good reason,” the applicable named executive officers will receive the benefits set forth under the heading “Payments Made Upon Termination, Generally” and in the following tables.

“Good reason” generally means: (i) our material failure to fulfill our obligations under the executive’s employment agreement; (ii) a material and adverse change to, or a material reduction of, the executive’s duties and responsibilities; (iii) a reduction in the executive’s annual base salary or target bonus (excluding any reduction related to a broader compensation reduction that is not limited to executive specifically and that is not more than 10% in the aggregate or any reduction to which the executive consents); or (iv) the relocation of the executive’s primary office to a location more than 35 miles from his current work location. We have a 30-day cure right following timely notice from the executive of any event constituting “good reason.”

Under the agreements with Messrs. Siegel, Miller, Fisher and Lazear, “cause” generally means: the executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful misconduct or willful gross neglect; (iv) continued willful failure to substantially perform his duties; or (v) his material breach of his employment agreement. The executive has certain cure rights with respect to the acts set forth in (iv) and (v). Under the agreement with Mr. Conforti, “cause” generally means that he is guilty of gross misconduct, gross negligence or is in material breach of one of the terms of his employment.

95

Each of Messrs. Siegel, Miller, Fisher and Lazear is only entitled to receive severance payments so long as they comply with their restrictive covenants regarding non-disclosure of confidential information, non-solicitation of employees, non-competition, and proprietary rights, each during and for specified periods after employment. Mr. Conforti is entitled to a lump sum payment equal to six months of his base salary on any termination of employment as compensation for the non-competition covenant provided in his agreement; provided, that, in the event that he fails to comply with such non-competition covenant he must repay the Company a sum equal to twelve months of his annual base salary.

Payment of severance to Messrs. Siegel, Miller, Fisher and Lazear is conditioned on the named executive officer or such executive officer’s legal representative executing a separation agreement and general release of claims against us and our affiliates.

Todd H. Siegel

In the event Mr. Siegel’s employment is terminated by us without “cause” (including as a result of our non-renewal of the agreement) or he terminates his employment with us for “good reason,” he will be entitled under the severance provisions of his employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in six quarterly installments of termination of an amount equal to 200% of the aggregate amount of his annual base salary and target bonus (the “severance payments”) and in the event such termination of employment occurs prior to the payment of the 2018 Guaranteed Bonus, the payment of the 2018 Guaranteed Bonus, at the same time that the 2018 Guaranteed Bonus is otherwise payable. The first quarterly installment of the severance payments will commence on the last day of the calendar quarter immediately following the termination and the remaining quarterly installments being paid on the last day of each of the five quarters thereafter.

If Mr. Siegel’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary and in the event such termination of employment occurs prior to the payment of the 2018 Guaranteed Bonus, the payment of the 2018 Guaranteed Bonus, at the same time that the 2018 Guaranteed Bonus is otherwise payable. In the event Mr. Siegel violates any of the restrictive covenants he will have no further right to receive any severance payments. The “Annual Incentive Plan” value listed below includes the amount of such 2018 Guaranteed Bonus.

The following table shows the potential payments upon termination of Mr. Siegel’s employment on December 31, 2018 under the circumstances described above:

							Termination		Termination
Executive Benefit	Voluntary		Early		Normal		Without		for Good						Change of
and Payments Upon Separation	Termination		Retirement		Retirement		Cause		Reason		Disability		Death		Control
Compensation:
Annual Incentive Plan		—		—		—	$	3,937,500	$	3,937,500	$	1,312,500	$	1,312,500		—
Cash Severance		—		—		—	$	1,750,000	$	1,750,000	$	875,000	$	875,000		—
Long-Term Incentive Compensation:
Stock Options		—		—		—		—		—		—		—		—
Benefits & Perquisites:
Savings Plan		—		—		—		—		—		—		—		—
Health and Welfare Benefits		—		—		—		—		—		—		—		—
Life Insurance Proceeds		—		—		—		—		—		—		—		—

Gregory S. Miller

In the event Mr. Miller’s employment is terminated by us without “cause” (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for “good reason,” he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in 24 monthly installments commencing on the date of termination of an amount equal to 100% of the aggregate amount of his annual base salary and target bonus. If Mr. Miller’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Miller violates any of the restrictive covenants he will have no further right to receive any severance payments.

96

The following table shows the potential payments upon termination of Mr. Miller’s employment on December 31, 2018 under the circumstances described above:

							Termination		Termination
Executive Benefit	Voluntary		Early		Normal		Without		for Good						Change of
and Payments Upon Separation	Termination		Retirement		Retirement		Cause		Reason		Disability		Death		Control
Compensation:
Annual Incentive Plan		—		—		—	$	450,000	$	450,000		—		—		—
Cash Severance		—		—		—	$	450,000	$	450,000	$	450,000	$	450,000		—
Long-Term Incentive Compensation:
Stock Options		—		—		—		—		—		—		—		—
Benefits & Perquisites:
Savings Plan		—		—		—		—		—		—		—		—
Health and Welfare Benefits		—		—		—		—		—		—		—		—
Life Insurance Proceeds		—		—		—		—		—		—		—		—

Michele Conforti

In the event Mr. Conforti’s employment is terminated by us without “cause,” he will be entitled to six months of notice and under the severance provisions of the employment agreement to a payment equal to six months of his base salary, subject to reduction in the event he receives any payment in lieu of notice. In addition, in the event of any termination of employment, he will be entitled to receive an additional lump sum payment equal to six months of his base salary on his termination of employment as compensation for the non-competition covenant provided in his agreement; provided, that, in the event that he fails to comply with such non-competition covenant he must repay the Company a sum equal to twelve months of his annual base salary.

The following table shows the potential payments upon termination of Mr. Conforti’s employment on December 31, 2018 under the circumstances described above:

							Termination		Termination
Executive Benefit	Voluntary		Early		Normal		Without		for Good						Change of
and Payments Upon Separation	Termination		Retirement		Retirement		Cause		Reason		Disability		Death		Control
Compensation:
Annual Incentive Plan		—		—		—		—		—		—		—		—
Cash Severance (1)	$	200,758	$	200,758	$	200,758	$	401,516	$	200,758	$	200,758	$	200,758	$	—
Long-Term Incentive Compensation:
Stock Options		—		—		—		—		—		—		—		—
Benefits & Perquisites:
Savings Plan		—		—		—		—		—		—		—		—
Health and Welfare Benefits		—		—		—		—		—		—		—		—
Life Insurance Proceeds		—		—		—		—		—		—		—		—

(1) Mr. Conforti is based in the United Kingdom. It is anticipated that any severance payable to him on his termination of employment will generally be paid to him in Euros rather than United States dollars. Amounts reported are based on the December 31, 2018 conversion rate, which was $1.144 United States dollars for each one Euro.

Brian J. Fisher

In the event Mr. Fisher’s employment is terminated by us without “cause” (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for “good reason,” he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in 24 monthly installments commencing on the date of termination of an amount equal to 100% of the aggregate amount of his annual base salary and target bonus. If Mr. Fisher’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Fisher violates any of the restrictive covenants he will have no further right to receive any severance payments.

97

The following table shows the potential payments upon termination of Mr. Fisher’s employment on December 31, 2018 under the circumstances described above:

							Termination		Termination
Executive Benefit	Voluntary		Early		Normal		Without		for Good						Change of
and Payments Upon Separation	Termination		Retirement		Retirement		Cause		Reason		Disability		Death		Control
Compensation:
Annual Incentive Plan		—		—		—	$	243,750	$	243,750		—		—		—
Cash Severance		—		—		—	$	325,000	$	325,000	$	325,000	$	325,000		—
Long-Term Incentive Compensation:
Stock Options		—		—		—		—		—		—		—		—
Benefits & Perquisites:
Savings Plan		—		—		—		—		—		—		—		—
Health and Welfare Benefits		—		—		—		—		—		—		—		—
Life Insurance Proceeds		—		—		—		—		—		—		—		—

Scott Lazear

In the event Mr. Lazear’s employment is terminated by us without “cause” (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for “good reason,” he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in 24 monthly installments commencing on the date of termination of an amount equal to 100% of the aggregate amount of his annual base salary and target bonus. If Mr. Lazear’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Lazear violates any of the restrictive covenants he will have no further right to receive any severance payments.

In addition, under the A&R 2016 LTIP Award Agreement, in the event of Mr. Lazear’s termination of employment by the Company without “cause,” he would have become fully vested in the Total Adjusted Award as of the date of such termination.

The following table shows the potential payments upon termination of Mr. Lazear’s employment on December 31, 2018 under the circumstances described above and assumes the Total Adjusted Award that was payable to him under the A&R LTIP Award Agreement would be paid at target:

							Termination		Termination
Executive Benefit	Voluntary		Early		Normal		Without		for Good						Change of
and Payments Upon Separation	Termination		Retirement		Retirement		Cause		Reason		Disability		Death		Control
Compensation:
Annual Incentive Plan		—		—		—	$	350,000	$	350,000		—		—		—
Cash Severance		—		—		—	$	350,000	$	350,000	$	350,000	$	350,000		—
2016 LTIP		—		—		—	$	375,000		—		—		—		—
Long-Term Incentive Compensation:
Stock Options				—		—		—		—		—		—		—
Benefits & Perquisites:
Savings Plan		—		—		—		—		—		—		—		—
Health and Welfare Benefits		—		—		—		—		—		—		—		—
Life Insurance Proceeds		—		—		—		—		—		—		—		—

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DIRECTOR COMPENSATION

We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to us as well as the skill-level required by the members of the Board of Directors. The members of the Board of Directors also serve on the board of directors of Affinion for no additional compensation.

Director Compensation

We provide each of our non-employee directors with annual cash compensation equal to $100,000, which is payable in equal quarterly installments. Members of the audit committee are eligible to receive an additional $30,000 annually, payable in equal quarterly installments. Members of the Committee are eligible to receive an additional $25,000 annually, payable in equal quarterly installments. Mr. Palter is also eligible to receive $50,000 annually, payable in equal quarterly installments, for serving as chairman of the Board of Directors and $25,000 annually, payable in equal quarterly installments, for serving as chairman of the Committee. Mr. Frier is also eligible to receive $25,000 annually, payable in quarterly installments, for serving as the chairman of the audit committee. In addition, Mr. Frier received a one-time payment equal to $20,000 for his service as chairman of the special committee and Mr. Vondrasek received a one-time payment equal to $10,000 for his service as a member of the special committee.

Directors who are our employees receive no further compensation for their service as directors. All non-employee directors were eligible to receive $70,000 in restricted stock unit awards annually. On April 25, 2018, the Board approved an increase of $20,000 in the value of the equity each non-employee director is entitled to receive annually, increasing such amount from $70,000 to $90,000, however, no such awards were granted in 2018.

The table below summarizes the compensation paid by us and earned or accrued by directors for the fiscal year ended December 31, 2018.

(a)	(b)		(c)		(d)		(e)		(f)		(g)
							Change in
							Pension
	Fees						Value and
	Earned or						Deferred
	Paid in		Stock		Option		Compensation		All Other
Name (1)	Cash ($)		Awards ($)		Awards ($)		Earnings ($)		Compensation ($)		Total ($)
Gilbert S. Palter (2)	$	187,500	$	—	$	—	$	—	$	—	$	187,500
Rick P. Frier (3)	$	175,000	$	—	$	—	$	—	$	—	$	175,000
Mark R. Vondrasek (4)	$	128,750	$	—	$	—	$	—	$	—	$	128,750
Christophe Browne (5)	$	130,000	$	—	$	—	$	—	$	—	$	130,000
Austin Camporin (6)	$	118,750	$	—	$	—	$	—	$	—	$	118,750
Michael Iaccarino (7)	$	130,000	$	—	$	—	$	—	$	—	$	130,000

(1) Mr. Siegel, our Chief Executive Officer, is not included in this table as he is our employee and receives no compensation for his services as a director. The compensation received by Mr. Siegel is shown in the Summary Compensation Table.

(2) Mr. Palter’s fees include an amount equal to $50,000 for his service as chairman of the Board of Directors, an amount equal to $18,750 for his service on the Committee and an additional amount equal to $18,750 for his service as chairman of the Committee. His fees for his service on the Committee reflect that fees were not payable for service on the Committee for the first quarter of 2018 as the Committee did not meet during that quarter.

(3) Mr. Frier’s fees include an amount equal to $25,000 for his service as chairman of the Audit Committee, an amount equal to $30,000 for his service on the audit committee and a one-time payment equal to $20,000 for his service as chairman of the special committee.

(4) Mr. Vondrasek’s fees include an amount equal to $18,750 for his service on the Committee and a one-time payment equal to $10,000 for his services as a member of the special committee. His fees for his service on the Committee reflect that fees were not payable for service on the Committee for the first quarter of 2018 as the Committee did not meet during that quarter.

(5) Mr. Browne’s fees include an amount equal to $30,000 for his service on the Audit Committee.

(6) Mr. Camporin’s fees include an amount equal to $18,750 for his service on the Committee. His fees for his service on the Committee reflect that fees were not payable for service on the Committee for the first quarter of 2018 as the Committee did not meet during that quarter.

(7) Mr. Iaccarino’s fees include an additional amount equal to $30,000 for his service on the Audit Committee.

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Narrative to Director Compensation Table

Restricted Stock Unit Agreement

No restricted stock unit award was granted to any of the non-employee directors in 2018. Restricted stock units were granted to each of the non-employee directors other than Mr. Browne and to Metro SPV LLC, an entity affiliated with Mr. Browne, in 2017 under the terms of the applicable award agreement and the 2015 Plan and were reported in the Director Compensation Table for fiscal year 2017. Such restricted stock units became fully vested as of December 31, 2017 and will be settled by the delivery of one share of common stock to the applicable director or entity on the earlier to occur of (A) a “Change in Control” (as defined in the restricted stock unit agreement) or (B) the third anniversary of the date of grant.

Compensation Committee Interlocks and Insider Participation

During 2018, the members of the Committee consisted of Messrs. Vondrasek, Palter and Camporin. During 2018, none of our executive officers served as a member of the compensation committee of another entity (or other board committee of such entity performing equivalent function or, in the absence of any such committee, the entire board of directors of such entity), one of whose executive officers served on our Committee, none of our executive officers served as a director of another entity, one of whose executive officers served on our Committee, and none of our executive officers served as a member of the compensation committee of another entity (or other board committee of such entity performing equivalent function or, in the absence of any such committee, the entire board of directors of such entity), one of whose executive officers served as one of such directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of Affinion Holdings’ New Common Stock as of April 10, 2019 by (i) each person known to beneficially own more than 5% of the New Common Stock of Affinion Holdings, (ii) each of our named executive officers, (iii) each member of the board of directors of Affinion Holdings and (iv) all of our executive officers and members of the board of directors of Affinion Holdings as a group.

The amounts and percentages of New Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities, in accordance with Rule 13d-3 under the Exchange Act. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

On April 10, 2019, Affinion Holdings completed the 2019 Exchange Offer, the issuance of New Notes and New Common Stock pursuant to the Investor Purchase Agreement and the 2019 Rights Offering. In connection with the 2019 Exchange Offer and pursuant to the Investor Purchase Agreement, the Company issued 725,678 shares of Class M Common Stock, which were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger into 725,678 shares of New Common Stock of Affinion Holdings, as well as 10,522,940 New Penny Warrants to acquire shares of New Common Stock at an exercise price of $0.000001 per share in lieu of New Common Stock and 1,249,808 New Investor Warrants to acquire shares of New Common Stock at an exercise price of $67.12 per share.

For a description of director nomination rights, see “Item 13. Certain Relationships and Related Transactions, and Director Independence—Agreements with Certain Shareholders in Connection with the 2015 Transactions.”

Information regarding holders of New Common Stock is based on the share register maintained by the transfer agent and provided to the Company.

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Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all shares of New Common Stock shown as beneficially owned by them.

	Amount and Nature
	of Beneficial		Percentage
Name of Beneficial Owner	Ownership		of Class
Elliott Entities(a)		144,409		19.9	%
Mudrick Entities(b)		144,409		19.9	%
Metro SPV(c)		144,409		19.9	%
Empyrean Entities(d)		144,409		19.9	%
Corbin Entities(e)		125,358		17.3	%
Todd H. Siegel		—		0	%
Gregory S. Miller		—		0	%
Michele Conforti		—		0	%
Brian J. Fisher		—		0	%
Scott Lazear		—		0	%
Christophe Browne		—		0	%
Austin Camporin		—		0	%
Rick P. Frier		—		0	%
Michael Iaccarino		—		0	%
Gilbert S. Palter		—		0	%
Mark R. Vondrasek		—		0	%
Directors and executive officers as a group (11 persons)		—		0	%

(a) Represents 144,409 shares of New Common Stock owned of record by Elliott Associates, L.P. (“Elliott Associates”) and Elliott International, L.P. (“Elliott International” and, together with Elliott Associates, the “Elliott Entities”). Elliott Capital Advisors, L.P. (“Capital Advisors”), Elliott Advisors GP LLC (“Advisors GP”) and Elliott Special GP, LLC (“Special GP”), each of which is controlled by Paul E. Singer (“Singer”), are the general partners of Elliott Associates. Hambledon, Inc. (“Hambledon”), which is also controlled by Singer, is the sole general partner of Elliott International. Elliott International Capital Advisors Inc. (“EICA”) is the investment manager for Elliott International. The Elliott Entities also own New Penny Warrants to acquire up to 6,509,130 shares of New Common Stock and New Investor Warrants to acquire up to 229,501 shares of New Common Stock. However, the Elliott Entities are prevented from exercising the New Penny Warrants and the New Investor Warrants to the extent that after giving effect to such exercise, the Elliott Entities (together with their affiliates), to our actual knowledge, would beneficially own in excess of 19.9% of the shares of New Common Stock outstanding immediately after giving effect to such exercise to the extent doing so would require the consent of, or notice to, a governmental authority, and such consent or notice has not been properly obtained or filed, including the FCA (which consents have not yet been received). The address of Elliott Associates, Singer, Capital Advisors, Advisors GP, Special GP and EICA is 40 West 57th Street, New York, New York 10019. The address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.

(b) Represents 144,409 shares of New Common Stock owned of record by investment funds and managed accounts managed by Mudrick Capital Management, L.P. (the “Mudrick Entities”). The Mudrick Entities also own New Penny Warrants to acquire up to 1,613,528 shares of New Common Stock. However, the Mudrick Entities are prevented from exercising the New Penny Warrants to the extent that after giving effect to such exercise, the Mudrick Entities (together with their affiliates), to our actual knowledge, would beneficially own in excess of 19.9% of the shares of New Common Stock outstanding immediately after giving effect to such exercise to the extent doing so would require the consent of, or notice to, a governmental authority, and such consent or notice has not been properly obtained or filed, including the FCA (which consents have not yet been received). The address of the Mudrick Entities is 527 Madison Avenue, 6^th Floor, New York, NY 10022.

(c) Represents 144,409 shares of New Common Stock owned of record by Metro SPV LLC (“Metro SPV”). ICG Strategic Secondaries II GP LP (the “Secondaries Fund GP”) serves as the managing member of Metro SPV. ICG Strategic Equity Associates II LLC (“Secondaries Associates”) is the sole general partner of Secondaries Fund GP. Intermediate Capital Group, Inc. (“ICG, Inc.”) is the sole managing member of Secondaries Associates. ICG FMC Limited (“ICG FMC”) is the parent company of ICG, Inc. Intermediate Capital Group plc (“ICG plc”) is the parent company of ICG, Inc. and is a premium listed company on the London Stock Exchange. Metro SPV is currently prevented, pursuant to the Certificate of Incorporation, from voting shares in excess of 19.9% of the issued and outstanding New Common Stock until Metro SPV obtains the required consent from the FCA. Metro SPV also owns New Penny Warrants to acquire 1,453,149 shares of New Common Stock and New Investor Warrants to acquire 284,494 shares of New Common Stock. However, Metro SPV is prevented from exercising the New Penny Warrants and New Investor Warrants to the extent that after giving effect to such exercise, Metro SPV (together with its affiliates), to our actual knowledge, would beneficially own in excess of 19.9% of the shares of New Common Stock outstanding immediately after giving effect to such exercise to the extent doing so would require the consent of, or notice to, a governmental authority, including the FCA, and such consent or notice has not been properly obtained or filed. The address of Metro SPV, Secondaries Fund GP, Secondaries Associates and ICG, Inc. is c/o Intermediate Capital Group, Inc., 600 Lexington Avenue, 24th Floor, New York, NY 10022. The address of ICG FMC and ICG plc is Juxon House, 100 St. Paul’s, Churchyard, London, EC4M 8BU.

(d) Represents 144,409 shares of New Common Stock owned of record by Empyrean Capital Overseas Master Fund, LTD and P EMP, LTD (together, with Empyrean Investments, LLC the “Empyrean Entities”). The Empyrean Entities also own New Penny Warrants to acquire up to 947,133 shares of New Common Stock and New Investor Warrants to acquire up to 168,606 shares of New Common Stock. However, the Empyrean Entities are prevented from exercising the New Penny Warrants and the New Investor Warrants to the extent that after giving effect to such exercise, the Empyrean Entities (together with their affiliates), to our actual knowledge, would beneficially own in excess of 19.9% of the shares of New Common Stock outstanding immediately after giving effect to such exercise to the extent doing so would require the consent of, or notice to, a governmental authority, and such consent or notice has not been properly obtained or filed, including the FCA (which consents have not yet been received). Empyrean is the sole member of Empyrean Investments, LLC. Empyrean Capital, LLC serves as the general partner to Empyrean. Amos Meron is the managing member of Empyrean Capital, LLC, and as such may be deemed to have voting and dispositive control of the shares of New Common Stock held directly by Empyrean Investments, LLC. The address of each of Empyrean Investments, LLC, Empyrean, Empyrean Capital, LLC, and Amos Meron is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

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(e) Represents 125,358 shares of New Common Stock owned of record by Corbin Opportunity Fund, L.P. and Corbin ERISA Opportunity Fund, Ltd. (together, the “Corbin Entities”). The Corbin Entities are managed by Corbin Capital Partners, L.P. The address of Corbin Capital Partners, L.P. is 590 Madison Avenue, 31^st Floor, New York, NY 10022.

Securities Authorized for Issuance Under Equity Compensation Plan

In connection with the closing of the Apollo Transactions on October 17, 2005, Affinion Holdings adopted the 2005 Plan, which was approved by the stockholders of Affinion Holdings. The 2005 Plan allowed Affinion Holdings to grant, among other things, non-qualified stock options to directors and employees of, and consultants to, Affinion Holdings and its affiliates, directors, employees and consultants. No additional grants were made under the 2005 Plan on or after November 7, 2007, the effective date of the 2007 Plan.

On November 7, 2007, the Board of Directors adopted the 2007 Plan, under which our employees, directors and other service providers were eligible to receive awards of Affinion Holdings common stock. No further awards were granted under the 2007 Plan after November 9, 2015, the effective date of the 2015 Plan.

On November 9, 2015, the Board of Directors adopted the 2015 Plan, which authorizes the Human Resources Committee to grant stock options, restricted stock, restricted stock units and other equity-based awards. On November 14, 2018, upon the recommendation of the Committee, the Board of Directors adopted an amendment to the 2015 Plan to increase the aggregate cap on common stock that may be issued to employees and directors of Affinion Holdings’ under the plan from 10% of Affinion Holdings’ common stock to 15% of Affinion Holdings’ common stock (on a fully diluted basis, but excluding vested and unvested Affinion Holdings’ common stock and options or other rights to acquire Affinion Holdings’ common stock issued under the 2015 Plan). This amendment was effective as of December 17, 2018. As of December 31, 2018, approximately 0.7 million stock options were outstanding under the 2015 Plan.

Cancellation of Options and Adjustment of Equity Awards in Connection with the 2015 Transactions

On November 9, 2015, in connection with the consummation of the 2015 Transactions, the Committee approved the cancellation of all stock options (the “Terminated Options”) previously issued and outstanding under the 2007 Plan. The Terminated Options had a per share exercise price in excess of the current fair market value per share of Affinion Holdings’ common stock and as such the Committee determined that the Terminated Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the terms of the 2007 Plan, the Terminated Options were cancelled for no consideration in connection with the 2015 Rights Offering. Stock options issued and outstanding under the 2005 Plan were not affected by the cancellation.

In addition, on November 9, 2015, in connection with the consummation of the 2015 Transactions, the Committee adjusted the terms of stock options (the “2005 Options”) issued and outstanding under the 2005 Plan and the retention units that were issued and outstanding under the 2007 Plan (the “Adjustment”). With respect to each of the 2005 Options, for each share of Class A Common Stock originally underlying the 2005 Option, the award was converted to an option (the “Converted Option”) to acquire 0.0037749 shares of Class C Common Stock and 0.0039736 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate spread of the Converted Option. With respect to the retention units for each share of Class A Common Stock originally underlying the RUs, the award was converted into retention units in respect of 0.0037749 shares of Class C Common Stock and 0.0039736 shares of Class D Common Stock.

Awards previously issued under the 2007 Plan that are payable in cash were not affected by the 2015 Transactions and will remain payable in accordance with their terms.

For additional discussion of our equity compensation, including the 2005 Plan, the 2007 Plan and the 2015 Plan, see Note 15—Share-Based Compensation in the audited consolidated financial statements included elsewhere herein.

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The table below summarizes the equity issuances under the 2005 Plan, the 2007 Plan and the 2015 Plan as of December 31, 2018.

						Number of securities remaining
	Number of securities			Weighted-average		available for future issuance under
	to be issued upon			exercise price of		equity  compensation plans
	exercise of outstanding			outstanding options,		(excluding securities reflected in
	options,  warrants and rights			warrants and rights		column(a))
Plan Category	(a)			(b)		(c)
Equity compensation plans approved by    securityholders
Options - Class C and D Common Stock		4,339	(1)	$	147.12		—
Options - Existing Common Stock		654,400	(2)	$	9.86	(4)
Restricted stock units		78,864	(3)		—	(4)
Equity compensation plans not approved by    securityholders
		—		$	—		—
Total		737,603		$	—		—

(1) Represents 2,114 options to acquire shares of Class C common stock and 2,225 options to acquire shares of Class D common stock.

(2) Represents options to acquire 654,400 shares of Existing Common Stock.

(3) Represents restricted stock units that will be settled for 78,864 shares of Existing Common Stock.

(4) Under the 2015 Plan, 162,338 shares of Existing Common Stock are reserved for future issuance.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Agreements with Certain Shareholders in Connection with the 2015 Transactions

Shareholders Agreement

On November 9, 2015, Affinion Holdings and the requisite former holders of Class A Common Stock, Series A Warrants and Series B Warrants entered into the Shareholders Agreement that, among other things, (1) amended and restated each of (a) the Affinion Holdings Stockholder Agreement, (b) that certain Management Investor Rights Agreement, dated as of October 17, 2005, as amended on April 30, 2010, by and among Affinion Holdings and the investors party thereto (the “Management Investor Rights Agreement”), (c) that certain Affinion Holdings Securityholder Rights Agreement, dated as of January 14, 2011, as amended, by and among Affinion Holdings and the securityholders party thereto and (d) that certain Warrantholder Rights Agreement, dated as of December 12, 2013, as amended, by and among Affinion Holdings and the warrantholders party thereto, each such amendment and restatement effective as of November 9, 2015, and (2) established certain terms and conditions pursuant to which the holders of Existing Common Stock are bound with respect thereto. In connection with the 2019 Recapitalization, the Shareholders Agreement was terminated by the Merger, as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

In addition, as a condition to the delivery of Existing Common Stock, each recipient of Existing Common Stock has executed and delivered a joinder to the Shareholders Agreement, in form and substance reasonably acceptable to Affinion Holdings.

The Shareholders Agreement contained the following terms:

Transfer Restrictions

Prior to a Listing, the Shareholders Agreement provides that transfers of shares of Existing Common Stock and Class C/D Common Stock, other than pursuant to a Permitted Transferee (as such term is defined in the Shareholders Agreement) are subject to the consent of Affinion Holdings unless the shares may be resold pursuant to an effective resale registration statement under the Securities Act or pursuant to Rule 144 thereunder. A “Listing” means the registration of Existing Common Stock under the Exchange Act, and (1) qualification for quotation on the OTC Bulletin Board (or other available over the counter market) (an “OTC Listing”) or (2) listing on a U.S. national securities exchange registered with the SEC (such listing, a “Public Listing”).

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Tag-Along Rights

Prior to a Public Listing, if one or more parties to the Shareholders Agreement that collectively hold 35% of the shares of Existing Common Stock then outstanding proposes to transfer for value any shares of Existing Common Stock in a single transaction or series of related transactions, then each of the other parties to the Shareholders Agreement may elect to transfer its shares of Existing Common Stock to the transferee up to an amount equal to the product of (1) the number of shares of Existing Common Stock proposed to be transferred and (2) a fraction, the numerator of which is the number of shares of Existing Common Stock owned by such investor and the denominator of which is the total number of shares of Existing Common Stock then outstanding, at the same price and on substantially the same terms and conditions as agreed to by the transferee and investor initiating such transaction.

Preemptive Rights

Prior to a Public Listing, the Shareholders Agreement provides that upon a proposed issuance of equity securities of Affinion Holdings by Affinion Holdings or its subsidiaries, Affinion Holdings shall offer to each holder of 1% or more of the outstanding Existing Common Stock the right to purchase its pro rata share, based on ownership of Existing Common Stock on the terms and conditions of the proposed issuance. The preemptive rights are subject to customary limited carve-outs.

Minority Protections

The Shareholders Agreement requires the approval of the holders of 66⅔% of the Existing Common Stock for Affinion Holdings to, or permit any of its subsidiaries to, (1) amend the charter or bylaws of Affinion Holdings, (2) merge or consolidate with, or enter into a reorganization or equity recapitalization, that results in the holders of Existing Common Stock holding less than a majority of the equity in the surviving or resulting entity, (3) any sale of all or substantially all of Affinion Holdings’ assets on a consolidated basis, (4) enter into related party transactions with holders of 5% or more of the Existing Common Stock or, unless on an arms’-length basis, any of their affiliates, (5) engage in a new line of business substantially unrelated to an existing line of business or (6) adopt an equity incentive plan that, together with all other equity incentive plans (excluding the 2005 Plan, the 2007 Plan and the Webloyalty Plan) is for more than 10% of the issued and outstanding Existing Common Stock.

Director Elections

The Shareholders Agreement requires that the individual serving as the chief executive officer of Affinion Holdings must be included in Affinion Holdings’ slate of nominees for director at each annual or special meeting of the stockholders at which directors are to be elected and which the relevant class of director seats are subject to election. Affinion Holdings must use its reasonable best efforts to cause the election of the chief executive officer as a director of the Board (along with all other nominees for director) and otherwise support the chief executive officer for election in a manner no less rigorous and favorable than the manner in which Affinion Holdings supports its other director nominees.

Financial Reports; Information Rights

The Shareholders Agreement obligates Affinion Holdings to deliver reports to stockholders substantially similar to the current, periodic and annual reports required by Section 13 or 15(d) of the Exchange Act unless Affinion Holdings is then a public reporting company or a voluntary filer.

Representations and Warranties

Investors party to the Shareholders Agreement, including as a result of executing a joinder thereto, are required to make customary representations and warranties to Affinion Holdings regarding (1) organization, (2) authority, and (3) absence of violations or failure to obtain required consents.

Listing Requirement

Pursuant to the Shareholders Agreement, Affinion Holdings is obligated to use commercially reasonable efforts to qualify the Existing Common Stock for quotation on the OTC Bulletin Board as promptly as practicable following the closing of the 2015 Exchange Offers and 2015 Rights Offering. In satisfaction of this obligation, on June 6, 2016, the Existing Common Stock was approved for quotation on the OTCQX under the ticker symbol “AFGR.” In addition, Affinion Holdings is obligated to use commercially reasonable efforts to cause the Existing Common Stock to be listed on a U.S. national securities exchange registered with the SEC on or prior to the first anniversary of the closing of the 2015 Exchange Offers and 2015 Rights Offering. As of the date of this Report, Affinion Holdings is not listed on a U.S. national securities exchange registered with the SEC.

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Other Agreements

By executing the Shareholders Agreement, investors party thereto have agreed not to enter into any agreements or arrangements of any kind with any person or entity inconsistent with the provisions of the Shareholders Agreement.

Term; Termination

The Shareholders Agreement shall terminate upon the dissolution or liquidation of Affinion Holdings or the occurrence of a qualified initial public offering of Affinion Holdings.

For purposes of the Shareholders Agreement, a qualified initial public offering means a bona fide, marketed underwritten initial public offering after which closing such capital is quoted on the NASDAQ National Market or listed or quoted on the New York Stock Exchange or other national securities exchange acceptable to the Board of Directors and meeting one of the following two criteria: (i) the aggregate cash proceeds (net of underwriting discounts, commissions and offering expenses) of such offering to Affinion Holdings exceed $75 million, or (ii) at least 20% of the outstanding Existing Common Stock (calculated in accordance with the Shareholders Agreement on a fully diluted basis, and for purposes of such calculation treating Existing Common Stock issued in the initial public offering as outstanding Existing Common Stock) shall have been issued or sold to the public in connection with such initial public offering.

Original Registration Rights Agreement

On November 9, 2015, Affinion Holdings, the holders of the Existing Common Stock and certain holders of Class C/D Common Stock entered into a Registration Rights Agreement (the “Original Registration Rights Agreement”), pursuant to which Affinion Holdings has granted such holders the right, under certain circumstances and subject to certain restrictions, to require Affinion Holdings to register under the Securities Act the shares of Existing Common Stock that are held or acquired by them. In connection with the 2017 Transactions, the Original Registration Rights Agreement was amended and restated, as discussed below under “Agreements with Certain Stockholders in Connection with the 2017 Transactions—Amended and Restated Registration Rights Agreement.”

Shelf Registration

The Original Registration Rights Agreement requires Affinion Holdings, upon becoming eligible to file a registration statement on Form S-3, to use its commercially reasonable efforts to promptly prepare and file a shelf registration statement with respect to the resale of Existing Common Stock and maintain the shelf registration statement for one year. Holders may request a shelf-takedown one time per six month period. Holders owning 30% of the shares of Existing Common Stock to be registered pursuant to a shelf registration statement may elect to have the offering underwritten. Affinion Holdings is required to prepare and file additional shelf registration statements as necessary every three years.

Demand Rights

The Original Registration Rights Agreement grants holders of 35% or more of the shares of Existing Common Stock one demand registration right per six month period; provided, that Affinion Holdings does not have to effect a demand registration if a shelf registration statement is on file and effective or if such a demand registration would not reasonably be expected to result in aggregate gross cash proceeds in excess of $100 million (without regard to any underwriting discount or underwriter’s commission). Holders owning 30% of the shares of Existing Common Stock to be registered pursuant to a demand registration statement may elect to have the offering underwritten.

Black-Out Periods

Affinion Holdings has the ability to postpone the filing of a registration statement in connection with a shelf registration or a demand registration for not more than once in any twelve-month period, not to exceed 60 days, subject to certain conditions.

Piggyback Registration Rights

The Original Registration Rights Agreement grants the holders of Existing Common Stock certain “piggyback” registration rights, which allows the holders the right to include shares of Existing Common Stock in a registration statement filed by Affinion Holdings, including in connection with the exercise of any demand registration rights by any other security holder possessing such rights, subject to customary exceptions.

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Reduction of Offering and Lock-Up Periods

If Affinion Holdings and the holders, in consultation with the underwriter in a demand or piggyback registration, determine in good faith that the amount or kind of securities requested to be included in such offering materially and adversely affects such offering, then the amount of securities to be offered by the participating holders will be reduced pro rata based on the formulation set forth in the Original Registration Rights Agreement. Holders of 1% or more of the Existing Common Stock or holders who participate in an underwritten offering agree to enter into, if requested by underwriters, a customary lock-up agreement in connection with an underwritten offering made pursuant to the Original Registration Rights Agreement. In connection with any underwritten offering, such lock-up period will start no earlier than 7 days prior to the expected pricing date of such offering and will last no longer than 90 days after such pricing date, unless the offering is an initial public offering, in which case such lock-up period will last no longer than 180 days after such pricing date.

Underwriters

In connection with any underwritten shelf registration or demand registration, the holders of a majority of the shares of Existing Common Stock to be registered shall select the underwriter, who must be reasonably satisfactory to Affinion Holdings.

Indemnification; Expenses

Affinion Holdings is required to indemnify prospective sellers in an offering pursuant to the Original Registration Rights Agreement and certain related parties against any losses or damages arising out of or based upon any untrue statement or omission of material fact in a registration statement or prospectus pursuant to which such prospective seller sells shares of Existing Common Stock, unless such liability arose out of or is based on such party’s misstatement or omission. The Original Registration Rights Agreement also provides that Affinion Holdings is indemnified by each seller, severally and not jointly, against all losses caused by its misstatements or omissions up to the amount of net proceeds received by such prospective seller upon the sale of the shares of Existing Common Stock giving rise to such losses. Affinion Holdings will pay all registration expenses incidental to its obligations under the Original Registration Rights Agreement, including legal fees and expenses.

Prior Nominating Agreements

Affinion Holdings entered into a separate nominating agreement (collectively, the “Prior Nominating Agreements”) with each of Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (“Third Avenue”), and Ares Management LLC, on behalf of certain affiliated funds and managed accounts, pursuant to which such investors, on behalf of their respective constituents, had the right to nominate one director for election to the Board of Directors. Such nomination rights did not include any obligation on the part of any other investor to vote for such nominees, nor did they guarantee that such nominees would be successfully elected to serve on the Board of Directors. The rights to nominate a director pursuant to the Prior Nominating Agreements were subject to the investor, together with its affiliates, maintaining beneficial ownership of at least 8% of Affinion Holdings’ issued and outstanding Existing Common Stock (including any Limited Warrants, but excluding (1) any other derivative securities or rights to acquire Existing Common Stock and (2) any Existing Common Stock issued pursuant to an equity incentive plan). The Prior Nominating Agreements were terminated in accordance with their terms and are of no further force and effect due to subsequent changes in ownership of equity securities of Affinion Holdings, including the transfer by Third Avenue of its equity securities to Metro SPV.

Limited Warrant

On November 9, 2015, in lieu of shares of Existing Common Stock that would have resulted in Third Avenue, together with its affiliates, acquiring over 19.9% of the issued and outstanding Existing Common Stock, Affinion Holdings issued a Limited Warrant to acquire up to 462,266 shares of Existing Common Stock to Third Avenue. Third Avenue informed Affinion Holdings that it transferred all of its equity interests in Affinion Holdings to Metro SPV, as a result of which the Limited Warrant is now held by Metro SPV. The Limited Warrant is non-voting, non-participating and has an exercise price equal to $0.01 per share. The Limited Warrant contains customary anti-dilution protection for splits, reverse-splits, reclassifications and similar transformative events. The Limited Warrant will expire on the fifth anniversary of its issuance, and includes a covenant that prohibits Affinion Holdings from declaring or paying dividends in respect of the Existing Common Stock until the first anniversary of the date of issuance. The board may not declare or pay dividends or distributions of any kind with respect to the Limited Warrant, and neither Affinion Holdings nor any of its subsidiaries have the right or ability to repurchase the Limited Warrant. The Limited Warrant may be transferred, subject to compliance with the Securities Act, and any restrictions contained in the Limited Warrant, the Fourth Amended and Restated Certificate of Incorporation of Affinion Holdings and the Shareholders Agreement. The Limited Warrant is exercisable at any time during the five year exercise period unless the exercising holder would require the approval of, or a filing with, the FCA to acquire the Existing Common Stock issuable upon such exercise. Metro SPV has not yet received the approval of the FCA. In connection with the 2019 Recapitalization, the Limited Warrant was exercised, as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

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Agreements with Certain Stockholders in Connection with the 2017 Transactions

Stockholder Consent

Section 2.2(a) of the Shareholders Agreement requires Affinion Holdings to receive the affirmative vote or written consent of the holders of at least 66-2/3% shares of the outstanding Existing Common Stock (the “Stockholder Consent”) before entering into any agreement or transaction with any holder of 5% or more of the outstanding Existing Common Stock. In order to allow holders of 5% or more of the outstanding Existing Common Stock to participate in the 2017 Exchange Offers, Consent Solicitations, the Investment and related transactions and in order to allow Affinion Holdings to enter into the Nominating Agreements with certain holders of 5% or more of the outstanding Existing Common Stock and to enter into the A&R Registration Rights Agreement with certain holders of 5% or more of the outstanding Existing Common Stock, Affinion Holdings received the Stockholder Consent. In connection with the Stockholder Consent, Affinion Holdings filed a related Definitive Information Statement on Schedule 14C with the SEC on April 13, 2017, and the Stockholder Consent was deemed effective 20 calendar days after the Definitive Information Statement on Schedule 14C was first sent to stockholders. The consummation of the 2017 Exchange Offers was conditioned upon, among other items, receipt of the Stockholder Consent and the passage of at least 20 calendar days from the date on which the related Definitive Information Statement on Schedule 14C is first sent to Affinion Holdings’ stockholders, each of which occurred.

Support Agreement

On March 31, 2017, certain holders of Affinion’s 2010 senior notes (the “Significant Holders”), which collectively held, as of such date, approximately $237.5 million (50.0%) aggregate principal amount of Affinion’s 2010 senior notes, entered into a support agreement (the “Support Agreement”) with Affinion Holdings, Affinion and Affinion Investments, whereby such Significant Holders agreed to tender their 2010 senior notes in the 2017 Exchange Offers in exchange for the 2017 Notes and 2017 Warrants. On April 3, 2017, Affinion Holdings, Affinion and Affinion Investments entered into an amendment to the Support Agreement approving the amount of consideration provided in connection with the cash election in the AGI Exchange Offer. In addition, by executing the Support Agreement, each of the Significant Holders agreed to waive their pre-emptive rights under the Shareholders Agreement with respect to the 2017 Warrants to be issued in connection with the 2017 Exchange Offers, the 2017 Investor Purchase Agreement and the 2017 Pre-Emptive Rights Offer.

2017 Investor Purchase Agreement

On March 31, 2017, the Investors entered into the 2017 Investor Purchase Agreement in which they agreed to make the Initial Investment, and accordingly purchase 2017 Notes and 2017 Warrants in an aggregate principal amount sufficient to pay all holders that participate in the 2017 Exchange Offers and elect to receive cash. Further, pursuant to the Follow On Investment under the 2017 Investor Purchase Agreement, if Affinion Holdings, Affinion or Affinion Investments exercised its option to redeem any of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and/or Investments’ senior subordinated notes not tendered in the 2017 Exchange Offers, the Company could obligate the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund any such redemptions. In addition, pursuant to the terms of the 2017 Investor Purchase Agreement, Affinion was required to pay to the Investors upon the closing of the 2017 Exchange Offers a commitment premium of $17.5 million and a funding premium of $7.4 million in aggregate principal amount of the 2017 Notes and the same number of 2017 Warrants that such principal amount of the 2017 Notes would have been issued as part of the 2017 Exchange Offers.

Any additional Follow-On Investments were to be made upon Affinion Holdings’ exercise of its option within 90 days from the consummation of the 2017 Exchange Offers, subject to (1) Affinion Holdings having delivered a notice of optional redemption to the holders of a series of Existing Notes for which the Follow-On Investment funds would be used and (2) the valid tender and acceptance by Affinion Holdings of at least 90% of the aggregate principal amount of the applicable series of Existing Notes in the 2017 Exchange Offers, which minimum participation condition was waivable by Affinion Holdings in its sole discretion. Affinion Holdings waived such condition.

On May 10, 2017, Affinion exercised its option to redeem Affinion’s 2010 senior notes that were not tendered in the 2017 Exchange Offers and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. Affinion’s 2010 senior notes were redeemed on May 15, 2017 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to the redemption date.

Accordingly, on May 10, 2017, Affinion issued approximately $237.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 2,801,834 shares of Existing Common Stock were issued to the Investors, all of whom are related parties, pursuant to the 2017 Investor Purchase Agreement to fund the cash consideration payable in the 2017 Exchange Offers and the cash redemption price for the balance of Affinion’s 2010 senior notes that were not exchanged or tendered in the AGI Exchange Offer and to pay the commitment premium and funding premium under the 2017 Investor Purchase Agreement.  

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On June 13, 2017, (i) Affinion Holdings’ exercised its option to redeem the $11.5 million in aggregate principal amount of Affinion Holdings’ 2013 senior notes that were not tendered in the Holdings Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement and (ii) Affinion Investments exercised its option to redeem the $10.2 million in aggregate principal amount of the Investments senior subordinated notes that were not tendered in the Investments Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. Affinion Holdings’ 2013 senior notes were redeemed on July 17, 2017 at a redemption price of 103.4375% of the principal amount, plus accrued and unpaid interest to the redemption date and the Investments senior subordinated notes were redeemed on July 17, 2017 at a redemption price of 103.375% of the principal amount, plus accrued and unpaid interest to the redemption date.

On July 17, 2017, pursuant to the 2017 Investor Purchase Agreement, Affinion issued approximately $23.7 million aggregate principal amount of the 2017 Notes to the Investors and Affinion Holdings 2017 Warrants to the Investors. Pursuant to the 2017 Investor Purchase Agreement, the Investors paid a purchase price of approximately $23.5 million to Affinion, which amount includes the payment of pre-issuance accrued interest of approximately $0.6 million from May 10, 2017.

The 2017 Notes and 2017 Warrants issued by Affinion and Affinion Holdings, respectively, to the Investors in connection with the redemption of each series of Existing Notes include the funding premium payable under the 2017 Investor Purchase Agreement. The 2017 Notes constitute a further issuance of, and form a single series with, the 2017 Notes that Affinion issued on May 10, 2017.

In accordance with the terms of the Shareholders Agreement, Empyrean Capital Partners, LP’s entry into the 2017 Investor Purchase Agreement was conditioned on the mailing of the Information Statement on Schedule 14C announcing the action by written consent of stockholders in lieu of a meeting, authorizing Empyrean Capital Partners, LP, as a holder of 5% or more of the Affinion Holdings’ Existing Common Stock, to enter into the 2017 Investor Purchase Agreement, and the tolling of the applicable 20 day period, each of which occurred.

Nominating Agreements

In connection with the 2017 Exchange Offers, the Consent Solicitations, the Investment, the 2017 Pre-Emptive Rights Offer, the Credit Agreement Refinancing, the International Notes Redemption and all related transactions, on May 10, 2017, Affinion Holdings entered into the Nominating Agreements with Elliott and Metro SPV, pursuant to which investors party thereto have the right to nominate one director for election to the Board of Directors subject to the investor, together with its affiliates, holding at least 8% of the issued and outstanding Existing Common Stock (including any derivative securities on an as-exercised basis, but excluding any Existing Common Stock underlying management compensation and incentive plans) and a second director subject to the investor, together with its affiliates, holding at least 16% of the issued and outstanding Existing Common Stock (including any derivative securities on an as-exercised basis, but excluding any Existing Common Stock underlying management compensation and incentive plans).

In addition, the Nominating Agreement with Elliott contains a provision that prohibits Affinion Holdings from acting upon the vote of stockholders (other than a vote for the election of directors or a vote to adjourn a meeting of stockholders) without either (i) the written consent of Elliott or (ii) the affirmative approval of the holders of a majority of the outstanding shares of Existing Common Stock, assuming that Elliott has exercised all 2017 Warrants held of record by it prior to the record date of such vote.

In connection with the 2019 Recapitalization, the Nominating Agreements were terminated by the Merger, as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

Amended and Restated Registration Rights Agreement

Affinion Holdings and certain investors, including the Significant Holders, entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), which amended and restated the Original Registration Rights Agreement. The A&R Registration Rights Agreement adds an express deadline for filing a registration statement on Form S-3 once the Company becomes eligible to do so of 90 days (assuming the investors seeking to have their securities included in such registration statement have provided all required investor information at least 10 days prior to the filing date) and to maintain such shelf registration statement for up to six years, as compared to one year in the Original Registration Rights Agreement.

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In addition, following an initial public offering (“IPO”), under the A&R Registration Rights Agreement, investors party thereto are allowed to demand underwritten shelf take-downs as compared to no ability to require underwritten secondary offerings after an IPO in the Original Registration Rights Agreement. Furthermore, two of the investors, Elliott and Franklin, have rights under the A&R Registration Rights Agreement to demand registration and to demand an underwritten offering at a 12% ownership threshold and at a $25.0 million expected proceeds threshold as compared to the 35.0% and $100.0 million thresholds for both demanding registration and an underwritten offering in the Original Registration Rights Agreement. The thresholds of 35.0% and $100.0 million under the Original Registration Rights Agreement continue to be the applicable threshold for all other investors under the A&R Registration Rights Agreement.

With respect to future demand rights Affinion Holdings may grant from time to time, the A&R Registration Rights Agreement amends the terms of the Original Registration Rights Agreement to require that any underwriters cutbacks be applied pro rata among the parties to the A&R Registration Rights Agreement and the holders of such new registration rights, as compared to the Original Registration Rights Agreement which gave priority to a demand holder invoking demand registration rights under a separate registration rights agreement.

In addition, the A&R Registration Rights Agreement changes the terms of the pre-agreed lock-up as may be requested by underwriters in connection with an underwritten offering. Investors party to the A&R Registration Rights Agreement will be required to agree to lock-ups lasting the shorter of 90 days and such shorter time as may be required of Affinion Holdings’ officers and directors, as compared to the obligation under the Original Registration Rights Agreement to agree to be locked up for 90 days regardless of the duration of the lockup for Affinion Holdings’ officers and directors.

In connection with the 2019 Recapitalization, the A&R Registration Rights Agreement was terminated by the Merger, as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

2017 Warrant Agreement; 2017 Warrants

In connection with the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, on May 10, 2017, Affinion Holdings entered into a Warrant Agreement with American Stock Transfer & Trust Company, LLC, as warrant agent (the “2017 Warrant Agreement”), setting forth the terms of the 2017 Warrants to purchase shares of Existing Common Stock. Pursuant to the terms of the 2017 Warrant Agreement, the 2017 Warrants are immediately exercisable upon issuance and will terminate on the earlier to occur of (i) November 10, 2022 and (ii) five business days following the consummation of a sale of Affinion Holdings or other similar fundamental transaction. Each 2017 Warrant is exercisable for one share of Existing Common Stock at a price equal to $0.01.

2017 Warrants will not be exercisable if the recipient of the Existing Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the FCA.

The 2017 Warrants contain customary provisions for the adjustment of the number of shares of Existing Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of Existing Common Stock to the extent that holders of 2017 Warrants are not permitted to participate on an as-exercised basis. The 2017 Warrants were all subject to anti-dilution adjustments (the “Adjustment Feature”) in connection with the issuance of 2017 Warrants pursuant to the 2017 Investor Purchase Agreement in respect of the funding premium thereunder and pursuant to the 2017 Pre-Emptive Rights Offer that expired on July 7, 2017. As a result of the application of these anti-dilution adjustments, the 2017 Warrants offered in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement (excluding the 2017 Warrants to be issued in respect of the funding premium) represented, as of July 17, 2017, approximately 15% of the fully diluted ownership of Affinion Holdings and the 2017 Warrants issued as part of the commitment premium under the 2017 Investor Purchase Agreement represented, as of July 17, 2017, approximately 14.3% of the fully diluted ownership of Affinion Holdings, in each case without giving effect to options and restricted stock units granted under Affinion Holdings’ management compensation and incentive plans.  Neither the 2017 Warrants nor the Existing Common Stock issuable upon the exercise thereof are registered securities, and therefore are subject to restrictions on transfers under securities laws.

All Holders of exercisable 2017 Warrants will be entitled to participate in dividends on an as-exercised basis, subject to any regulatory restrictions. Holders will not be entitled to any other rights of holders of Existing Common Stock until, and to the extent, they have validly exercised their 2017 Warrants. Upon exercise, such holders will be entitled to execute joinders to the Shareholders Agreement, dated as of November 9, 2015, as amended, by and among Affinion Holdings and the stockholders from time to time party thereto and the Amended and Restated Registration Rights Agreement, dated as of March 31, 2017, and effective as of May 10, 2017, by and among Affinion Holdings and the investors from time to time party thereto.

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The Company performed an accounting analysis and determined that the 2017 Warrants represent in substance common stock and that the 2017 Warrants issued pursuant to the 2017 Exchange Offers, 2017 Investor Purchase Agreement, required anti-dilution provisions and commitment premium and funding premium represent a debt discount of $15.1 million. Fees associated with new lenders of $4.1 million have been recorded as debt discount. Fees related to existing lenders who continued to be lenders in connection with the 2017 Exchange Offers have been expensed.

Neither the 2017 Warrants nor the Existing Common Stock issuable upon the exercise thereof were registered under the Securities Act or any state or foreign securities laws, but were instead issued in reliance upon exemptions from the registration requirements of the Securities Act. As a result, neither the 2017 Warrants nor the shares of Existing Common Stock issuable upon the exercise thereof may be offered or sold within the United States, or to, or for the account or benefit of, any United States person absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

In connection with the 2019 Recapitalization, the 2017 Warrants were exercised, as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—2019 Recapitalization” and Note 22—Subsequent Events in the audited consolidated financial statements included elsewhere herein.

Waiver of Pre-Emptive Rights by Pre-Emptive Rights Holders

By participating in the 2017 Exchange Offers or the Investment, and as a condition to such participation, Pre-Emptive Rights Holders were deemed to have acknowledged and agreed that such Pre-Emptive Rights Holder waived its pre-emptive rights as set forth in the Shareholders Agreement with respect to all 2017 Warrants issued in the 2017 Exchange Offers and pursuant to the Investment. Certain holders agreed to waive their pre-emptive rights with respect to the 2017 Warrants issued in connection with the 2017 Exchange Offers and the Investment.

Agreements with Certain Stockholders in Connection with the 2019 Recapitalization

Stockholder Consent

Section 2.2(a) of the Shareholders Agreement requires Affinion Holdings to receive the affirmative vote or written consent of the holders of at least 66-2/3% shares of the outstanding Existing Common Stock before entering into any agreement or transaction with any holder of 5% or more of the outstanding Existing Common Stock. In order to allow (1) holders of 5% or more of the outstanding Existing Common Stock to participate (a) in the 2019 Exchange Offer and the 2019 Rights Offering, (b) as investors under the Investor Purchase Agreement and (c) to receive New Notes in satisfaction of certain fees in respect of loans and certain other amounts due in respect of the Amended Second Lien Credit Facility and related transactions (collectively, the “Related Party Transactions”), (2) Affinion Holdings to amend its Fourth Amended and Restated Certificate of Incorporation to allow for the issuance of Class M Common Stock, (3) Affinion Holdings to amend and restate its Fourth Amended and Restated Bylaws to make them consistent with the proposed charter after giving effect to the Merger and the New Stockholders Agreement and (4) Affinion Holdings to consummate the Merger, Affinion Holdings has received a stockholder consent (the “2019 Stockholder Consent”). In connection with the 2019 Stockholder Consent, Affinion Holdings filed a related Definitive Information Statement on Schedule 14C with the SEC on March 20, 2019, and the 2019 Stockholder Consent was deemed effective 20 calendar days after the Definitive Information Statement on Schedule 14C was first sent to stockholders. The consummation of the 2019 Recapitalization was conditioned upon, among other items, receipt of the 2019 Stockholder Consent and the passage of at least 20 calendar days from the date on which the related Definitive Information Statement on Schedule 14C is first sent to Affinion Holdings’ stockholders, each of which occurred.

Support Agreement

On March 4, 2019, the Consenting Noteholders, which collectively held, as of such date, approximately $647 million (95%) aggregate principal amount of the 2017 Notes entered into an amended and restated support agreement (the “Support Agreement”) with Affinion Holdings, Affinion and certain other subsidiaries. In addition, by executing the Support Agreement, each of the Consenting Noteholders agreed to waive their pre-emptive rights under the Shareholders Agreement with respect to all Class M Common Stock and New Penny Warrants to be issued in the 2019 Exchange Offer and a pre-emptive rights offer to holders of the Existing Common Stock for the Class M Common Stock to be issued in the 2019 Exchange Offer (the “2019 Pre-Emptive Rights Offer”).

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Investor Purchase Agreement

In connection with the 2019 Rights Offering, the Financing Parties entered into the Investor Purchase Agreement with Affinion Holdings and Affinion, whereby the Financing Parties (or affiliates of the Financing Parties) agreed to purchase from Affinion an aggregate principal amount of New Notes that are unpurchased in the 2019 Rights Offering. On the closing of the 2019 Exchange Offer on April 10, 2019, the Company paid the Financing Parties, in accordance with the terms of the Investor Purchase Agreement, a financing premium of (i) $57.0 million in aggregate principal amount of New Notes and (ii) New Common Stock equal to 12.5% of the outstanding New Common Stock, after giving effect to the 2019 Exchange Offer, the Merger, the 2019 Pre-Emptive Rights Offer and the payment of such financing premium (but before giving effect to any dilution from the New MIP and the New Investor Warrants). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, we received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes.

In accordance with the terms of the Shareholders Agreement, the Financing Parties’ entry into the Investor Purchase Agreement was conditioned on the mailing of the Information Statement on Schedule 14C announcing the action by written consent of stockholders in lieu of a meeting, authorizing Financing Parties, as holders of 5% or more of Affinion Holdings’ Existing Common Stock, to enter into the Investor Purchase Agreement, and the passage of the applicable 20 day period, each of which occurred.

New Warrant Agreement; New Penny Warrants

In connection with the 2019 Exchange Offer and the Investor Purchase Agreement, on April 10, 2019, Affinion Holdings entered into a Warrant Agreement with American Stock Transfer & Trust Company, LLC, as warrant agent (the “New Warrant Agreement”), setting forth the terms of the New Penny Warrants to purchase shares of New Common Stock. Pursuant to the terms of the Warrant Agreement, the New Penny Warrants are immediately exercisable upon issuance and will have no stated expiration date. Each New Penny Warrant is exercisable for one share of New Common Stock at a price equal to $0.000001.

The New Penny Warrants contain customary provisions for the adjustment of the number of shares of New Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of New Common Stock to the extent that holders of New Penny Warrants are not permitted to participate on an as-exercised basis.

The New Penny Warrants will be immediately exercisable upon issuance and will have no stated expiration date. All of the New Penny Warrants will be mandatorily exercised no later than two business days after Elliott having received all regulatory approvals of, and submitted all required notices to, any governmental entity whose consent from, or notice to, is required for Elliott’s exercise of its New Penny Warrants. New Penny Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority.

Holders of exercisable New Penny Warrants will be entitled to participate in dividends on an as-exercised basis. Holders of New Penny Warrants will not be entitled to any other rights of holders of New Common Stock until, and to the extent, they have validly exercised their New Penny Warrants. Upon exercise, such holders will be required to execute signature pages to the New Stockholders Agreement.

Neither the New Penny Warrants nor the New Common Stock issuable upon the exercise thereof were registered under the Securities Act or any state or foreign securities laws, but were instead issued in reliance upon exemptions from the registration requirements of the Securities Act. As a result, neither the New Penny Warrants nor the shares of New Common Stock issuable upon the exercise thereof may be offered or sold within the United States, or to, or for the account or benefit of, any United States person absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

Waiver of Pre-Emptive Rights by Pre-Emptive Rights Holders

By participating in the 2019 Exchange Offer, and as a condition to such participation, Pre-Emptive Rights Holders were deemed to have acknowledged and agreed that such Pre-Emptive Rights Holder waived its pre-emptive rights as set forth in the Shareholders Agreement with respect to all Class M Common Stock, New Common Stock and New Penny Warrants issued in the 2019 Exchange Offer, pursuant to the Investor Purchase Agreement and upon the conversion of the New Notes. Certain holders agreed to waive their pre-emptive rights with respect to the New Penny Warrants issued in connection with the 2019 Exchange Offer.

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New Stockholders Agreement

On April 10, 2019 Affinion Holdings and certain investors, including Elliott, Metro SPV and Mudrick, entered into a new stockholders agreement (the “New Stockholders Agreement”) to replace the Shareholders Agreement that was terminated in connection with the Merger. In addition, as a condition to the delivery of New Common Stock, each recipient of New Common Stock executed and delivered a joinder to the New Stockholders Agreement, in form and substance reasonably acceptable to Affinion Holdings.

The New Stockholders Agreement contained the following terms:

Negative Covenants

Pursuant to the New Stockholders Agreement, the Company may not, and may not cause any of its material subsidiaries to, voluntarily liquidate, dissolve or file a petition for bankruptcy without the consent of either Metro SPV or Mudrick (in each case subject to such stockholders maintaining a requisite threshold of ownership). Furthermore, the Company may not enter into certain related party transactions involving more than $50,000 with any holder of 5% or more of the New Common Stock (or any affiliate thereof) without the approval of a majority of the Company’s disinterested directors, subject to certain limited exceptions.

Right of First Offer

Stockholders who are party to the New Stockholders Agreement upon completion of the 2019 Recapitalization and who hold at least 7% of the New Common Stock on a fully diluted basis (each, a “Stockholder Group Member”) have a right of first offer to purchase any New Common Stock or derivative securities that any other Stockholder Group Member proposes to transfer on and subject to the terms set forth in the New Stockholders Agreement. The right of first offer will not apply (w) to affiliate transfers, (x) to tag along sales, (y) to drag-along sales or (z) in connection with an IPO.

Tag-Along Rights

If Elliott or any of its affiliates proposes to transfer for value any shares of New Common Stock or warrants, then each Stockholder Group Member may elect to sell its pro rata portion of New Common Stock or warrants to the transferee at the same price and on substantially the same terms and conditions as agreed to by the transferee and investor initiating such transaction. These tag-along rights do not apply to transfers (w) of less than 20% of the outstanding New Company Stock held by Elliot and its affiliates, (x) to affiliates, (y) as part of an IPO or (z) as part of a drag-along sale.

Drag-Along Rights

Prior to and including the occurrence of an IPO, if Elliott, either acting alone or together with other stockholders who collectively with Elliott own 50% or more of the outstanding New Common Stock (“Dragging Stockholder”), proposes a transfer of all of the outstanding shares of New Common Stock held by such Dragging Stockholder or a sale of all of the assets of the Company and its subsidiaries on a consolidated basis, then the Dragging Stockholder may require each other stockholder to sell its New Common Stock or derivative securities for its pro rata share (based on its equity security ownership) of its applicable per share drag price as specified in the New Stockholders Agreement.  

Preemptive Rights

Prior to an IPO, the New Stockholders Agreement will provide that upon a proposed issuance of equity securities of Affinion Holdings by Affinion Holdings or its subsidiaries, Affinion Holdings shall offer to each holder of 7% or more of the outstanding New Common Stock the right to purchase its pro rata share, based on ownership of New Common Stock, of such securities on the terms and conditions of the proposed issuance. The preemptive rights are subject to customary limited carve-outs.

Amendments

The New Stockholders Agreement requires that the Company’s charter documents cannot be amended in any manner that is disproportionately and materially adverse to the rights or obligations of any stockholder relative to the rights of another stockholder, without the prior written consent of such stockholder. Additionally, the New Stockholders Agreement requires that any amendments to the New Stockholders Agreement must be approved by the holders of a majority of the New Common Stock, provided that any amendments that materially and disproportionately adversely affect the rights or obligations of a stockholder relative to the rights of another stockholder must be approved by such adversely affected stockholder (other than in respect of amendments that correct clerical errors or that reflect the grant of rights associated with new equity interests otherwise issued in compliance with the New Stockholders Agreement and the charter documents that do not discriminate among the then-existing stockholders). Finally, the New

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Stockholders Agreement will provide that any amendment or other modification to the section of the New Stockholders Agreement entitled “Information Rights of Stockholders; Records Required by the DGCL; Right of Inspection,” the article of the New Stockholders Agreement entitled “Transfers”,  or the board rights of any specified stockholder contained in the section of the New Stockholders Agreement entitled “Management and Control of Business” (other than to increase the size of the board and to grant rights in respect of newly created board positions in certain circumstances) shall require the written consent of each stockholder holding more than five percent (5%) of the New Common Stock on a fully diluted basis (subject to certain limited exceptions in which the approval of a majority of the outstanding New Common Stock is required).

Financial Reports; Information Rights

The New Stockholders Agreement obligates Affinion to deliver annual audited and quarterly unaudited financial statements to each stockholder (other than a Competitor, as that term is defined in the New Stockholders Agreement), as well as give access (no more than once per fiscal quarter) to senior officers of the Company to discuss the status of the Company to each Stockholder Group Member.  

Representations and Warranties

Stockholders party to the New Stockholders Agreement, including as a result of executing a signature page thereto, will be required to make customary representations and warranties to Affinion Holdings regarding (i) organization, (ii) authority and (iii) absence of violations of applicable law or agreements to which such stockholders are subject.

Term; Termination

The New Stockholders Agreement shall terminate upon the earliest of: (i) termination by the written agreement of the parties, (ii) termination by the unanimous written consent of all stockholders, (iii) the dissolution, liquidation or winding up of Affinion Holdings, (iv) the occurrence of an IPO or (v) the consummation of an approved sale pursuant to the drag-along regime in which all Stockholder Group Members participate as either dragging stockholders or drag-along sellers.

Director Elections

Subject to receiving regulatory approval and the satisfaction of certain ownership thresholds, the New Stockholders Agreement contains the right of Elliott to nominate three directors, the right of Metro SPV to nominate one director, the right of Mudrick to nominate one director, a sixth director to be appointed by mutual agreement of Elliott, Metro SPV and Mudrick, and that the Chief Executive Officer shall serve as the seventh director.

New Registration Rights Agreement

On April 10, 2019, the Company and certain investors holding at least 7% of the New Common Stock on a fully diluted basis, including the Consenting Stakeholders, entered into the New Registration Rights Agreement, pursuant to which Affinion Holdings has granted the holders the right, under certain circumstances and subject to certain restrictions, to require Affinion Holdings to register under the Securities Act the shares of New Common Stock that are held or acquired by them, replacing the A&R Registration Rights Agreement that was terminated in connection with the Merger. The New Registration Rights Agreement is substantively similar to the A&R Registration Rights Agreement, except that there shall be no registration rights prior to an IPO.

Indemnity Agreements with Non-Executive Directors

Effective July 30, 2017, Affinion Holdings’ entered into indemnity agreements, in the form previously approved by the Board of Directors, with each of its non-employee directors. Pursuant to the indemnity agreement, subject to the exceptions and limitations provided therein, Affinion Holdings agreed to indemnify and hold harmless each indemnitee for certain expenses, and provide for the advancement of expenses, in each case, to the fullest extent permitted or authorized by the General Corporation Law of the State of Delaware as in effect on the date of the agreement and as it may be amended to provide broader indemnification rights.

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Review and Approval or Ratification of Transactions with Related Persons

Pursuant to its written charter, our Audit Committee assists the Board of Directors with reviewing and approving all related-party transactions, which includes any related party transactions that we would be required to disclose pursuant to Item 404 of Regulation S-K promulgated by the SEC. For a discussion of the composition and responsibilities of our audit committee see “Item 10. Directors, Executive Officers and Corporate Governance—Audit Committee.” In determining whether to approve a related party transaction, the Audit Committee will consider a number of factors including whether the related party transaction is on terms and conditions no less favorable to us than may reasonably be expected in arm’s-length transactions with unrelated parties.

Director Independence

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that a majority of the Board of Directors be independent. However, the Board of Directors has determined that each of Messrs. Palter, Iaccarino, Frier, and Vondrasek is an independent director, as defined under the New York Stock Exchange rules.

For a discussion of the independence of members of our audit committee and human resources committee, see “Item 10. Directors, Executive Officers and Corporate Governance—Audit Committee” and “Item 10. Directors, Executive Officers and Corporate Governance—Human Resources Committee.”

Item 14. Principal Accounting Fees and Services

The following table presents fees for audit and other services provided to the Company by PricewaterhouseCoopers LLP (“PwC”) for the years ended December 31, 2018 and 2017.

	For the Year Ended December 31,
	2018		2017
Audit Fees	$	2,657,000	$	2,265,000
Audit-Related Fees (1)		313,000		2,164,000
Tax Fees		56,000		56,000
All Other Fees		—		—
Total Fees	$	3,026,000	$	4,485,000

(1) Audit-related services represent SSAE 16 (service auditors) reports, domestic and international regulatory filings and special projects.

All of PwC’s fees for 2018 and 2017 were pre-approved by our Audit Committee. The Audit Committee reviewed the 2018 and 2017 audit and non-audit services and concluded that such services were compatible with maintaining the auditors’ independence. The Audit Committee’s policy is to pre-approve all services provided by the Company’s independent accountants. The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by PwC to the Company. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that PwC’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. Under the policy, all services to be provided by PwC must be pre-approved by the Audit Committee.

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Part IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) Financial Statements

The following financial statements of Affinion Group Holdings, Inc., together with the Report of Independent Registered Public Accounting Firm, are included in Part II, Item 8, Financial Statements and Supplementary Data:

• Report of Independent Registered Public Accounting Firm

• Consolidated Balance Sheets as of December 31, 2018 and 2017

• Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016

• Consolidated Statements of Changes in Deficit for the years ended December 31, 2018, 2017 and 2016

• Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016

• Notes to Consolidated Financial Statements

(2)Financial Statement Schedules

Not applicable.

(3)Exhibits

Exhibit No.	Description
2.1	Membership Interest Purchase Agreement, dated July 3, 2018, by and among AIS Holdco, LLC, Affinion Group, LLC, Affinion Group, Inc. and Affinion Benefits Group, LLC (incorporated by reference to Exhibit 2.1 to Affinion Group Holdings Inc.’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018, File No. 000-55577).
3.1	Fourth Amended and Restated Certificate of Incorporation of Affinion Group Holdings, Inc., filed in the State of Delaware on November 9, 2015 (incorporated by reference to Exhibit 3.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).
3.2	Fourth Amended and Restated By-laws of Affinion Group Holdings, Inc., adopted on November 9, 2015 (incorporated by reference to Exhibit 3.2 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-173105).
4.1	Form of Shareholders Agreement, dated as of November 9, 2015, among Affinion Group Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit No. 4.20 to Affinion Group Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 31, 2017, File No. 000-55577).
4.2	Amendment No. 1, dated as of October 4, 2016, to the Shareholders Agreement, dated as of November 9, 2015, by and among Affinion Group Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit No. 10.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 4, 2016, File No. 000-55577).
4.3	Amendment No. 2, dated as of March 31, 2017, to the Shareholders Agreement, dated as of November 9, 2015, among Affinion Group Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit No. 10.1 to Affinion Group Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2017, File No. 000-55577).
4.4	Amendment No. 3, dated as of November 14, 2018 to the Shareholders Agreement, dated as of November 9, 2015, among Affinion Group Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit No. 10.1 to Affinion Group Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2018, File No. 000-55577).
4.5	Amended and Restated Registration Rights Agreement, dated March 31, 2017, among Affinion Group Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit No. 10.2 to Affinion Group Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2017, File No. 000-55577).

115

Exhibit No.	Description
4.6	Limited Warrant, dated as of November 9, 2015, issued by Affinion Group Holdings, Inc. (incorporated by reference to Exhibit 10.7 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2015, File No. 333-1731050).
4.7	Indenture, dated as of May 10, 2017, among Affinion Group, Inc., the Guarantors party thereto, and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017, File No. 000-55577).
10.1	Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit No. 10.2 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2010, File No. 333-133895).
10.2	Affinion Group Holdings, Inc. 2005 Stock Incentive Plan, dated as of October 17, 2005 (incorporated by reference to Exhibit No. 10.6 to Affinion Group, Inc.’s Registration Statement on Form S-4 filed with the SEC on May 8, 2006, File No. 333-133895).
10.3	First Amendment to the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan, dated December 4, 2006 (incorporated by reference to Exhibit 10.8 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 333-133895).
10.4	Second Amendment to the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan, dated January 30, 2007 (incorporated by reference to Exhibit 10.1 to Affinion Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, File No. 333-133895).
10.5	Form of Affinion Group Holdings, Inc. 2007 Stock Award Plan (incorporated by reference to Exhibit No. 10.6 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, File No. 333-133895).
10.6	Form of Nonqualified Stock Option Agreement pursuant to Affinion Group Holdings, Inc.’s 2007 Stock Award Plan (incorporated by reference to Exhibit No. 10.7 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, File No. 333-133895).
10.7	Option Agreement, dated as of October 17, 2005, between Affinion Group Holdings, Inc. and Optionee (with Optionee signatories being Siegel, among others) (incorporated by reference to Exhibit No. 10.9 to Affinion Group, Inc.’s Registration Statement on Form S-4 filed with the SEC on May 8, 2006, File No. 333-133895).
10.8	Subscription Agreement, dated as of October 17, 2005, between Affinion Group Holdings, Inc. and Investor (with Investor signatories being Siegel, among others) (incorporated by reference to Exhibit No. 10.15 to Affinion Group, Inc.’s Registration Statement on Form S-4 filed with the SEC on May 8, 2006, File No. 333-133895).
10.9	Supplemental Bonus Letter by and between Officer and Cendant Marketing Services Division dated September 28, 2005 (assumed by Affinion Group, Inc.) (with Officer signatories being Siegel, among others) (incorporated by reference to Exhibit No. 10.18 to Affinion Group, Inc.’s Registration Statement on Form S-4 filed with the SEC on May 8, 2006, File No. 333-133895).
10.10	Employment Agreement, dated as of November 9, 2007, by and among Affinion Group Holdings, Inc., Affinion Group, Inc. and Todd H. Siegel (incorporated by reference to Exhibit No. 10.5 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2007, File No. 333-133895).
10.11	Amendment to Employment Agreement, dated as of September 20, 2012, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Todd H. Siegel (incorporated by reference to Exhibit No. 10.3 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2012, File No. 333-133895).
10.12	Employment Agreement, dated as of December 16, 2013, by and among Affinion Group Holdings, Inc., Affinion Group, Inc. and Gregory S. Miller (incorporated by reference to Exhibit No. 10.32 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, File No. 333-133895).
10.13	Amended and Restated Deferred Compensation Plan, dated as of November 20, 2008, of Affinion Group, Inc. (incorporated by reference to Exhibit 10.28 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 333-133895).
10.14	Amendment to Affinion Group Holdings, Inc.’s 2007 Stock Award Plan, dated April 1, 2014 (incorporated by reference to Exhibit 10.2 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, File No. 333-133895).

116

Exhibit No.	Description
10.15	Form of Performance Incentive Award Agreement pursuant to Affinion Group Holdings, Inc.’s 2007 Stock Award Plan (incorporated by reference to Exhibit 10.3 to Affinion Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, File No. 333-133895).
10.16	Amendment to Employment Agreement, dated as of February 2, 2015, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Todd H. Siegel (incorporated by reference to Exhibit 10.43 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).
10.17	Amendment to Employment Agreement, dated June 26, 2018, by and among Affinion Group Holdings, Inc., Affinion Group, Inc. and Todd H. Siegel (incorporated by reference to Exhibit 10.1 to Affinion Group Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018, File No. 000-55577).
10.18	Amendment to the Affinion Group Holdings, Inc. 2007 Stock Award Plan, dated April 1, 2014 (incorporated by reference to Exhibit 10.44 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).
10.19	Amendment to the Webloyalty Holdings, Inc. 2005 Equity Award Plan, dated April 1, 2014 (incorporated by reference to Exhibit 10.45 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).
10.20	Employment Agreement, dated as of April 13, 2007, between Affinion International S.r.l. and Michele Conforti (incorporated by reference to Exhibit 10.46 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).
10.21	Secondment Agreement, dated as of May 9, 2014, between Affinion International S.r.l. and Michele Conforti (incorporated by reference to Exhibit 10.47 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).
10.22	Form of Affinion Group Holdings, Inc. 2007 Stock Award Plan Retention Award Agreement (incorporated by reference to Exhibit 10.49 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 333-133895).
10.23	Affinion Group Holdings, Inc. 2015 Equity Incentive Plan, dated as of November 9, 2015 (incorporated by reference to Exhibit 4.3 to Affinion Group Holdings, Inc.’s Registration Statement on Form S-8 filed with the SEC on October 27, 2016, File No. 333-214272).
10.24*	First Amendment to Affinion Group Holdings, Inc. 2015 Equity Incentive Plan, dated as of November 14, 2018.
10.25	Amendment to Employment Agreement, dated as of March 9, 2016, between Affinion International S.r.l. and Michele Conforti (incorporated by reference to Exhibit 10.51 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, File No. 333-133895).
10.26	Form of Affinion Group Holdings, Inc. 2016 Long Term Incentive Award Agreement (incorporated by reference to Exhibit 10.52 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, File No. 333-133895).
10.27	Affinion Group Holdings, Inc. 2016 Long Term Incentive Plan Amended and Restated Award Agreement, dated as of June 1, 2017, between Affinion Group Holdings, Inc. and Scott Lazear (incorporated by reference to Exhibit 10.2  to Affinion Group Holdings, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2017, File No. 000-55577).
10.28	Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.53 to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, File No. 333-133895).
10.29	Employment Agreement, dated as of December 27, 2014, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Scott Lazear (incorporated by reference to Exhibit 10.42  to Affinion Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, File No. 333-133895).
10.30	Amended and Restated Employment Agreement, dated as of June 1, 2017, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Scott Lazear (incorporated by reference to Exhibit 10.1  to Affinion Group Holdings, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2017, File No. 000-55577).
10.31*	Employment Agreement, dated as of December 27, 2014, among Affinion Group Holdings, Inc., Affinion Group, Inc. and Brian J. Fisher.

117

Exhibit No.	Description
10.32	Investor Purchase Agreement, dated as of March 31, 2017, by and among Affinion Group Holdings, Inc., Affinion Group, Inc., Affinion Investments, LLC, affiliates of Elliott Management Corporation, Franklin Mutual Quest Fund, affiliates of Empyrean Capital Partners, LP, and Metro SPV LLC (incorporated by reference to Exhibit 10.1 to Affinion Group, Inc.’s Current Report on Form 8-K filed with the SEC on March 31, 2017, File No. 333-133895).
10.33	Credit Agreement, dated as of May 10, 2017, among Affinion Group Holdings, Inc., Affinion Group, Inc., as Borrower, the lenders party thereto, HPS Investment Partners, LLC, as Administrative Agent and Collateral Agent and HPS Investment Partners, LLC, as Lead Arranger, Syndication Agent, Documentation Agent and Bookrunner (incorporated by reference to Exhibit 10.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017, File No. 000-55577).
10.34	First Amendment to Credit Agreement, dated as of November 30, 2017, among Affinion Group, Inc., as Borrower, HPS Investment Partners, LLC, as administrative agent, the Revolving Facility Lenders and for purposes of Section 3 thereof each other Loan Party party thereto (incorporated by reference to Exhibit 10.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2017, File No. 000-55577).
10.35	Second Amendment to Credit Agreement, dated May 4, 2018, by and among Affinion Group, Inc., HPS Investment Partners, LLC, as administrative agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 9, 2018, File No. 000-55577).
10.36	Third Amendment to Credit Agreement, dated July 16, 2018, by and among Affinion Group, Inc., Affinion Group Holdings, Inc., the lenders from time to time party thereto, HPS Investment Partners, LLC, as administrative agent and collateral agent for the lenders and HPS Investment Partners, LLC as lead arranger, syndication agent, documentation agent and bookrunner (incorporated by reference to Exhibit 10.1 to Affinion Group Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 18, 2018, File No. 000-55577).
10.37*	Fourth Amendment to Credit Agreement, dated November 14, 2018, by and among Affinion Group, Inc., Affinion Group Holdings, Inc., the lenders from time to time party thereto, HPS Investment Partners, LLC, as administrative agent and collateral agent for the lenders and HPS Investment Partners, LLC as lead arranger, syndication agent, documentation agent and bookrunner.
10.38	Nominating Agreement, dated as of May 10, 2017, between Affinion Group Holdings, Inc. and affiliates of Elliott Management Corporation (incorporated by reference to Exhibit 10.2 to Affinion Group, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017, File No. 333-133895).
10.39	Nominating Agreement, dated as of May 10, 2017, between Affinion Group Holdings, Inc. and Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (incorporated by reference to Exhibit 10.3 to Affinion Group, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017, File No. 333-133895).
10.40	Warrant Agreement, dated as of May 10, 2017, between Affinion Group Holdings, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.4 to Affinion Group, Inc.’s Current Report on Form 8-K filed with the SEC on May 12, 2017, File No. 333-133895).
10.41	Form of Restricted Stock Unit Award Agreement for Directors (incorporated by reference to Exhibit 10.40 to Affinion Group Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, File No. 000-55577).
10.42	Restricted Stock Unit Agreement, dated as of December 18, 2017, between Affinion Group Holdings, Inc. and Metro SPV LLC (incorporated by reference to Exhibit 10.41 to Affinion Group Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, File No. 000-55577).
21.1*	Subsidiaries of Affinion Group Holdings, Inc.
31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act.
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act.
32.1**	Certification of the Chief Executive Officer pursuant to 18 USC Section 1350.
32.2**	Certification of the Chief Financial Officer pursuant to 18 USC Section 1350.

118

Exhibit No.	Description
101.INS XBRL	Instance Document.
101.SCH XBRL	Taxonomy Extension Schema.
101.CAL XBRL	Taxonomy Extension Calculation Linkbase.
101.DEF XBRL	Taxonomy Extension Definition Linkbase.
101.LAB XBRL	Taxonomy Extension Label Linkbase.
101.PRE XBRL	Taxonomy Extension Presentation Linkbase.

* Filed herewith

** Furnished herewith

119

Item 16. Form 10-K Summary.

Not Applicable.

120

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AFFINION GROUP HOLDINGS, INC.
Date: April 12, 2019	By:	/s/  Todd H. Siegel
		Todd H. Siegel Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Todd H. Siegel	Chief Executive Officer and Director	April 12, 2019
Todd H. Siegel	(Principal Executive Officer)
/s/  Gregory S. Miller	Executive Vice President,	April 12, 2019
Gregory S. Miller	Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Gilbert S. Palter	Director	April 12, 2019
Gilbert S. Palter
/s/ Christophe Browne	Director	April 12, 2019
Christophe Browne
/s/ Austin Camporin	Director	April 12, 2019
Austin Camporin

/s/  Rick P. Frier	Director	April 12, 2019
Rick P. Frier

/s/  Michael Iaccarino	Director	April 12, 2019
Michael Iaccarino

/s/  Mark R. Vondrasek	Director	April 12, 2019
Mark R. Vondrasek

S-1

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Affinion Group Holdings, Inc. (the “Company”):

Report of Independent Registered Public Accounting Firm	F–2
Consolidated Balance Sheets of the Company as of December 31, 2018 and 2017	F–4
Consolidated Statements of Comprehensive Income (Loss) of the Company for the years ended December 31, 2018, 2017 and 2016	F–5
Consolidated Statements of Changes in Deficit of the Company for the years ended December 31, 2018, 2017 and 2016	F–6
Consolidated Statements of Cash Flows of the Company for the years ended December 31, 2018, 2017 and 2016	F–7
Notes to Audited Consolidated Financial Statements of the Company	F–8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Affinion Group Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Affinion Group Holdings, Inc. and its subsidiaries as of December 31, 2018 and December 31, 2017, and the related consolidated statements of comprehensive income (loss), changes in deficit and cash flows for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and December 31, 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.  

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 12, 2019

We have served as the Company’s auditor since 2016

F-3

AFFINION GROUP HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2018 AND DECEMBER 31, 2017

(In millions, except share amounts)

	December 31,			December31,
	2018			2017
Assets
Current assets:
Cash and cash equivalents	$	84.7		$	39.5
Restricted cash		14.4			9.9
Receivables (net of allowances for doubtful accounts of $7.6 and $7.5, respectively)		109.5			153.4
Prepaid commissions		38.6			33.7
Other current assets		91.6			69.6
Current assets held for sale		—			46.0
Total current assets		338.8			352.1
Property and equipment, net		91.9			103.5
Goodwill		173.4			166.4
Other intangibles, net		28.6			34.0
Other non-current assets		49.3			27.6
Non-current assets held for sale		—			83.3
Total assets	$	682.0		$	766.9
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	13.8		$	13.9
Accounts payable and accrued expenses		291.3			292.7
Deferred revenue		29.7			35.2
Income taxes payable		2.3			3.2
Current liabilities held for sale		—			49.1
Total current liabilities		337.1			394.1
Long-term debt		1,559.2			1,887.3
Deferred income taxes		2.9			5.5
Deferred revenue		3.2			4.1
Other long-term liabilities		37.0			25.9
Non-current liabilities held for sale		—			7.6
Total liabilities		1,939.4			2,324.5
Commitments and contingencies
Deficit:
Common Stock, $0.01 par value, 520,000,000 shares authorized, 9,090,404 and     9,157,071 shares issued and outstanding		0.1			0.1
Class C Common Stock, $0.01 par value, 10,000,000 shares authorized, 434,897     shares issued and 433,813 shares outstanding		—			—
Class D Common Stock, $0.01 par value, 10,000,000 shares authorized, 457,784     shares issued and 456,643 shares outstanding		—			—
Additional paid in capital		414.2			412.5
Warrants		31.1			31.1
Accumulated deficit		(1,688.0	)		(1,991.7	)
Accumulated other comprehensive income		(14.9	)		(9.5	)
Treasury stock, at cost, 1,084 Class C and 1,141 Class D shares		(1.1	)		(1.1	)
Total Affinion Group Holdings, Inc. deficit		(1,258.6	)		(1,558.6	)
Non-controlling interest in subsidiary		1.2			1.0
Total deficit		(1,257.4	)		(1,557.6	)
Total liabilities and deficit	$	682.0		$	766.9

See notes to the consolidated financial statements.

F-4

AFFINION GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(In millions, except per share amounts)

	For the Year Ended December 31,
	2018			2017			2016
Net revenues	$	699.8		$	724.1		$	742.0
Expenses:
Cost of revenues, exclusive of depreciation     and amortization shown separately below:
Marketing and commissions		142.8			173.5			200.8
Operating costs		331.3			352.3			318.4
General and administrative		113.7			85.8			109.1
Facility exit costs		4.3			0.9			1.1
Depreciation and amortization		48.2			45.3			55.3
Total expenses		640.3			657.8			684.7
Income from continuing operations		59.5			66.3			57.3
Interest income		0.2			0.3			0.5
Interest expense		(197.4	)		(142.8	)		(74.8	)
Gain (loss) on extinguishment of debt		(32.0	)		3.5			—
Other income (expense), net		(1.8	)		(0.4	)		0.1
Loss from continuing operations before income taxes		(171.5	)		(73.1	)		(16.9	)
Income tax benefit (provision)		27.0			27.2			(3.4	)
Loss from continuing operations, net of tax		(144.5	)		(45.9	)		(20.3	)
Income from discontinued operations, net of tax		447.8			21.5			36.6
Net income (loss)		303.3			(24.4	)		16.3
Less: net income attributable to non-controlling interest		(1.2	)		(0.8	)		(0.6	)
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	302.1		$	(25.2	)	$	15.7
Earnings (loss) per share attributable to holders of Common Stock
Basic earnings (loss) per share
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74
Diluted earnings (loss) per share
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74
Weighted average common shares outstanding
Basic		13,626,497			11,922,131			9,104,191
Diluted		13,626,497			11,922,131			9,104,983
Net income (loss)	$	303.3		$	(24.4	)	$	16.3
Currency translation adjustment, net of tax for all periods		(5.5	)		6.3			(9.4	)
Comprehensive income (loss)		297.8			(18.1	)		6.9
Less: comprehensive income attributable to non-controlling interest		(1.1	)		(0.9	)		(0.7	)
Comprehensive income (loss) attributable to Affinion Group    Holdings, Inc.	$	296.7		$	(19.0	)	$	6.2

See notes to the consolidated financial statements.

F-5

AFFINION GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(In millions, except share amounts)

				Affinion Group Holdings, Inc. Deficit
	Common Shares			Common Stock and Additional Paid-in Capital		Warrants			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Non- Controlling Interest			Total Deficit
Balance, January 1, 2016		9,093,330		$	405.8	$	—		$	(1,982.2	)	$	(6.2	)	$	(1.1	)	$	0.7		$	(1,583.0	)
Net income					—		—			15.7			—			—			0.6			16.3
Currency translation adjustment					—		—			—			(9.5	)		—			0.1			(9.4	)
Dividend to non-controlling interest					—		—			—			—			—			(0.6	)		(0.6	)
Share-based compensation					3.8	—			—			—			—			—				3.8
Balance, December 31, 2016		9,093,330			409.6		—			(1,966.5	)		(15.7	)		(1.1	)		0.8			(1,572.9	)
Net income (loss)					—		—			(25.2	)		—			—			0.8			(24.4	)
Currency translation adjustment					—		—			—			6.2			—			0.1			6.3
Dividend to non-controlling interest					—		—			—			—			—			(0.7	)		(0.7	)
Issuance of warrants					—		31.6			—			—			—			—			31.6
Exercise of warrants		63,741			0.5		(0.5	)		—			—			—			—			—
Share-based compensation					2.5	—			—			—			—			—				2.5
Balance, December 31, 2017		9,157,071			412.6		31.1			(1,991.7	)		(9.5	)		(1.1	)		1.0			(1,557.6	)
Impact of change in accounting    policy				—			—			1.6			—			—			—			1.6
Adjusted balance, January 1, 2018					412.6		31.1			(1,990.1	)		(9.5	)		(1.1	)		1.0			(1,556.0	)
Net income					—		—			302.1			—			—			1.2			303.3
Currency translation adjustment					—		—			—			(5.4	)		—			(0.1	)		(5.5	)
Dividend to non-controlling interest					—		—			—			—			—			(0.9	)		(0.9	)
Cancellation of common shares		(66,667	)		—		—			—			—			—			—			—
Share-based compensation					1.7	—			—			—			—			—				1.7
Balance, December 31, 2018		9,090,404		$	414.3	$	31.1		$	(1,688.0	)	$	(14.9	)	$	(1.1	)	$	1.2		$	(1,257.4	)

See notes to the consolidated financial statements.

F-6

AFFINION GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(In millions)

	For the Year Ended December 31,
	2018			2017			2016
Operating Activities
Net income (loss)	$	303.3		$	(24.4	)	$	16.3
Adjustments to reconcile net income (loss) to net cash provided by operating    activities:
Depreciation and amortization		48.9			46.8			56.7
Payment-in-kind interest		88.7			41.7			—
Amortization of debt discount, financing costs and carrying value    adjustment		16.0			(0.1	)		(31.4	)
Provision for accounts receivable loss		0.9			4.8			0.2
Loss (gain) on extinguishment of debt		32.0			(3.5	)		—
Gain on sale of business		(473.1	)		—			—
Facility exit costs		4.3			1.4			0.8
Share-based compensation		1.7			2.5			3.7
Deferred income taxes		(3.0	)		(22.0	)		2.4
Net change in assets and liabilities:
Receivables		29.6			(20.9	)		(25.6	)
Prepaid commissions		(5.6	)		(5.8	)		3.7
Other current assets		(15.4	)		0.8			13.5
Other non-current assets		(23.2	)		3.9			(0.6	)
Accounts payable and accrued expenses		12.3			(10.8	)		(4.4	)
Deferred revenue		2.8			(5.4	)		(14.4	)
Income taxes receivable and payable		(1.1	)		(0.2	)		(0.3	)
Other long-term liabilities		(1.0	)		0.2			3.0
Other, net		2.9			(3.4	)		2.1
Net cash provided by operating activities		21.0			5.6			25.7
Investing Activities
Capital expenditures		(32.1	)		(38.1	)		(34.3	)
Acquisition-related payments, net of cash acquired		(5.7	)		(0.4	)		—
Proceeds from sale of business, net of cash transferred		517.3			—			—
Net cash provided by (used in) investing activities		479.5			(38.5	)		(34.3	)
Financing Activities
Proceeds from borrowings		—			1,539.6			—
Borrowings under revolving credit facility, net		45.0			55.0			—
Principal payments on borrowings		(507.1	)		(1,534.7	)		(7.8	)
Financing costs		(0.3	)		(29.3	)		—
Dividend paid to non-controlling interest		(0.9	)		(0.7	)		(0.5	)
Proceeds from sale of warrants		—			0.5			—
Net cash provided by (used in) financing activities		(463.3	)		30.4			(8.3	)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash		(2.7	)		3.3			(3.9	)
Net increase (decrease) in cash, cash equivalents and restricted cash		34.5			0.8			(20.8	)
Cash, cash equivalents and restricted cash, beginning of period		64.6			63.8			84.6
Cash, cash equivalents and restricted cash, end of period		99.1			64.6			63.8
Less: cash, cash equivalents and restricted cash of discontinued operations,    end of period		—			(15.2	)		(16.7	)
Cash, cash equivalents and restricted cash of continuing operations,    end of period	$	99.1		$	49.4		$	47.1
Supplemental Disclosure of Cash Flow Information:
Interest payments	$	128.8		$	120.1		$	133.8
Income tax payments, net of refunds	$	5.2		$	4.5		$	4.3

See notes to the consolidated financial statements.

F-7

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

1. BASIS OF PRESENTATION, BUSINESS DESCRIPTION AND LIQUIDITY

Basis of Presentation — On October 17, 2005, Cendant Corporation (“Cendant”) completed the sale of the Cendant Marketing Services Division to Affinion Group, Inc. (“Affinion”), a wholly-owned subsidiary of Affinion Group Holdings, Inc. (the “Company” or “Affinion Holdings”) and an affiliate of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), pursuant to a purchase agreement dated July 26, 2005 for approximately $1.8 billion (the “Apollo Transactions”).

All references to Cendant refer to Cendant Corporation, which changed its name to Avis Budget Group, Inc. in August 2006, and its consolidated subsidiaries, specifically in the context of its business and operations prior to, and in connection with, the Company’s separation from Cendant.

Business Description — The Company develops programs and solutions that motivate and inspire loyalty. Through our proprietary technology platforms and end-to-end customer service capabilities, we design, administer and fulfill loyalty and customer engagement programs and solutions that strengthen and expand the value of relationships for many of the world’s largest and most respected companies. Our programs and solutions include:

• Loyalty solutions that help reward, motivate and retain consumers. We create and manage any and all aspects of our clients’ points-based loyalty programs, including design, platform, analytics, points management and fulfillment. Our loyalty solutions offer relevant, best-in-class rewards (such as travel, gift cards and merchandise) to consumers enabling clients to motivate, retain and thank their best customers. For example, our platform and technology support points-based programs for financial services, automotive, gaming, travel and hospitality companies.

• Customer engagement programs and solutions that address key consumer needs such as greater peace of mind and meaningful savings for everyday purchases. We provide these solutions to leading companies in the financial institution, telecommunications, e-commerce, retail and travel sectors globally. These differentiated programs help our clients enrich their offerings to drive deeper connections with their customers, and to encourage their customers to engage more, stay loyal and generate more revenue for our clients. For example, we develop and manage programs such as identity theft protection, credit monitoring, savings on everyday purchases, concierge services, discount travel services and roadside assistance.

In 2016, we implemented a globalized organizational structure (the “Global Reorganization”) to better support our key strategic initiatives and enhance long-term revenue growth. This organizational structure allows us to combine similar lines of business on common platforms and shared infrastructures on a global basis to drive best practices and efficiencies with meaningful cost savings. In addition, we no longer materially invest in lines of business that we believe are not essential to our long-term growth prospects. We remain committed to our business strategy of pursuing initiatives that maintain and enhance our position as a global leader in loyalty and customer engagement solutions. The implementation of the Global Reorganization marked a major step in our strategic plan and ongoing transformation into a pure-play loyalty solutions company. See Note 19—Segment Informationfor additional information concerning our segment results and Note 6—Intangible Assets and Goodwill for additional information concerning the allocation of goodwill among our operating segments.

F-8

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

We have the following three operating segments:

• Global Loyalty.  This segment consists of all of our loyalty assets globally in which we are a provider of end-to-end loyalty solutions that help clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels.

• Global Customer Engagement.  This segment consists of our customer engagement business, in which we are a leading global solutions provider that delivers a flexible mix of benefits and services for our clients that meet customers’ needs, including products that are designed to help consumers save money and gain peace of mind.

• Legacy Membership and Package.  This segment consists of certain global membership and package programs that are no longer being actively marketed but continue to be serviced and supported and also includes the domestic Package business. This segment includes membership programs that were marketed with many of the Company’s large domestic financial institution partners. Although the Company will continue to service these members, it expects that cash flows and revenues will decrease over time due to the anticipated attrition of the member base in this operating segment.

Liquidity — In accordance with Accounting Standards Codification Topic 205-40, Going Concern, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements are issued. In connection therewith, management evaluated relevant conditions and events known at the date these consolidated financial statements were issued, including the consummation of the 2019 Recapitalization (as defined below) which resulted in, among other effects (i) an approximately $39.3 million reduction in estimated cash interest costs for 2019, (ii) $27.3 million of additional liquidity upon closing, (iii) the elimination of principal amortization payments due on 2019 Term Loans (as defined in the Amended Credit Agreement) through December 31, 2021 and (iv) certain amendments to financial covenant requirements, as well as the impact of the loss of one of the Company’s top five Global Loyalty clients during 2018 and our overall liquidity needs. After consideration of these relevant conditions and events, among others, Management concluded that the 2019 Recapitalization alleviated the substantial doubt regarding the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements were issued that had existed prior to the consummation of the 2019 Recapitalization.

On April 10, 2019, (i) Affinion Holdings and Affinion completed a private offer to exchange (the “2019 Exchange Offer”) its outstanding Senior Cash 12.5% / PIK Step-Up to 15.5% notes due 2022 (the “2017 Notes”) for shares of Affinion Holdings’ Class M common stock, par value $0.01 per share (“Class M Common Stock”), which shares of Class M Common Stock were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger into shares of common stock (“New Common Stock”), par value $0.000001 per share, of Affinion Holdings as the surviving entity, (ii) Affinion entered into the Amended Credit Agreement (as defined below) and (iii) Affinion Holdings and Affinion completed a rights offering (the “2019 Rights Offering”) giving tendering holders of the 2017 Notes and certain holders of Existing Common Stock the right to purchase an aggregate principal amount of $300.0 million of Affinion’s new Senior PIK Notes due 2024 (the “New Notes”) for an aggregate cash purchase price of $300.0 million (collectively, the “2019 Recapitalization”). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes, of which, together with $5.0 million previously held in escrow from the net proceeds of the ABG Sale, $153.0 million was used to pay accrued interest on our Term Loans (as defined within the Existing Credit Agreement) and to repay a portion of our Term Loans, $108.4 million was used to repay amounts outstanding under our Revolving Facility Loans (as defined within the Existing Credit Agreement) under the Existing Credit Agreement, including accrued interest, and $16.3 million was used to pay costs associated with the 2019 Recapitalization.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement  (so amended, the “Amended Credit Agreement”) to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

See Note 22—Subsequent Events for additional information on the 2019 Recapitalization, including entry into the Amended Credit Agreement and the issuance of the New Notes.

F-9

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights and commercial business relationships. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s consolidated results of operations. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated.

On July 3, 2018, the Company, Affinion Group, LLC, a Delaware limited liability company (the “Seller”) and indirect wholly-owned subsidiary of the Company, and Affinion Benefits Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (“ABG”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AIS Holdco, LLC (the “Purchaser”), an entity controlled by investment funds managed by affiliates of Mill Point Capital Partners, L.P., pursuant to which the Purchaser would acquire the insurance division of the Company by acquiring the outstanding membership interests of ABG as set forth in the Purchase Agreement (the “ABG Sale”).  The ABG Sale represented a strategic shift that will have a major effect on the Company’s operations and financial results, and therefore, is presented as discontinued operations.

Share-Based Compensation

For all share-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as equity awards, the Company recognizes compensation expense based on estimated fair values on the date of grant. For all share-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as liability awards, the Company recognizes compensation expense, based on estimated fair value at each reporting date. The Company recognizes forfeitures as they occur. Compensation expense is recognized ratably over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The requisite service period is generally the vesting period. Stock compensation expense is included in general and administrative expense in the accompanying consolidated statements of comprehensive income (loss).

Revenue Recognition

The Company generates revenues from our clients through our Global Loyalty segment by designing (management, analytics and customer experience) and administering points-based loyalty programs on a platform licensing, fee-for-service basis. The Company typically charges a per-subscriber and/or a per-activity administrative fee to clients for our services. In addition, commissions may be earned from our suppliers and/or a transaction fee from our clients based on volume for enabling or executing transactions such as fees generated from loyalty points related purchases and redemption. In most circumstances, revenue is recognized net of the cost of fulfillment.

The Company generates revenues through our Global Customer Engagement segment in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is a fee-for-service or transactional based model. In the revenue enhancement model, we provide incremental services for our clients to monetize their customer base. We also partner with clients to customize benefits that resonate with their brand and their customers’ needs. In the engagement solutions model, we help clients differentiate their products and build strong customer relations. We also bundle appropriate rewards and benefits along the lifecycle of clients’ customers to create intimate, reciprocal connections that drive purchase decisions, interaction and participation over time.

The Company generates revenues through our Legacy Membership and Package segment for desired customer engagement programs and solutions typically through a licensing and/or per user fee. In other arrangements, we generate revenues though the sale of our value-added subscription-based programs and solutions to the customers of our clients whom we bill on a monthly, quarterly or annual basis.

F-10

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Impact of New Standard — The adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) affected the Company’s Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments. Within the Global Loyalty segment, the Company has contracts with certain clients that have annual revenue-sharing and tiered pricing components (variable consideration arrangements) based on transaction volumes. Under prior guidance, revenue was recognized as the Company achieved those contractual tiers. Under ASC 606, revenue derived from these revenue-sharing and tiered pricing contracts is recognized based upon an estimate of the Company’s ability to achieve those contractual tiers during each annual measurement period. Based on the Company’s estimates of reaching different contractual tiers, a portion of the estimated annual revenue is deferred to a future period within the annual measurement period as these contract features provide a material right to the Company’s clients. Within the Company’s Global Customer Engagement segment, payments made by our customers for the provision of services were amortized over the length of the contract under prior guidance. Under ASC 606, the Company has reduced its amortization period to include only the non-cancellable period of the contract, though where the cancellation of a contract would be cost prohibitive to the customer, the Company may amortize its revenue beyond the non-cancellable period. Lastly, within the Legacy Membership and Package segment, certain members are entitled to a full membership refund throughout their entire membership term, regardless of when they cancel. Under prior guidance, the Company would defer revenue recognition for these members until their term is complete. Under ASC 606, revenue is recognized over time in a manner that reflects the timing of transfer of goods and services to these customers.

Performance Obligations — Within the Global Loyalty segment, we provide end-to-end loyalty solutions that help our clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels. For our fulfillment and redemption services, our clients typically pay us on a cost-per-transaction basis for which we recognize revenue at a point in time as a transaction occurs. For our administrative services, our clients typically pay a fixed fee for which we recognize revenue over time as the services rendered are consistent throughout the performance period. The different services we provide are a single performance obligation covering a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Hence, we have determined that the nature of our promise is to provide one overall end-to-end loyalty service and, as such, each day of service is substantially the same. Accordingly, revenue is recognized ratably over time.

For our travel and gift card fulfillment services we typically act as an agent, as our performance obligation is to ensure the transfer of goods or services on behalf of our clients. Under these arrangements, we earn revenue in the form of commissions. We are required to estimate variable consideration for any contracts with our clients that have revenue-sharing or tiered pricing components related to transaction volumes. In these cases, we defer recognizing a portion of our revenue to a future period as these contract features provide a material right to our clients in the form of an accumulating benefit. In deriving our estimates, we consider client-specific historical trends, the economic environment, industry trends and other objective evidence to support our conclusions. As a significant change in one or more of these estimates could affect the amount of revenue we recognize in a given period, we review and update our contract-related estimates each reporting period and recognize any adjustments in estimated profit on contracts utilizing the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified.

In addition, certain clients may receive credits, which are also accounted for as variable consideration and as a reduction in the transaction price. We estimate these credit amounts as of each reporting date based on the expected amount to be provided to these clients and the revenue recognized over the subscription period is appropriately constrained to reflect the expectation that the client will utilize the credit.

Our Global Customer Engagement segment and our Legacy Membership and Package segment are each categorized in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is primarily a fee-for-service based model. For revenue enhancement, we typically require payment of a subscription fee at the beginning of the term, recognizing revenue ratably over time as we provide leisure and protection services to our members. For engagement solutions, we work with our clients to develop leisure and protection programs that will resonate with their customers. For these arrangements, we typically recognize revenue at a point in time as a transaction occurs or on a per-member basis. As part of their benefit package, certain members may receive a cash back benefit to reward them for using our services. We consider this cash back benefit a form of consideration payable to the customer and, as such, account for that payment as a reduction of the transaction price and, therefore, revenue. Within engagement solutions, we also provide administrative support services to certain clients for a fixed fee and recognize this revenue over time, as these services are rendered consistently throughout the performance period. In addition, in some cases, we charge implementation fees to our clients for establishing new programs. We amortize these fees over time, based on the non-cancellable portion of the contract using a systematic basis consistent with the pattern of the transfer of the service. However, if cancellation of a contract is deemed to be cost prohibitive to the client, we may extend amortization into the cancellable period of the contract. For engagement solutions revenue, each contract is evaluated to determine whether we act as principal or agent. In cases where we control the good or service before it is provided to the customer or are the primary party responsible for fulfilling the contract and maintain a degree of inventory risk and pricing discretion, we record revenue on a gross basis.    

F-11

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Transaction Price Allocated to Remaining Performance Obligations— Within the Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments, we have contracts with different maturity dates for which we receive variable consideration based on volumes that we transact related to the services we render. These services include travel, gift card and benefit fulfillment and contact center servicing which typically result in revenue recognition upon occurrence of the transaction. Where these contracts provide a material right to our clients in the form of an accumulating benefit, we defer recognizing a portion of this revenue to a future period. Where future variable consideration results from a wholly unsatisfied service that forms part of a single performance obligation, we have elected, as a practical expedient, to not disclose the value of the remaining performance obligations associated with these contracts, as they have a duration of one year or less.

Costs to Obtain and Fulfill a Contract — Within each of our reportable segments, we may incur costs in obtaining a contract, which typically consist of sales commissions. To the extent these costs are deemed material and meet the criteria for capitalization, we capitalize them. Within the Global Loyalty segment, we pay commissions to internal salespeople which we generally expense as incurred because these expenses do not have a material impact on our financial statements. Within the Global Customer Engagement and Legacy Membership and Package segments, we occasionally pay advance commissions to our partners, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. These commission costs are capitalized as prepaid commissions and recognized as expense as earned down by the partner. These assets are continually monitored for impairment.

Within the Global Loyalty segment, we incur costs to fulfill a contract. Such costs are typically incurred during the implementation phase of a new contract with a client. To the extent these costs are deemed material and meet the criteria for capitalization, we capitalize and amortize the costs over the term of the contract on a systematic basis consistent with the pattern of the transfer of goods or services to the customer. These assets are continually monitored for impairment. Within the Global Customer Engagement and Legacy Membership and Package segments, we do not incur costs to fulfill contracts.

Marketing Expense

Global Customer Engagement — Marketing expense to acquire new members is recognized when incurred, which is generally prior to both the commencement of the trial period and recognition of revenue for membership programs.

Commissions Expense

Global Customer Engagementand Legacy Membership and Package — Membership commissions represent payments to partners, which are generally based on a percentage of revenue from the marketing of programs to such partners’ customers. Commissions are generally paid for each initial and renewal membership following the collection of membership fees from the customer. These commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and are recognized as expense over the applicable membership period in the same manner as the related retail membership revenue is recognized. In certain marketing arrangements, the Company pays an advance commission to the partner, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. These commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and recognized as expense as earned down by the partner. In other arrangements, the Company pays an upfront payment, called a bounty, to the partner and the partner is not entitled to any additional compensation based on initial and renewal membership. Bounties are recognized as expense when incurred.

Operating Costs

Operating costs represent the costs associated with servicing our members and end-customers. These costs include product fulfillment costs, communication costs with members and end-customers, information technology and payroll, telecommunications and facility costs attributable to operations responsible for servicing our members and end-customers.

F-12

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Income Taxes

Income taxes are presented in the consolidated financial statements using the asset and liability approach. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statements and income tax bases of assets and liabilities using currently enacted tax rates. Deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the income tax provision, while increases to the valuation allowance result in additional income tax provision. The realization of deferred tax assets is primarily dependent on estimated future taxable income. As of December 31, 2018 and 2017, the Company has recorded a full valuation allowance for its U.S. federal net deferred tax assets. As of December 31, 2018 and 2017, the Company has also recorded valuation allowances against the deferred tax assets of certain state and foreign tax jurisdictions.

The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.

The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted into law. The TCJA significantly revises the U.S. corporate income tax laws by, among other things, lowering the corporate income tax rate to 21%, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the “transition tax”). The U.S. federal income tax rate reduction was effective as of January 1, 2018. The Company has elected to account for GILTI (global intangible low-taxed income), as a period cost if and when incurred. The Company recorded provisional amounts related to the TCJA for the remeasurement of deferred taxes and the transition tax for the year ended December 31, 2017. During 2018, and prior to December 22, 2018, the Company finalized and completed its accounting associated with the TCJA with no subsequent adjustments to provisional amounts previously recorded.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted cash amounts relate primarily to collateral on certain bonds and letters of credit issued on the Company’s behalf and amounts held in escrow. The Company’s restricted cash amounts presented in current assets held for sale on the consolidated balance sheet as of December 31, 2017 relate primarily to insurance premiums collected from members that are held pending remittance to third-party insurance carriers. These amounts are not available for general operations under state insurance laws or under the terms of the agreements with the carriers that underwrite and issue insurance policies to the members.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements and computer equipment acquired under capital leases is determined using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. Useful lives are from 5 to 15 years for leasehold improvements, from 3 to 5 years for capitalized software, from 3 to 5 years for computer equipment and from 5 to 7 years for furniture, fixtures and equipment.

F-13

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Internally-Developed Software

The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use.

Goodwill and Identifiable Intangible Assets

Goodwill represents the excess of the cost of an acquired entity over the net of the fair value of assets acquired and liabilities assumed. Goodwill has been assigned to the Company’s reporting units and is tested for impairment at least annually. The Company evaluates the recoverability of the carrying value of each reporting unit’s goodwill as of December 1, or whenever events or circumstances indicate that an impairment may have occurred. Goodwill is tested for impairment by comparing the carrying value of each reporting unit to its fair value. The Company determines the fair value of its reporting units utilizing a combination of the income and market approaches and incorporating assumptions that it believes marketplace participants would utilize. If the carrying amount of the reporting unit is greater than its fair value, a comparison of the reporting unit’s implied goodwill is compared to the carrying amount of the goodwill to determine the amount of the impairment, if any. Any impairment is recognized in earnings in the period in which the impairment is determined.

During the fourth quarter of 2018, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 10.0% to 11.0%. In 2018, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount. If the timing or extent of key assumptions and estimates differs significantly from management’s expectations, the Company will reassess its conclusion.

During the fourth quarter of 2017, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 9.5% to 11.0%. In 2017, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount.

Indefinite-lived intangible assets, if any, are tested for impairment annually, or sooner if events occur or circumstances change. An indefinite-lived intangible asset is tested for impairment by comparing its fair value to its carrying amount and, if the carrying amount is greater than the fair value, recognizing an impairment loss for the excess.

The Company’s intangible assets as of December 31, 2018 and 2017 consist of assets with finite useful lives initially recorded at their respective fair values. Finite-lived intangible assets are amortized as follows:

Intangible Asset	Amortization Method	Estimated Useful Lives
Member relationships	Declining balance	5 – 8 years
Affinity relationships	Declining balance, straight line	1 – 14 years
Proprietary databases and systems	Straight line	3 – 10 years
Trademarks and tradenames	Straight line	5 – 15 years
Patents and technology	Declining balance, straight line	5 – 12 years
Covenants not-to-compete	Straight line	Contract life

Impairment of Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of its long-lived assets when events and circumstances indicate that the carrying value of an asset may not be recoverable. For long-lived assets held and used by the Company, an impairment loss is recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an asset is determined to be impaired, the loss is measured based on the difference between the fair value of the long-lived asset and its carrying amount.

F-14

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Foreign Currency Translation

Assets and liabilities of foreign operations whose functional currency is the local currency are translated at exchange rates as of the balance sheet dates. Revenues and expenses of such local functional currency foreign operations are translated at average exchange rates during the periods presented. Translation adjustments resulting from the process of translating the functional currency foreign operation financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the consolidated statements of comprehensive income (loss). Foreign local currency gains and losses relating to non-operational transactions are included in other expense, net. Foreign currency gains and losses relating to operations are included in general and administrative expense.

Contingencies

Contingencies by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss, if any. The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for profit-sharing receivables from insurance carriers, accruals and income tax valuation allowances, evaluation of going concern assessment, litigation accruals, the estimated fair value of share-based compensation, estimated fair values of assets and liabilities acquired in business combinations and estimated fair values of financial instruments.

Concentration of Risk

The Company generally derives a substantial portion of its net revenues from customers of 10 of the Company’s clients. For the years ended December 31, 2018, 2017 and 2016, the Company derived approximately 42.5%, 42.3% and 39.2%, respectively, of its net revenues from customers through marketing and servicing agreements with these 10 clients. For the years ended December 31, 2018, 2017 and 2016, the Company derived approximately 14.8%, 14.6% and 11.7%, respectively of its net revenues from its largest client and its customers. Many of these key client relationships are governed by agreements that may be terminated without cause by the clients upon notice of as few as 90 days without penalty. Some of these agreements may be terminated by the Company’s clients upon notice of as few as 30 days without penalty. Moreover, under many of these agreements, the clients may cease or reduce their marketing of the Company’s services without terminating or breaching agreements with the Company. A loss of key clients, a cessation or reduction in their marketing of the Company’s services, or a decline in their businesses could have a material adverse effect on the Company’s future revenue.

Allowance for Doubtful Accounts

A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016 is as follows:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Balance, beginning of period	$	7.5		$	3.0		$	3.0
Provision, net of recoveries		0.7			4.8			0.2
Write-offs		(0.6	)		(0.3	)		(0.2	)
Balance, end of period	$	7.6		$	7.5		$	3.0

F-15

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Supplemental Disclosure of Cash Flow Information

At December 31, 2018, the Company had an accrual for the acquisition of property and equipment of $0.7 million and increased long-term debt by $86.2 million in connection with payment-in-kind interest.

In connection with the debt restructuring that was consummated in May 2017, the Company exchanged notes with an aggregate principal amount of $286.3 million plus accrued interest of $9.0 million, issuing (1) new notes with an aggregate principal amount of $321.1 million, including $25.8 million issued in connection with commitment and funding premiums, and (2) warrants to acquire shares of the Company’s common stock valued at $7.7 million, including $0.6 million issued in connection with commitment and funding premiums. During the year ended December 31, 2017, the Company increased long-term debt by $41.7 million in connection with payment-in-kind interest. During 2017, the Company entered into a capital lease, acquiring property and equipment with a fair value of $1.1 million. At December 31, 2017, the Company had an accrual for the acquisition of property and equipment of $1.3 million.

At December 31, 2016, the Company had an accrual for the acquisition of property and equipment of $1.6 million.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to revenue recognition. The new standard, ASC 606, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The fundamental principles of the guidance are that entities should recognize revenue in a manner that reflects the timing of transfer of goods and services to customers and the amount of revenue recognized reflects the consideration that an entity expects to receive for the goods and services provided. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). We adopted the new guidance effective January 1, 2018 using the modified retrospective method, focusing on contracts not yet completed as of December 31, 2017. We recognized the cumulative effect of applying ASC 606 as of January 1, 2018 as an adjustment to the opening balance of accumulated deficit. The comparative information for the years ended December 31, 2017 and 2016 has not been restated and continues to be reported under the accounting standards in effect for those periods. As required by ASC 606, results for the year ended December 31, 2018 includes dual reporting, presenting operating results under both the previous and current standards. See Note 3—Revenues for additional information relating to the adoption of ASC 606 and its impact on the Company.

In February 2016, the FASB issued new accounting guidance related to leases. The new standard, Accounting Standards Codification Topic 842, Leases (“ASC 842”) requires lessees to recognize right-of-use assets and lease liabilities for operating leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and elected to apply each of the practical expedients described in ASC 842-10-65-1(f) that allow the Company, among other things, to not reassess lease classification conclusions or initial direct cost accounting as of December 31, 2018. We continue to finalize our implementation efforts and currently estimate that the adoption of ASC 842 will result in recognition of an initial operating lease right-of-use asset of approximately $37.7 million to $41.5 million and a corresponding operating lease liability of approximately $52.7 million to $58.0 million. The new standard is not expected to have a material impact on the Company’s consolidated statements of comprehensive income (loss) or cash flows. As of January 1, 2019, we implemented changes to our business processes and controls related to accounting for and the presentation and disclosure of leases.  

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, or ASU 2016-15, which addresses eight specific cash flow issues, including presentation of debt prepayments or debt extinguishment costs, with the objective of reducing the existing diversity in practice. The adoption of ASU 2016-15 by the Company as of January 1, 2018 did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

F-16

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which requires an entity’s reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amounts generally described as restricted cash and restricted cash equivalents. The adoption of ASU 2016-18 by the Company as of January 1, 2018 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The consolidated statement of cash flows for the year ended December 31, 2017 was revised to exclude the $1.4 million and $0.6 million change in restricted cash from net cash provided by operating activities and net cash used in investing activities, respectively, and to include $26.1 million and $24.8 million in cash, cash equivalents and restricted cash, beginning of period and cash, cash equivalents and restricted cash, end of period, respectively. The consolidated statement of cash flows for the year ended December 31, 2016 was revised to exclude the $(0.1) million and $1.8 million change in restricted cash from net cash provided by operating activities and net cash used in investing activities, respectively, and to include $29.2 million and $26.1 million in cash, cash equivalents and restricted cash, beginning of period and cash, cash equivalents and restricted cash, end of period, respectively.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, ASU 2017-04 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an impairment charge, if triggered, is calculated as the difference between a reporting unit’s carrying value and fair value, but is limited to the carrying value of the goodwill. Current guidance, however, requires an impairment charge to be calculated as the excess of the carrying value of goodwill over its implied fair value. The new guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. When adopted, the new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued Accounting Standards Update No. 2018-15, or ASU 2018-15, to help entities evaluate the accounting for costs of implementation activities incurred in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the requirements for deferring implementation costs incurred in a cloud computing arrangement that is a service contract with those incurred to develop or obtain internal-use software. ASU 2018-15 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of ASU 2018-15 on the Company’s consolidated financial position, results of operations and cash flows.

3. REVENUES

Impact of New Standard

The cumulative effect of the changes made to the Company’s unaudited condensed consolidated balance sheet as of January 1, 2018 to reflect the adoption of ASC 606 was as follows:

	Balance at			Adjustments Due to			Balance at
	December 31, 2017			Adoption of ASC 606			January 1, 2018
	(in millions)
Balance Sheet
Liabilities
Deferred revenue	$	39.3		$	(1.6	)	$	37.7
Equity
Accumulated deficit		(1,991.7	)		1.6			(1,990.1	)

The impact of adoption was not material to the Company’s consolidated statement of comprehensive income (loss) for the year ended December 31, 2018 or to the consolidated balance sheet as of December 31, 2018.

F-17

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Disaggregated Revenues  

The following table represents a disaggregation of revenue from contracts with customers for the years ended December 31, 2018 and 2017, along with the reportable segment for each category:

	For the Year Ended December 31,
	2018		2017 (a)		2016 (a)
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	167.0
Global Customer Engagement:
Revenue Enhancements		261.5		255.3		268.3
Engagement Solutions		99.6		104.0		118.0
Subtotal		600.4		584.4		553.3
Legacy Membership and Package		99.4		139.7		189.8
Eliminations		—		—		(1.1	)
Total	$	699.8	$	724.1	$	742.0

(a) Prior period amounts have not been adjusted under the modified retrospective adoption method.

Transaction Price Allocated to Remaining Performance Obligations

As of December 31, 2018, the Company has remaining performance obligations under fixed consideration arrangements of $0.3 million in 2019, $0.3 million in 2020 and $0.1 million in 2021, for a total of $0.7 million, all of which relate to the Global Customer Engagement Segment.      

Costs to Obtain and Fulfill a Contract  

Within the Global Loyalty segment, we pay commissions to internal salespeople which we generally expense as incurred because these expenses do not have a material impact on our financial statements. Within the Global Customer Engagement and Legacy Membership and Package segments, we occasionally pay advance commissions to our partners, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. We had a balance of $55.1 million in prepaid commissions as of December 31, 2018 and recognized $56.8 million of amortization for the year ended December 31, 2018.

Within the Global Loyalty segment, we incur costs to fulfill a contract. Such costs are typically incurred during the implementation phase of a new contract with a client. We had a balance of $1.4 million in deferred costs as of December 31, 2018 and recognized $0.5 million of amortization for the year ended December 31, 2018.

Contract Assets and Liabilities

The following table reflects the balances of our contract liabilities, which we classify as deferred revenue, as of December 31, 2018 and 2017:

	December 31,
	2018		2017 (a)
	(in millions)
Deferred revenue - current	$	29.7	$	35.2
Deferred revenue - non-current		3.2		4.1
Total	$	32.9	$	39.3

(a) Prior period amounts have not been adjusted under the modified retrospective adoption method.

F-18

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The change in the total contract liabilities balances from December 31, 2017 to December 31, 2018 of $6.4 million, or 16.3%, is primarily due to the recognition of revenue arising from the satisfaction of performance obligations, partially offset by additional contract liabilities related to performance obligations that arose during the reporting period.

Discontinued Operations

Within the insurance solutions business and prior to the ABG Sale (as defined below), we acted as a third-party agent, administrator and marketer of certain accident and life insurance solutions. We earned revenue ratably over time in the form of commissions from insurance carriers based on premiums collected. We believe that our clients simultaneously received and consumed the benefits of our service as it occurred and that a time-based input measure of progress was appropriate because we expected, on the basis of our relevant history with similar contracts, to expend efforts on a generally even basis throughout the contract term. We also acted as an agent in arrangements where our performance obligation ensured the transfer of goods or services on behalf of our clients and where we had no pricing discretion.

The adoption of ASC 606 did not affect the operating results of the insurance solutions business for the year ended December 31, 2018. Within the insurance solutions business, there were no performance obligations that had a duration of more than one year or costs to obtain or fulfill a contract.

4. DISCONTINUED OPERATIONS

On August 15, 2018, the Seller completed the ABG Sale pursuant to the Purchase Agreement. The consideration paid by the Purchaser, subject to a working capital adjustment as set forth in the Purchase Agreement, and the net gain recognized in connection with the ABG Sale was as follows:

	(in millions)
Cash received	$	542.5
Net assets sold		(58.9	)
Direct costs to sell		(10.5	)
Gain on sale of business before income taxes	$	473.1

Immediately following the closing of the ABG Sale, the Company repaid $466.7 million principal amount of long-term debt plus an associated repayment premium of $14.0 million under the 2017 Credit Facility. Repayment premiums paid are included in Principal payments on borrowings on the consolidated statement of cash flows for the year ended December 31, 2018. See Note 10—Long-Term Debt for more information on the 2017 Credit Facility and amendments thereto.

The Purchase Agreement contained customary representations, warranties and covenants, including a covenant that Affinion will not compete with the business of ABG for a period of five years. The Purchaser also agreed not to compete with certain businesses of Affinion and Seller for five years. The Purchase Agreement also contained mutual indemnification for breaches of representations and warranties and failure to perform covenants or obligations contained in the Purchase Agreement, subject to certain limitations, as well as indemnities related to taxes. As contemplated by the Purchase Agreement, the Company, Seller and certain of the Seller’s affiliates entered into related transition services agreements, whereby the Company will provide various services to the Purchaser, including but not limited to, certain general and administrative activities and the Purchaser or ABG will provide various services to the Company and its affiliates, including, but not limited to, certain data support and insurance services. The transition services agreements are not expected to have a material effect on the Company’s consolidated statements of comprehensive income (loss).

The parties to the Purchase Agreement also executed certain separate and distinct long-term arrangements related to information technology support, call center operation and packaging services, to be provided for five years. The effect of providing the services in the long-term arrangements from August 15, 2018 through December 31, 2018 totaled $0.8 million of net expenses and is recorded in Other income (expense), net on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2018.    

F-19

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The following table includes the carrying amounts of assets and liabilities that have been reclassified from their historical balance sheet presentation to current and non-current assets and liabilities held for sale as of December 31, 2017.

	December 31,
	2017
	(in millions)
Cash and cash equivalents	$	0.3
Restricted cash		14.9
Receivables		2.2
Profit-sharing receivables from insurance carriers		21.3
Prepaid commissions		7.2
Other current assets		0.1
Current assets held for sale	$	46.0
Property and equipment, net	$	4.9
Contract rights and list fees, net		18.8
Goodwill		58.3
Other non-current assets		1.3
Non-current assets held for sale	$	83.3
Accounts payable and accrued expenses	$	32.8
Deferred revenue		16.3
Current liabilities held for sale	$	49.1
Other long-term liabilities	$	7.6
Non-current liabilities held for sale	$	7.6

The following table includes the major financial statement line items that comprise income from discontinued operations, net of tax for the years ended December 31, 2018, 2017 and 2016.

	For the Year Ended December 31,
	2018 (a)			2017			2016
Operations	(in millions)
Net revenues	$	127.3		$	229.0		$	227.4
Expenses:
Cost of revenues, exclusive of depreciation and    amortization shown separately below:
Marketing and commissions		78.8			134.7			134.9
Operating costs		6.3			9.8			8.8
General and administrative		5.5			8.0			6.9
Facility exit costs		—			0.5			(0.3	)
Depreciation and amortization		0.7			1.5			1.4
Total expenses		91.3			154.5			151.7
Income from operations		36.0			74.5			75.7
Interest expense		(31.2	)		(43.7	)		(35.1	)
Income from discontinued operations before income taxes		4.8			30.8			40.6
Income tax provision		—			(9.3	)		(4.0	)
Income from discontinued operations, net of tax		4.8			21.5			36.6
Disposal
Gain on sale of business before income taxes		473.1			—			—
Income tax provision		(30.1	)		—			—
Gain on sale of business, net of tax		443.0			—			—
Income from discontinued operations, net of tax	$	447.8		$	21.5		$	36.6

(a) Includes operating results through August 15, 2018, the date the Company completed the ABG Sale.

F-20

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The operating results reflected above do not fully represent the disposal group’s historical operating results, as the results reported within income (loss) from discontinued operations only include expenses that are directly attributable to the disposal group. The allocation of interest to the discontinued operations is based on the specific debt instrument that is required to be repaid as a result of the disposal transaction and is calculated based on the $466.7 million of debt repaid immediately following the closing of the ABG Sale.

The following table provides additional detail related to the net cash provided by (used in) operating and investing activities of the discontinued operations for the years ended December 31, 2018, 2017 and 2016:

	For the Year Ended December 31,
	2018 (a)			2017			2016
	(in millions)
Net cash flows provided by operating activities	$	11.7		$	0.3		$	1.3
Cash flows used in investing activities:
Capital expenditures	$	(1.7	)	$	(1.5	)	$	(1.4	)

(a) Includes cash flows through August 15, 2018, the date the Company completed the ABG Sale.

5. ACQUISITION

On February 8, 2018, the Company entered into a definitive agreement to acquire 100% of the equity capital of one of its top technology partners, Tavisca Solutions Private Limited (“Tavisca”), a leading provider of innovative technology to the travel industry. Tavisca is headquartered in Pune, India, with a U.S. office in Plano, Texas. The acquisition closed at a purchase price of $8.5 million, comprised of $6.5 million paid at closing and the balance of $2.0 million, with an acquisition date fair value of $1.7 million, to be paid on the first anniversary of the closing date. In addition, the Company may make certain additional payments of up to $13.0 million, with an acquisition date fair value of $9.6 million, based on a discounted cash flow model using a 14.4% discount rate. The amount of additional payments to be paid is dependent on Tavisca achieving certain agreed cost of operations targets for each of the three annual periods following the acquisition date. The additional payments are included in accounts payable and accrued expenses and other long-term liabilities on the consolidated balance sheet as of December 31, 2018, are measured at fair value on a recurring basis and are considered Level 3 financial instruments.

The acquisition of Tavisca is expected to strengthen and expand the Global Loyalty segment’s loyalty platform capabilities to help our clients improve program efficiency, customer loyalty, and customer lifetime value.

The following table summarizes the estimated acquisition date fair values of the assets acquired and liabilities assumed in the Tavisca transaction. The acquisition date fair value of acquired assets and assumed liabilities was as follows:

	Amount
	(in millions)
Cash and cash equivalents	$	0.8
Receivables		0.6
Other current assets		1.2
Property and equipment		0.1
Goodwill		11.3
Other intangibles		5.2
Other non-current assets		0.6
Deferred income taxes		(1.6	)
Other long-term liabilities		(0.4	)
Total consideration	$	17.8

The intangible assets assumed are comprised of patents and technology ($4.6 million) and affinity relationships ($0.6 million), which are amortized on a straight-line basis over useful lives of two years and one year, respectively. The goodwill, which will not be deductible for India income tax purposes, is attributed to the Global Loyalty segment. In connection with the acquisition of Tavisca, the Company incurred $1.5 million of acquisition costs, of which $1.1 million and $0.4 million were recognized for the years ended

F-21

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

December 31, 2018 and 2017, respectively. Acquisition costs are included in general and administrative expense on the consolidated statements of comprehensive income (loss). As Tavisca’s pre-acquisition results of operations are not material to the consolidated financial statements, no pro forma financial information is provided. As Tavisca’s post-acquisition results of operations are not material to the consolidated financial statements, the post-acquisition revenue and earnings of Tavisca are not provided.

6. INTANGIBLE ASSETS AND GOODWILL

Intangible assets consisted of:

	December 31, 2018							December 31, 2017
	Gross Carrying		Accumulated			Net Carrying		Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(in millions)
Amortizable intangible assets:
Member relationships	$	585.5	$	(584.3	)	$	1.2	$	636.1	$	(634.4	)	$	1.7
Affinity relationships		585.9		(564.6	)		21.3		590.5		(564.1	)		26.4
Proprietary databases and    systems		45.7		(44.9	)		0.8		45.8		(44.6	)		1.2
Trademarks and tradenames		26.5		(23.7	)		2.8		27.9		(23.4	)		4.5
Patents and technology		52.2		(49.7	)		2.5		47.7		(47.6	)		0.1
Covenants not to compete		1.3		(1.3	)		—		2.5		(2.4	)		0.1
	$	1,297.1	$	(1,268.5	)	$	28.6	$	1,350.5	$	(1,316.5	)	$	34.0

During 2018 and 2017, foreign currency translation resulted in a decrease of $8.6 million and an increase of $14.3 million, respectively, in the gross carrying amount of intangible assets and a decrease of $7.9 million and an increase of $14.2 million, respectively, in accumulated amortization.

Amortization expense relating to intangible assets was as follows:

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Amortizable intangible assets:
Member relationships	$	0.4	$	0.6	$	1.4
Affinity relationships		5.5		5.6		8.6
Proprietary databases and systems		0.4		0.4		0.4
Trademarks and tradenames		1.4		1.4		1.3
Patents and technology		2.1		0.1		1.0
Covenants not to compete		0.1		0.1		0.1
	$	9.9	$	8.2	$	12.8

Based on the Company’s amortizable intangible assets as of December 31, 2018, the Company expects the related amortization expense for fiscal year 2019 and the four succeeding fiscal years to be approximately $8.5 million in 2019, $5.7 million in 2020, $3.7 million in 2021, $3.4 million in 2022 and $2.9 million in 2023.

At December 31, 2018 and 2017, and January 1, 2017, the Company had gross goodwill of $602.4 million, $595.4 million and $588.9 million, respectively, and accumulated impairment losses of $429.0 million at each date. The accumulated impairment losses represent the $15.5 million impairment loss recognized in 2006 impairing all of the goodwill assigned to the Global Loyalty segment related to the Apollo Transactions, the $31.5 million impairment loss recognized in 2012 impairing all of the goodwill assigned in connection with the acquisition of Prospectiv Direct, Inc. included in the Legacy Membership and Package segment and the $292.4 million and the $89.6 million impairment losses recognized in 2014 and 2015, respectively, impairing all of the goodwill included in the Legacy Membership and Package segment.

F-22

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The changes in the Company’s carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows:

	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Total
Balance at January 1, 2017	$	104.8		$	55.1		$	—	$	159.9
Currency translation		1.1			5.4			—		6.5
Balance at December 31, 2017	$	105.9		$	60.5		$	—	$	166.4
Acquisition		11.3			—			—		11.3
Currency translation		(0.4	)		(3.9	)		—		(4.3	)
Balance at December 31, 2018	$	116.8		$	56.6		$	—	$	173.4

7. OTHER CURRENT ASSETS

Other current assets consisted of:  

	December 31,
	2018		2017
	(in millions)
Gift card inventory	$	23.7	$	17.2
Prepaid credit card charges		33.6		15.3
Other receivables		11.1		10.6
Prepaid information technology costs		6.2		6.4
Other		17.0		20.1
Total	$	91.6	$	69.6

8. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:  

	December 31,
	2018			2017
	(in millions)
Leasehold improvements	$	20.4		$	21.2
Capitalized software		353.0			320.0
Computer equipment ($3.5 million and $3.2 million in 2018    and 2017, respectively, under capital leases)		74.6			75.3
Furniture, fixtures and equipment		23.4			18.8
Projects in progress		16.9			32.8
		488.3			468.1
Less: Accumulated depreciation		(396.4	)		(364.6	)
Total	$	91.9		$	103.5

Depreciation expense on property and equipment, including assets acquired under capital leases, totaled $38.3 million, $37.1 million and $42.4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

F-23

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of:

	December 31,
	2018		2017
	(in millions)
Accounts payable	$	69.7	$	83.6
Accrued payroll and related costs		46.7		30.7
Gift card deposits		46.6		32.7
Accrued interest		25.8		30.3
Accrued product costs		18.1		18.3
Accrued legal and professional fees and loss contingency accruals		14.5		13.2
Accrued revenue sharing payable		7.0		23.4
Other		62.9		60.5
Total	$	291.3	$	292.7

10. LONG-TERM DEBT

Long-term debt consisted of:

	December31,			December31,
	2018			2017
	(in millions)
Term loan due 2022, net of unamortized discount of $12.0 million and     $29.2 million, with an effective interest rate of 10.01%	$	825.4		$	1,300.8
Revolving credit facility, expiring in 2022, net of unamortized     discount of $1.8 million and $2.4 million		98.2			52.6
Senior cash 12.5%/ PIK step-up to 15.5% notes due 2022, net of     unamortized discount of $18.1 million and $22.9 million, with an effective     interest rate of 16.20%		663.4			572.4
Capital lease obligations		0.9			1.1
Total debt		1,587.9			1,926.9
Less: current portion of long-term debt		(13.8	)		(13.9	)
Less: unamortized deferred financing costs		(14.9	)		(25.7	)
Long-term debt	$	1,559.2		$	1,887.3

2018 Financing Transactions

On November 14, 2018, Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (“Metro SPV”), affiliates of Elliott Management Corporation (“Elliott”), affiliates of Empyrean Capital Partners, LP (“Empyrean”) and Jefferies, LLC (“Jefferies” with Metro SPV, Elliott, Empyrean and Jefferies collectively, the “Second Lien Commitment Parties”) delivered a commitment letter (the “Second Lien Commitment Letter”) to Affinion and Affinion Holdings. Pursuant to the Second Lien Commitment Letter, the Second Lien Commitment Parties have committed to provide revolving loans to Affinion under a revolving credit facility (the “Second Lien Facility”) in the original principal amount of approximately $20.5 million (the “Commitment Financing”), which amount may be increased, on or before June 30, 2019 at the option of Affinion and subject to the consent of the Second Lien Commitment Parties, by an amount of up to approximately $17.0 million (the “Incremental Financing” and, together with the Commitment Financing, the “Second Lien Facility Financing”), subject to the terms and conditions set forth in the Second Lien Commitment Letter. Pursuant to the Second Lien Commitment Letter, on the closing date of the Second Lien Facility  the Second Lien Commitment Parties will be paid an upfront closing fee in an amount equal to 12% of the amount of the Commitment Financing (which at Affinion’s option, may be paid in the form of original issue discount). The Second Lien Commitment Parties will also be entitled to be paid the closing fee upon an Incremental Financing if consummated within a certain time period.

F-24

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Certain of the Second Lien Commitment Parties owned more than 5.0% of the outstanding common stock of Affinion Holdings. Accordingly, as a condition to Affinion and Affinion Holdings entering into the Second Lien Facility and other documents relating to the Second Lien Facility, such transactions with 5.0% or more holders of common stock must be approved by holders of at least 66-2/3% of the outstanding common stock of Affinion Holdings pursuant to the terms of the shareholders agreement between Affinion Holdings and the stockholders party thereto, dated as of November 9, 2015, as amended (the “Shareholders Agreement”). On November 14, 2018, in connection with the Second Lien Commitment Letter, certain stockholders representing greater than 66-2/3% of Affinion Holdings’ common stock had delivered a written consent (the “November 2018 Supermajority Stockholder Consent”) approving the transactions contemplated by the Second Lien Commitment Letter. Pursuant to Regulation 14C under the Exchange Act and Section 228(e) of the Delaware General Corporation Law, on November 26, 2018, Affinion Holdings filed a definitive information statement on Schedule 14C (the “Information Statement”) to provide notice of the entry into the November 2018 Supermajority Stockholder Consent.

Pursuant to the Second Lien Commitment Letter, if funded, the Second Lien Facility will be secured on a second lien basis on the same collateral that secures the 2017 Credit Facility and will be guaranteed by Affinion Holdings and each subsidiary of Affinion that guarantees the 2017 Credit Facility. The Second Lien Facility will mature 91 days after the maturity date of the 2017 Credit Facility, but prior to the maturity of the 2017 Notes. The Second Lien Facility will contain substantially the same representations and warranties, covenants and events of default as those in the 2017 Credit Facility, subject to certain exceptions.

Interest will be payable on the Second Lien Facility at the rate of 12.00% per annum payable in kind. Each of the Second Lien Commitment Parties have agreed to provide the Second Lien Facility contemplated by the Second Lien Credit Facility Commitment; provided that, the Second Lien Commitment Parties have agreed that upon consummation of the 2019 Rights Offering (as defined below), the Second Lien Commitment Parties will be entitled to (i) a repayment in cash equal to the actual amount funded in cash by such Second Lien Commitment Party under the Second Lien Facility, the amount of all interest actually paid in kind, accrued and unpaid interest, and the amount of all customary indemnity and expense reimbursement obligations due under the documentation for the Second Lien Facility, (ii) a repayment of amounts equal to the Closing Fee (as defined in the Second Lien Commitment Letter) in the form of New Notes (as defined below), (iii) a repayment of amounts equal to the Early Termination Fee (as defined in the Second Lien Commitment Letter) in the form of New Notes and (iv) the payment of any other fees, premiums or amounts (if any) owing to the Second Lien Commitment Parties under the Second Lien Facility in the form of New Notes (the repayment provisions specified in clauses (i) – (iv) collectively referred to as the “Satisfaction and Discharge”).

The Company had the right, but not the obligation, to enter into the Second Lien Facility prior to the closing of the 2019 Recapitalization. The Company did not exercise such right and accordingly did not enter into the Second Lien Facility.

Credit Agreement Refinancing and International Notes Redemption

On May 10, 2017, Affinion entered into a new credit facility (the “2017 Credit Facility”) having a five year maturity with a lender, pursuant to which the lender provided term loans in an aggregate principal amount equal to approximately $1.3 billion and committed to provide revolving loans in an aggregate principal amount at any one time outstanding not to exceed $110.0 million, decreasing to $80.0 million on May 10, 2018.

The term loans provide for quarterly amortization payments totaling (i) for the first two years after May 10, 2017, 1% per annum, (ii) for the third year after May 10, 2017, 2.5% per annum, and (iii) for each year thereafter, 5% per annum, in each case, payable quarterly, with the balance due upon the final maturity date, subject in each case, to reduction of such amortization payments for certain prepayments. The 2017 Credit Facility also requires mandatory prepayments of the outstanding term loans based on excess cash flow (as defined in the 2017 Credit Facility), if any, and the proceeds from certain specified transactions.

The interest rates with respect to the term loans and revolving loans under the 2017 Credit Facility are based on, at Affinion’s option, (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case, plus 7.75%, or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5%, and (iii) 2.00% (“ABR”) in each case plus 6.75%.

Affinion’s obligations under the 2017 Credit Facility are, and Affinion’s obligations under any interest rate protection or other hedging arrangements entered into with a lender or any of its affiliates are, guaranteed by Affinion Holdings and by each of Affinion’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions. The 2017 Credit Facility is secured on a first-priority basis to the extent legally permissible by substantially all of the assets of (i) Affinion Holdings, which consists of a pledge of all the Company’s capital stock and (ii) Affinion and the subsidiary guarantors, including but not limited to: (a) a pledge of substantially all capital stock held by Affinion or any subsidiary guarantor and (b) security interests in substantially all

F-25

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

tangible and intangible assets of Affinion and each subsidiary guarantor, subject to certain exceptions. The 2017 Credit Facility also contains financial, affirmative and negative covenants. The negative covenants in the 2017 Credit Facility include, among other things, limitations (all of which are subject to certain exceptions) on Affinion’s (and in certain cases, Affinion Holdings’) ability to: declare dividends and make other distributions, redeem or repurchase Affinion’s capital stock; prepay, redeem or repurchase certain of Affinion’s subordinated indebtedness; make loans or investments (including acquisitions); incur additional indebtedness (subject to certain exceptions); enter into agreements that would restrict the ability of Affinion’s subsidiaries to pay dividends; merge or enter into acquisitions; sell assets; and enter into transactions with affiliates. The 2017 Credit Facility requires Affinion to comply with (a) a maximum ratio of senior secured debt to EBITDA (as defined in the 2017 Credit Facility) and (y) a minimum ratio of EBITDA to consolidated fixed charges. Through December 31, 2018, the maximum ratio of senior secured debt to EBITDA is 6.5:1.0 and the minimum ratio of EBITDA to consolidated fixed charges is 1.1:1.0. As of December 31, 2018, Affinion was in compliance with the restrictive covenants under the 2017 Credit Facility.

On November 30, 2017 Affinion, as borrower, entered into the First Amendment to the 2017 Credit Facility, pursuant to which the parties (i) revised the terms of the 2017 Credit Facility in order for certain of the lenders under the revolving facility established thereunder to act as issuing banks in respect of letters of credit and as swingline lenders, (ii) modified certain provisions relating to the mechanics surrounding letters of credit and swingline loans, and (iii) set aggregate sub-limits for both letter of credit commitments and swingline commitments at $20.0 million.

On May 4, 2018, Affinion, as borrower, entered into the Second Amendment to the 2017 Credit Facility (the “Second Amendment”), pursuant to which Affinion amended the 2017 Credit Facility. The Second Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Revolving Facility Lenders (as defined therein), and for purposes of certain provisions contained therein, each other Loan Party party thereto, including the Company, as guarantor.

Pursuant to the Second Amendment, the parties revised the 2017 Credit Facility in order to modify the date upon which the aggregate Revolving Facility Commitment (as defined in the 2017 Credit Facility) is reduced from $110.0 million to $80.0 million. As a result of the Second Amendment, the date of such reduction was not to occur until August 10, 2018.

On July 16, 2018, Affinion, as borrower, entered into the Third Amendment to the 2017 Credit Facility (the “Third Amendment”), pursuant to which Affinion amended the 2017 Credit Facility. The Third Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Revolving Facility Lenders, and for purposes of certain provisions contained therein, each other Loan Party party thereto, including the Company, as guarantor.

Pursuant to the Third Amendment, the parties revised the 2017 Credit Facility in order to (i) allow the Total Secured Leverage Ratio (as defined in the 2017 Credit Facility), for the purposes of the requirement of a 5.275x Total Secured Leverage Ratio for the ABG Sale, to be calculated net of cash received by Affinion from the ABG Sale, (ii) modify certain provisions relating to mandatory prepayments in order to allow for the application of the proceeds from the ABG Sale towards existing amortization payments such that amortization equals 0.25% per quarter through March 31, 2020, then increases to 0.625% per quarter through March 31, 2021 and finally increases to 1.25% per quarter thereafter, with remainder of the proceeds being applied to the bullet payment at maturity, (iii) modify the provision which contemplates an automatic reduction in the available revolving credit amount from $110.0 million to $80.0 million to delay such automatic reduction until May 10, 2021, (iv) create a permitted reinvestments basket which would allow for up to $50.0 million of the proceeds from the ABG Sale to be retained, subject to certain restrictions, including the requirement that such proceeds be held in a segregated account subject to the sole control of administrative agent, which shall only be released to Affinion (A) with the agent’s consent or (B) if used to prepay Term Loans (as defined in the 2017 Credit Facility) at 103% (with any such proceeds remaining after 9 months to be used to prepay Term Loans at 103%), (v) increase general call protection (for prepayments/acceleration not related to a change of control) to 2% upon the fourth anniversary of the closing of the 2017 Credit Facility, (vi) revise certain addbacks and Pro Forma Basis (as defined in the 2017 Credit Facility) adjustments to reflect the projected change in EBITDA following the ABG Sale, (vii) reduce and/or delete certain negative covenant baskets and (viii) reduce certain material indebtedness and cross-default thresholds.

On November 14, 2018, Affinion, as borrower, entered into the Fourth Amendment to the 2017 Credit Facility (the “Fourth Amendment”). The Fourth Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Required Lenders (as defined in the 2017 Credit Facility), and for purposes of certain provisions contained therein, and each other Loan Party party thereto, including Affinion Holdings, as guarantor.

F-26

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Pursuant to the Fourth Amendment, the parties amended the 2017 Credit Facility, to among other things, (x) permit the immediate release of $45.0 million of the $50.0 million of the proceeds from the ABG Sale, (i) $32.0 million of which is able to be used by Affinion for working capital needs and/or to make an investment in one or more businesses, or capital expenditures or assets and (ii) $13.0 million of which will immediately be used to prepay outstanding term loans under the 2017 Credit Facility, together with the required premium in an amount equal to 3.00% of the aggregate principal amount being so prepaid (the “Fourth Amendment Prepayment”) and (y) to modify certain provisions in the 2017 Credit Facility in order to permit  the Second Lien Facility Financing, which will be secured on a second lien basis on the same collateral that secures the 2017 Credit Facility. In addition, the Fourth Amendment (i) authorizes the administrative agent under the 2017 Credit Facility to enter into an intercreditor agreement with respect to the Second Lien Facility Financing, (ii) provides that the prepayment or repayment of the next approximately $31.0 million in principal amount of term loans, other than regularly scheduled amortization payments, shall be accompanied by a prepayment premium equal to the greater of 3% and the prepayment premium that would otherwise have been payable in connection with such prepayment or repayment, and (iii) makes modifications to certain of the restrictive covenants contained in the 2017 Credit Facility.

The Fourth Amendment was conditioned upon, among other things, receipt of the Commitment Letter. We refer to the entry into the Fourth Amendment, the receipt of the Commitment Letter and the transactions contemplated thereby as the “2018 Financing Transactions.”

The proceeds of the term loans under the 2017 Credit Facility were used by Affinion to refinance its 2014 Credit Facility, as defined below (the “Credit Agreement Refinancing”), to redeem in full the International Notes, as defined below (the “International Notes Redemption”), to pay transaction fees and expenses and for general corporate purposes.

On May 20, 2014, Affinion, as Borrower, and Affinion Holdings entered into an amendment to its amended and restated senior secured credit facility (as so amended, the “2014 Credit Facility”). The 2014 Credit Facility consisted of (i) $775.0 million in aggregate principal amount of first lien secured term loans, (ii) $425.0 million in aggregate principal amount of second lien secured term loans and (iii) an $80.0 million first lien senior secured revolving credit facility, which included a letter of credit subfacility and a swingline loan subfacility.

On May 10, 2017, Affinion International Holdings Limited (“Affinion International”) (i) elected to redeem all of its outstanding $118.5 million in aggregate principal amount of 7.5% Cash/Pay-in-Kind (“PIK”) Senior Notes due 2018 (the “International Notes”) on June 9, 2017 at a redemption price of 100% of the principal amount of the International Notes, plus accrued and unpaid interest to the redemption date, (ii) irrevocably deposited sufficient funds received from borrowings under the 2017 Credit Facility to effect such redemption with the trustee under the indenture governing the International Notes and (iii) entered into a satisfaction and discharge agreement to discharge its obligations under the indenture governing the International Notes. The International Notes were originally issued by Affinion International on November 9, 2015 in an original principal amount of $110.0 million and bore interest at 7.5% per annum, of which 3.5% per annum was payable in cash and 4.0% per annum was payable in kind; provided, that all of the accrued interest on the International Notes from the issue date to, but not including, May 1, 2016 was payable on May 1, 2016 entirely in kind. Interest on the International Notes was payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2016. The International Notes Redemption was consummated on June 9, 2017.

In connection with the Credit Agreement Refinancing and International Notes Redemption, the Company recognized a gain of approximately $5.3 million, which consisted of the write-off of unamortized troubled debt restructuring carrying value adjustments from 2015 of $21.0 million associated with the Company’s prior senior secured credit facility and the International Notes, reduced by deferred financing costs associated with the Company’s prior senior secured credit facility and the International Notes of $6.3 million and prepayment premiums incurred of $9.4 million, and is included in Gain on extinguishment of debt on the consolidated statement of operations for the year ended December 31, 2017. The prepayment premiums of $9.4 million are included in the Gain on extinguishment of debt adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities in the statement of cash flows. Transaction fees and expenses of approximately $17.1 million and $3.4 million related to the term loans and revolving facility, respectively, under the 2017 Credit Facility have been capitalized and are being amortized over the term of the term loans and revolving facility, respectively. The Company also incurred lender transaction fees of $36.3 million, which have been accounted for as a debt discount and are being amortized over the term of the term loans and revolving financing facility.

As of December 31, 2018 and 2017, there were outstanding borrowings of $100.0 and $55.0 million, respectively, under the 2017 Credit Facility. During the year ended December 31, 2018, the Company had borrowings and repayments of $289.7 million and $244.7 million, respectively, under the 2017 Credit Facility. During the period from January 1, 2017 through May 10, 2017, the Company had borrowings and repayments of $99.0 million and $99.0 million, respectively, under Affinion’s 2014 Credit Facility. During the period from May 10, 2017 through December 31, 2017, the Company had borrowings and repayments of $192.2 million and $137.2 million, respectively, under the 2017 Credit Facility. As of December 31, 2018, Affinion had $5.0 million available for borrowing under the 2017 Credit Facility, after giving effect to the issuance of $5.0 million of letters of credit.

F-27

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes

On May 10, 2017, (a) Affinion completed a private offer to exchange or repurchase at the holder’s election (collectively, the “AGI Exchange Offer”) Affinion’s 7.875% senior notes due 2018 (Affinion’s “2010 senior notes”) for (i) new Senior Cash 12.5%/ PIK Step-Up to 15.5% Notes due 2022 of Affinion (the “2017 Notes”) and new warrants (the “2017 Warrants”) to acquire Common Stock, par value $0.01 per share, of Affinion Holdings (the “Common Stock”) or (ii) cash; (b) Affinion Holdings completed a private offer to exchange or repurchase at the holder’s election (collectively, the “Holdings Exchange Offer”) Affinion Holdings’ 13.75%/14.50% senior secured PIK/toggle notes due 2018 (Affinion Holdings’ “2013 senior notes”) for (i) 2017 Notes and 2017 Warrants or (ii) cash; and (c) Affinion Investments, LLC (“Affinion Investments”) completed a private offer to exchange or repurchase at the holder’s election (collectively, the “Investments Exchange Offer” and, together with the AGI Exchange Offer and the Holdings Exchange Offer, the “2017 Exchange Offers”) Affinion Investments’ 13.50% senior subordinated notes due 2018 (the “Investments senior subordinated notes”) for (i) 2017 Notes and 2017 Warrants or (ii) cash.  Under the terms of the AGI Exchange Offer, for each $1,000 principal amount of Affinion’s 2010 senior notes accepted in the AGI Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Common Stock or (B) $930 in cash. Under the terms of the Holdings Exchange Offer, for each $1,000 principal amount of Affinion Holdings’ 2013 senior notes accepted in the Holdings Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Common Stock or (B) $700 in cash. Under the terms of the Investments Exchange Offer, for each $1,000 principal amount of the Investments senior subordinated notes accepted in the Investments Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Common Stock or (B) $880 in cash. Pursuant to the AGI Exchange Offer, approximately $269.7 million of Affinion’s 2010 senior notes plus accrued and unpaid interest were exchanged for approximately $277.8 million of the 2017 Notes, 2017 Warrants to purchase 1,103,203 shares of Common Stock and approximately $417,386 in cash, including $238.0 million of Affinion’s 2010 senior notes plus accrued and unpaid interest exchanged by related parties in exchange for $245.5 million of the 2017 Notes and 2017 Warrants to purchase 985,438 shares of Common Stock; pursuant to the Holdings Exchange Offer, approximately $4.6 million of Affinion Holdings’ 2013 senior notes plus accrued  and unpaid interest were exchanged by a related party for approximately $4.7 million of the 2017 Notes and 2017 Warrants to purchase 18,539 shares of Common Stock; and pursuant to the Investments Exchange Offer, approximately $12.4 million of the Investments senior subordinated notes plus accrued and unpaid interest were exchanged for approximately $12.8 million of the 2017 Notes, 2017 Warrants to purchase 51,005 shares of Common Stock and approximately $912 in cash, including $12.2 million of the Investments senior subordinated notes plus accrued and unpaid interest exchanged by related parties in exchange for $12.6 million of the 2017 Notes and 2017 Warrants to purchase 49,894 shares of Common Stock. Affinion used the proceeds of the 2017 Notes issued pursuant to the 2017 Investor Purchase Agreement (as defined below) to pay the cash tender consideration to participating holders in the 2017 Exchange Offers.

Previously, in connection with the 2017 Exchange Offers, on March 31, 2017, Elliott, Franklin Mutual Quest Fund, an affiliate of Franklin Mutual Advisers, LLC (“Franklin”), Empyrean and Metro SPV (collectively, in such capacity, the “Investors”), all of whom were, at the time of the closing, or became, as a result of the 2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and redemption of Affinion’s 2010 senior notes, related parties, entered into an investor purchase agreement (the “2017 Investor Purchase Agreement”) with Affinion Holdings, Affinion and Affinion Investments, in which they agreed to purchase 2017 Notes and 2017 Warrants in an aggregate principal amount sufficient to pay all holders that participate in the 2017 Exchange Offers and elect to receive cash. Further, pursuant to the 2017 Investor Purchase Agreement, if Affinion Holdings, Affinion or Affinion Investments exercised its option to redeem any of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and/or the Investments senior subordinated notes not tendered in the 2017 Exchange Offers, the Company could obligate the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund any such redemptions. In addition, pursuant to the terms of the 2017 Investor Purchase Agreement, Affinion was required to pay to the Investors upon the closing of the 2017 Exchange Offers a commitment premium of $17.5 million and a funding premium of $7.4 million in aggregate principal amount of the 2017 Notes and the same number of 2017 Warrants that such principal amount of the 2017 Notes would have been issued as part of the 2017 Exchange Offers.  

Also, on May 10, 2017, Affinion exercised its option to redeem Affinion’s 2010 senior notes that were not tendered in the AGI Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. As a result, on May 10, 2017, Affinion (i) elected to redeem all of its outstanding $205.3 million aggregate principal amount of Affinion’s 2010 senior notes on May 15, 2017 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to the redemption date, (ii) irrevocably deposited sufficient funds received from the Investors pursuant to the 2017 Investor Purchase Agreement to effect such redemption with the trustee under the indenture governing Affinion’s 2010 senior notes and (iii) entered into a satisfaction and discharge agreement to discharge its obligations under the indenture governing Affinion’s 2010 senior notes. Affinion’s 2010 senior notes were originally issued by Affinion on November 19, 2010 in an aggregate principal amount of $475.0 million and bore interest at 7.875% per annum. The redemption of Affinion’s 2010 senior notes was consummated on May 15, 2017.

F-28

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Accordingly, on May 10, 2017, Affinion issued approximately $532.6 million aggregate principal amount of the 2017 Notes and Affinion Holdings issued 2017 Warrants to purchase 3,974,581 shares of Common Stock, of which (i) approximately $295.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 1,172,747 shares of Common Stock were issued to participating holders (including the Investors) in the 2017 Exchange Offers, including $262.8 million of the 2017 Notes and 2017 Warrants to purchase 1,053,871 shares of Common Stock issued to related parties, and (ii) approximately  $237.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 2,801,834 shares of Common Stock were issued, including all of the 2017 Notes and 2017 Warrants to purchase 2,791,475 shares of Common Stock issued to the Investors, all of whom are related parties, pursuant to the 2017 Investor Purchase Agreement to fund the cash consideration payable in the 2017 Exchange Offers and the cash redemption price for the balance of Affinion’s 2010 senior notes that were not exchanged or tendered in the AGI Exchange Offer and to pay the commitment premium and funding premium under the 2017 Investor Purchase Agreement. The 2017 Warrants received by the Investors on May 10, 2017, represented approximately 26.7% of the pro forma fully diluted ownership of Affinion Holdings after giving effect to issuances pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, but without giving effect to options and restricted stock units granted under Affinion Holdings’ management compensation and incentive plans. The number of shares of Common Stock issuable upon the exercise of the 2017 Warrants, as described herein, reflects the application of the anti-dilution protections of the 2017 Warrants issued in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement (other than the 2017 Warrants issued as part of the funding premium) that are triggered by the issuance of 2017 Warrants as part of the funding premium.

On June 13, 2017, (i) Affinion Holdings exercised its option to redeem the $11.5 million in aggregate principal amount of Affinion Holdings’ 2013 senior notes that were not tendered in the Holdings Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement and (ii) Affinion Investments exercised its option to redeem the $10.2 million in aggregate principal amount of the Investments senior subordinated notes that were not tendered in the Investments Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. Affinion Holdings’ 2013 senior notes were redeemed on July 17, 2017 at a redemption price of 103.4375% of the principal amount, plus accrued and unpaid interest to the redemption date and the Investments senior subordinated notes were redeemed on July 17, 2017 at a redemption price of 103.375% of the principal amount, plus accrued and unpaid interest to the redemption date. Affinion Holdings’ 2013 senior notes were originally issued by Affinion Holdings on December 12, 2013 in an aggregate principal amount of $292.8 million and bore interest at 13.75%per annum in cash, or at Affinion Holdings’ option, in payment-in-kind interest at 13.75% per annum plus 0.75%. The Investments senior subordinated notes were originally issued by Affinion Investments on December 12, 2013 in an aggregate principal amount of $360.0 million and bore interest at 13.50% per annum.

On July 17, 2017, pursuant to the 2017 Investor Purchase Agreement, Affinion issued approximately $23.7 million aggregate principal amount of the 2017 Notes to the Investors and Affinion Holdings issued 2017 Warrants to the Investors. Pursuant to the 2017 Investor Purchase Agreement, the Investors paid a purchase price of approximately $23.5 million to Affinion, which amount includes the payment of pre-issuance accrued interest of approximately $0.6 million from May 10, 2017. The 2017 Notes and 2017 Warrants issued by Affinion and Affinion Holdings, respectively, to the Investors include the funding premium payable under the 2017 Investor Purchase Agreement. The 2017 Notes constitute a further issuance of, and form a single series with, the $532.6 million in aggregate principal amount of the 2017 Notes that Affinion issued on May 10, 2017.  

In connection with the 2017 Exchange Offers and the redemption of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes that were not tendered pursuant to the 2017 Exchange Offers, the Company determined that the debt had been extinguished and the Company recognized a loss of approximately $1.8 million for the year ended December 31, 2017, which represented the excess of the fair value of the 2017 Notes and 2017 Warrants issued over the carrying value of the notes exchanged in the 2017 Exchange Offers and Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes that were redeemed, including all associated unamortized fees, discounts and 2015 troubled debt restructuring carrying value adjustments. The loss of $1.8 million is included in Gain (loss) on extinguishment of debt on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2017. Transaction fees and expenses of approximately $8.4 million related to the issuance of the 2017 Notes have been capitalized and are being amortized over the term of the 2017 Notes using the effective interest method.

In connection with the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, and in accordance with Affinion Holdings’ obligations under the Shareholders Agreement, due to the issuance of the 2017 Warrants in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement, Affinion Holdings offered to each Pre-Emptive Rights Holder the right to purchase with cash up to such Pre-Emptive Rights Holder’s pro rata share (as determined in accordance with the Shareholders Agreement) of 2017 Warrants at an exercise price of $0.01 per 2017 Warrant pursuant to the 2017 Pre-Emptive Rights Offer. On July 12, 2017, Affinion Holdings issued 2017 Warrants to purchase 63,741 shares of Common Stock to participants in the 2017 Pre-Emptive Rights Offer.

F-29

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The Company performed an accounting analysis and determined that the 2017 Warrants represent in substance common stock and that the 2017 Warrants issued pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement required anti-dilution provisions and commitment premium and funding premium represented a debt discount of $16.1 million. Fees associated with new lenders of $4.6 million have been recorded as debt discount. Fees related to existing lenders who continued to be lenders in connection with the 2017 Exchange Offers have been expensed.

The 2017 Notes bear interest at the rate per annum as follows:

For any interest payment period ending on or prior to the date that is the 18 month anniversary of the settlement date of the 2017 Exchange Offers (the “Settlement Date”), Affinion may, at its option, elect to pay interest on the 2017 Notes (1) entirely in cash (“Cash Interest”) at a rate per annum of 12.50% or (2) entirely by increasing the principal amount of the outstanding 2017 Notes or by issuing PIK notes (“PIK Interest”) at a rate per annum of 14.00%, provided that interest for the first interest period commencing on the Settlement Date shall be payable entirely in PIK Interest. The interest for the first interest period was paid in PIK Interest on November 10, 2017.  

For any interest payment period ending after the date that is the 18 month anniversary of the Settlement Date, (i) if immediately after giving effect to such interest payment, on a pro forma basis, Affinion’s Senior Secured Leverage Ratio (as defined in the indenture governing the 2017 Notes (the “2017 Notes Indenture”)) would be less than or equal to 4.375 to 1.000, Affinion’s Consolidated Fixed Charge Coverage Ratio (as defined in the 2017 Notes Indenture) would be greater than or equal to 1.375 to 1.000, in each case, as of the last day of the most recently completed fiscal quarter of Affinion immediately preceding the scheduled interest payment date for which internal financial statements are available, and Affinion’s Average Liquidity (as defined in the 2017 Notes Indenture) less the amount of the anticipated cash interest payment is equal to or greater than $80.0 million as of the record date for such interest payment, then Affinion shall be required to pay interest on the 2017 Notes for such interest period entirely in Cash Interest at a rate per annum of 12.50%, (ii) if immediately after giving effect to such interest payment, on a pro forma basis, Affinion’s Senior Secured Leverage Ratio would be less than or equal to 4.375 to 1.000, Affinion’s Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.250 to 1.000 but less than 1.375 to 1.000, in each case, as of the last day of the most recently completed fiscal quarter of Affinion immediately preceding the scheduled interest payment date for which internal financial statements are available, and Affinion’s Average Liquidity less the amount of the anticipated cash interest payment is equal to or greater than $80.0 million as of the record date for such interest payment, then Affinion shall be required to pay interest on the 2017 Notes for such interest period as a combination (“Combined Interest”) of Cash Interest at a rate per annum of 6.50% and PIK Interest at a rate per annum of 7.50% and (iii) if immediately after giving effect to such interest payment, on a pro forma basis, Affinion’s Senior Secured Leverage Ratio would be greater than 4.375 to 1.000, Affinion’s Consolidated Fixed Charge Coverage Ratio would be less than 1.250 to 1.000, in each case, as of the last day of the most recently completed fiscal quarter of Affinion immediately preceding the scheduled interest payment date for which internal financial statements are available, or Affinion’s Average Liquidity less the amount of the anticipated cash interest payment is less than $80.0 million as of the record date for such interest payment, then Affinion may elect to pay interest on the 2017 Notes for such interest period as PIK Interest at a rate per annum of: (x) 14.75% for any interest payment period ending on or prior to the date that is the 30 month anniversary of the Settlement Date and (y) 15.50% for any interest payment period ending after the date that is the 30 month anniversary of the Settlement Date; provided that, for the avoidance of doubt, if the aforementioned ratios are satisfied and require Affinion to either pay Cash Interest or Combined Interest for any interest period, as applicable, any restriction in the 2017 Credit Facility on the payment of such interest shall not relieve Affinion of such obligation to pay Cash Interest or Combined Interest, as applicable, for such interest period and Affinion shall take all such actions as may be required in order to permit such payment of Cash Interest or Combined Interest, as applicable, for such interest period under the 2017 Credit Facility (including, without limitation, any required repayment of outstanding borrowings under the revolving facility under the 2017 Credit Facility).

Interest on the 2017 Notes is payable semi-annually on May 10 and November 10 of each year, commencing on November 10, 2017. The 2017 Notes will mature on November 10, 2022. Under certain circumstances, the 2017 Notes are redeemable at Affinion’s option prior to maturity. If the 2017 Notes are not so redeemed by Affinion, under certain circumstances, Affinion may be required to make an offer to purchase 2017 Notes.

Affinion’s obligations under the 2017 Notes are jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by the same entities that guarantee the 2017 Credit Facility. The 2017 Notes and guarantees thereof are unsecured senior obligations of Affinion and each of the guarantors. The 2017 Notes Indenture contains negative covenants that restrict the ability of Affinion and its restricted subsidiaries to engage in certain transactions and also contains customary events of default. In addition, the covenants restrict Affinion Holdings’ ability to engage in certain businesses or business activities. Affinion will not be required to deliver any separate reports to holders or financial statements or other information of Affinion and its restricted subsidiaries as long as Affinion Holdings is a guarantor of the 2017 Notes and files such reports with the SEC. As of December 31, 2018, Affinion was in compliance with the restrictive covenants under the 2017 Notes.

F-30

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The Company also leases certain equipment under capital leases expiring through 2020.

The aggregate maturities of debt, including capital leases, as of December 31, 2018 are as follows:

	Amount
	(in millions)
2019	$	13.8
2020		28.9
2021		58.6
2022		1,518.5
2023		—
2024 and Thereafter		—
	$	1,619.8

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer, Amended Credit Agreement and New Notes.

11. DEFICIT

As of December 31, 2018, 2017 and 2016, the Company’s capital stock consists of a total of 550,000,000 authorized shares, of which 520,000,000 shares, $0.01 par value per share, are designated as “Common Stock,” 10,000,000 shares, $0.01 par value per share, are designated as “Class C Common Stock,” 10,000,000 shares, $0.01 par value per share, are designated as “Class D Common Stock” and 10,000,000 shares, $0.01 par value per share, are designated as “preferred stock.” As of December 31, 2018 and 2017, the Company has outstanding (i) 9,090,404 and 9,157,071 shares of Common Stock, respectively, (ii) 433,813 shares of Class C Common Stock and (iii) 456,643 shares of Class D Common Stock. As of December 31, 2018 and 2017, the Company had outstanding 2017 Warrants (as described further below) to purchase 4,392,936 shares of Common Stock and a Limited Warrant (as described further below) to purchase up to 462,266 shares of Common Stock. As of December 31, 2018 and 2017, there were no shares of preferred stock outstanding.

During the year ended December 31, 2018, 66,667 shares of Common Stock were tendered to the Company by a shareholder for no consideration. These shares were subsequently cancelled by the Company.

On May 10, 2017, in connection with the 2017 Exchange Offers and 2017 Investor Purchase Agreement, the Company issued 2017 Warrants to purchase 3,974,581 shares of Common Stock, in the aggregate, of which (a) 2017 Warrants to purchase 1,172,747 shares of Common Stock were issued to holders (including certain of the Investors) whose Existing Notes (as defined below) were accepted for exchange in the 2017 Exchange Offers, including 1,053,871 issued to related parties, and (b) 2017 Warrants to purchase 2,801,834 shares of Common Stock were issued in connection with the 2017 Investor Purchase Agreement, including the funding and commitment premiums under the 2017 Investor Purchase Agreement, including 2,791,475 issued to the Investors, all of whom are related parties. In connection with the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, and in accordance with Affinion Holdings’ obligations under the Shareholders Agreement, dated as of November 9, 2015 (as amended, the “Shareholders Agreement”), due to the issuance of the 2017 Warrants in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement, commencing on June 22, 2017, and expiring on July 7, 2017, Affinion Holdings offered (the “2017 Pre-Emptive Rights Offer”) to each holder of pre-emptive rights (“Pre-Emptive Rights Holder”) the right to purchase with cash up to such Pre-Emptive Rights Holder’s pro rata share (as determined in accordance with the Shareholders Agreement) of  2017 Warrants issued pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement at a price of $7.13 per New Warrant. On July 12, 2017, Affinion Holdings issued 2017 Warrants to purchase 63,741 shares of Common Stock, which were subsequently exercised on August 10, 2017, to participants in the 2017 Pre-Emptive Rights Offer. On July 17, 2017, Affinion Holdings issued 2017 Warrants to purchase 418,355 shares of Common Stock, including 2017 Warrants to purchase 414,868 shares of Common Stock to the Investors, all of whom are related parties, in connection with the 2017 Investor Purchase Agreement, including the funding premium under the 2017 Investor Purchase Agreement. In addition, as a result of the anti-dilution protections of the 2017 Warrants, the number of shares of Common Stock underlying the 2017 Warrants issued on May 10, 2017 to holders other than the Investors increased, in the aggregate, by 3,487 shares. The number of shares of Common Stock issuable upon the exercise of the 2017 Warrants, as described herein, reflects the application of the anti-dilution protections of the 2017 Warrants issued in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement that are triggered by the issuance of 2017 Warrants as part of the funding premium and in the 2017 Pre-Emptive Rights Offer.

F-31

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The 2017 Warrants are immediately exercisable upon issuance and will terminate on the earlier to occur of (i) November 10, 2022 and (ii) five business days following the consummation of a sale of Affinion Holdings or other similar fundamental transaction.  Each 2017 Warrant is exercisable for one share of Common Stock at a price equal to $0.01. 2017 Warrants will not be exercisable if the recipient of the Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency.

The 2017 Warrants contain customary provisions for the adjustment of the number of shares of Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of Common Stock to the extent that holders of 2017 Warrants are not permitted to participate on an as-exercised basis. The 2017 Warrants were all subject to anti-dilution adjustments (the “Adjustment Feature”) in connection with the issuance of 2017 Warrants pursuant to the 2017 Investor Purchase Agreement in respect of the funding premium thereunder and pursuant to the 2017 Pre-Emptive Rights Offer that expired on July 7, 2017. As a result of the application of these anti-dilution adjustments, the 2017 Warrants offered in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement (excluding the 2017 Warrants to be issued in respect of the funding premium) represented, as of July 17, 2017, approximately 15% of the fully diluted ownership of Affinion Holdings and the 2017 Warrants issued as part of the commitment premium under the 2017 Investor Purchase Agreement represented, as of July 17, 2017, approximately 14.3% of the fully diluted ownership of Affinion Holdings, in each case without giving effect to options and restricted stock units granted under Affinion Holdings’ management compensation and incentive plans.  

All Holders of exercisable 2017 Warrants will be entitled to participate in dividends on an as-exercised basis, subject to any regulatory restrictions. Holders will not be entitled to any other rights of holders of Common Stock until, and to the extent, they have validly exercised their 2017 Warrants. Upon exercise, such holders will be entitled to execute joinders to the Shareholders Agreement,dated as of November 9, 2015, as amended, by and among Affinion Holdings and the stockholders from time to time party thereto and the Amended and Restated Registration Rights Agreement, dated as of March 31, 2017, and effective as of May 10, 2017, by and among Affinion Holdings and the investors from time to time party thereto.

The Company performed an accounting analysis and determined that the 2017 Warrants represent in substance common stock and that the 2017 Warrants issued pursuant to the 2017 Exchange Offers and 2017 Investor Purchase Agreement required anti-dilution provisions and commitment premium and funding premium represent a debt discount of $16.1 million. Fees associated with new lenders of $4.6 million have been recorded as debt discount. Fees related to existing lenders who continued to be lenders in connection with the 2017 Exchange Offers have been expensed.

The consummation of the AGI Exchange Offer as of May 10, 2017 has resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This may further limit our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes to offset our post-change income. Similar rules and limitations may apply for state tax purposes as well. It is not expected at this time that any potential limitation will have a material impact on either the tax provision or the operating results.

On November 9, 2015, concurrent with the debt exchanges and subscription rights offering, the Company mandatorily cashlessly converted the then-outstanding Series A warrants to shares of Class A common stock. The 130,133,055 shares of Class A common stock then-outstanding were converted into 490,083 shares of Class C Common Stock and 515,877 shares of Class D Common Stock. In connection with the debt exchanges and subscription rights offering, 9,093,330 shares of Common Stock were issued. In addition, in lieu of issuing Common Stock to an investor that would otherwise have beneficially owned more than 19.9% of the Common Stock, the Company issued a Limited Warrant to purchase up to 462,266 shares of Common Stock, which Limited Warrant may only be exercised upon the receipt of requisite regulatory approval.

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer and New Common Stock.

F-32

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

12. EARNINGS PER SHARE

Basic earnings per share (“EPS”) attributable to holders of Common Stock is computed by dividing net income (loss) attributable to holders of Common Stock by the weighted average number of shares of Common Stock, warrants and restricted stock units (“RSUs”) outstanding. Diluted EPS attributable to holders of Common Stock reflects the potential dilution of Class C/D common stock, stock options and incentive awards that could be exercised or converted into shares of Common Stock, and is computed by dividing net income (loss) attributable to holders of Common Stock by the weighted average number of shares of Common Stock, warrants and RSUs outstanding plus the effect of potentially dilutive securities.

The computation of basic and diluted earnings (loss) per share is set forth below:  

($ in millions, except per share data)	Year Ended December 31,
	2018			2017			2016
Numerator:
Loss from continuing operations, net of tax	$	(144.5	)	$	(45.9	)	$	(20.3	)
Less: net income attributable to non-controlling interest		(1.2	)		(0.8	)		(0.6	)
Loss from continuing operations attributable to Affinion Group Holdings,    Inc.		(145.7	)		(46.7	)		(20.9	)
Net income from discontinued operations, net of tax		447.8			21.5			36.6
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	302.1		$	(25.2	)	$	15.7
Denominator:
Weighted average shares of Common Stock		9,154,697			9,126,952			9,093,330
Weighted average shares for warrants		4,392,936			2,766,781			—
Weighted average shares for vested RSUs		78,864			28,398			10,861
Basic weighted average shares of Common Stock		13,626,497			11,922,131			9,104,191
Weighted average effect of dilutive securities		—			—			792
Diluted weighted average shares of Common Stock		13,626,497			11,922,131			9,104,983
Basic earnings (loss) per share attributable to holders of Common    Stock:
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74
Diluted earnings (loss) per share attributable to holders of Common    Stock:
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer and New Common Stock.

13. INCOME TAXES

On December 22, 2017, the TCJA was enacted into law. For the year ended December 31, 2017, we recognized a provisional tax benefit amount of $25.5 million for items related to the TCJA for which we were able to determine a reasonable estimate. During 2018, and prior to December 22, 2018, we finalized and completed our accounting associated with the TCJA with no subsequent adjustments to provisional amounts recorded. See Note 2—Summary of Significant Accounting Policies for more information on the TCJA.

F-33

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The income tax benefit (provision) consisted of the following:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Current:
Federal	$	—		$	—		$	0.4
State		(0.8	)		(0.7	)		(0.4	)
Foreign		(5.3	)		(3.4	)		(5.0	)
		(6.1	)		(4.1	)		(5.0	)
Deferred:
Federal		28.5			30.6			0.7
State		4.3			0.7			0.3
Foreign		0.3			—			0.6
		33.1			31.3			1.6
Total income tax benefit (provision)	$	27.0		$	27.2		$	(3.4	)

Income (loss) from continuing operations before income taxes for domestic and foreign operations consisted of the following:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Domestic	$	(179.4	)	$	(73.5	)	$	(2.9	)
Foreign		7.9			0.4			(14.0	)
Income (loss) from continuing operations before income taxes	$	(171.5	)	$	(73.1	)	$	(16.9	)

Deferred income tax assets and liabilities consisted of the following:  

	December 31,
	2018			2017
	(in millions)
Non-current deferred income tax assets:
Net operating loss carryforwards	$	187.4		$	250.1
State net operating loss carryforwards		33.2			18.9
Depreciation and amortization		43.6			70.8
Accrued expenses and deferred revenue		21.9			17.2
Prepaid expenses		1.2			1.3
Provision for doubtful accounts		1.1			0.5
Other		23.4			13.4
Non-current deferred income tax assets		311.8			372.2
Non-current deferred income tax liabilities:
Other		—			(2.8	)
Non-current deferred income tax liabilities		—			(2.8	)
Valuation allowance		(311.9	)		(371.8	)
Non-current net deferred income tax liability, net of non-current deferred income tax assets    of $2.8 and $3.1, respectively)	$	(0.1	)	$	(2.4	)

As of December 31, 2018, Affinion Holdings and its subsidiaries had federal net operating loss carryforwards available to offset future taxable income of $530.2 million (which will expire in 2026 through 2037).

F-34

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

As of December 31, 2018, Affinion Holdings and its subsidiaries had state net operating loss carryforwards of $591.4 million (which expire, depending on the jurisdiction, between 2019 and 2038, or may be carried forward indefinitely) and state tax credits of $1.6 million (which expire between 2019 and 2023). A full valuation allowance was recorded with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized.

As of December 31, 2018, Affinion Holdings and its subsidiaries have net operating loss carryforwards of $238.4 million in foreign jurisdictions (which expire, depending on the jurisdiction, between 2019 and 2038, or may be carried forward indefinitely). Affinion Holdings and its subsidiaries have concluded that a valuation allowance relating to $236.2 million of these net operating losses is required due to the uncertainty of their realization.

The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the §338 election and uncertain tax positions. The carrying value of Affinion Holdings’ valuation allowance against all of its deferred tax assets at December 31, 2018 and 2017 totaled $311.9 million and $371.8 million, respectively. The decrease in valuation allowance of $59.9 million is attributable to a decrease in the book to tax temporary differences that require a valuation allowance and a decrease in the valuation allowance attributable to tax attributes (i.e., net operating losses).

As of December 31, 2017, Affinion Holdings and its subsidiaries had federal net operating loss carryforwards available to offset future taxable income of $818.0 million (which will expire in 2026 through 2037).

As of December 31, 2017, Affinion Holdings and its subsidiaries had state net operating loss carryforwards of $693.6 million (which expire, depending on the jurisdiction, between 2018 and 2037) and state tax credits of $1.8 million (which expire between 2018 and 2022). A full valuation allowance was recorded with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized.

As of December 31, 2017, Affinion Holdings and its subsidiaries had net operating loss carryforwards of $266.9 million in foreign jurisdictions (which expire, depending on the jurisdiction, between 2018 and 2037, or may be carried forward indefinitely). A full valuation allowance was recorded with respect to these carryforwards net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized.

The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the §338 election and uncertain tax positions. The carrying value of Affinion Holdings’ valuation allowance against all of its deferred tax assets at December 31, 2017 and 2016 totaled $371.8 million and $551.0 million, respectively. The decrease in valuation allowance of $179.2 million is attributable to the SAB 118 estimates applicable to the TJCA, a decrease in the book to tax temporary differences that require a valuation allowance and a decrease in the valuation allowance attributable to tax attributes (i.e., net operating losses).

With the exception of the Company’s South African and Turkish subsidiaries, foreign taxable income is recognized currently for U.S. federal and state income tax purposes because such operations are entities disregarded for U.S. federal and state income tax purposes. The Company does not provide for deferred taxes on the excess of the amount for the tax over the financial reporting basis in its South African and Turkish subsidiaries because they are permanent in duration. A deferred tax asset is recognized in this circumstance only if it is apparent that the temporary difference will reverse in the foreseeable future. As of December 31, 2018, there is a $17.2 million deficit in retained earnings of the South African and Turkish subsidiaries.

F-35

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

A reconciliation of the effective income tax rate from the U.S. federal statutory rate is as follows:

	For the Year Ended December 31,
	2018			2017			2016
Federal statutory rate		21.0	%		35.0	%		35.0	%
State and local income taxes, net of federal expense		(2.3	)		(10.4	)		4.3
Change in valuation allowance and other		2.6			(25.1	)		(60.4	)
Taxes on foreign operations at rates different than U.S. federal rates		(2.6	)		(4.7	)		(25.7	)
SAB 118 impact of TCJA		—			34.8			—
Impact of debt exchanges and subscription rights offering		—			5.7			19.4
U.S. tax on foreign operations		(2.6	)		1.9			9.1
Prior year accrual and adjustments		0.2			0.1			(0.8	)
Non-deductible expenses		(0.5	)		(0.1	)		(0.7	)
		15.8	%		37.2	%		(19.8	)%

The Company’s effective tax rate has fluctuated significantly over the last three years. These fluctuations are primarily due to changes in valuation allowances driven by changes in the corresponding deferred tax balances, the impact associated with the debt exchanges and subscription rights offering and state and foreign taxes. The 2016 tax benefit associated with the debt exchanges and subscription rights offering resulted from a change in the estimated tax relative to the same. The fluctuation for 2017 is primarily the result of the change on deferred tax balance requirements, including valuation allowances, estimated pursuant to SAB 118 in accordance with the TCJA enactment and the impact of the AGI Exchange Offer. These fluctuations are also the result of the changes in loss from continuing operations before income taxes to $171.5 million for the year ended December 31, 2018 compared to $73.1 million and $16.9 million for the years ended December 31, 2017 and 2016, respectively.

The Company was granted a 50% tax holiday in the Swiss canton of Vaud in 2013. The tax holiday is valid for cantonal purposes from the 2012 start date until the end of the 2017 tax period. The Company is currently subject to Cantonal law.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company recognized $0.2 million, $0.2 million and $0.1 million of interest in income tax expense related to uncertain tax positions arising in 2018, 2017 and 2016, respectively. Accrued interest and penalties related to uncertain tax positions totaled $1.9 million and $2.1 million as of December 31, 2018 and 2017, respectively, and is included in other long-term liabilities on the consolidated balance sheet. The Company’s gross unrecognized tax benefits increased $2.1 million, decreased $1.6 million and increased $11.0 million for the years ended December 31, 2018, 2017 and 2016, respectively, as a result of tax positions for the applicable year.

A reconciliation of the beginning and ending amount of tax reserves for uncertain tax positions for the years ended December 31, 2018, 2017 and 2016 is as follows:  

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Unrecognized tax benefits, beginning of period	$	5.0		$	6.6		$	(4.4	)
Gross increase – prior period tax positions		1.6			—			11.3
Gross decrease – prior period tax positions		(0.6	)		(2.1	)		—
Gross increase – current period tax positions		1.9			0.7			0.2
Gross decrease – current period tax positions		(0.8	)		(0.2	)		(0.5	)
Unrecognized tax benefits, end of period	$	7.1		$	5.0		$	6.6

The Company’s income tax returns are periodically examined by various tax authorities. In connection with these and future examinations, certain tax authorities, including the Internal Revenue Service, may raise issues and impose additional assessments. The Company regularly evaluates the likelihood of additional assessments resulting from these examinations and establishes liabilities, through the provision for income taxes, for potential amounts that may result therefrom. The recognition of uncertain tax benefits are not expected to have a material impact on the Company’s effective tax rate or results of operations. Federal, state and local jurisdictions are subject to examination by the taxing authorities for all open years as prescribed by applicable statute. For significant foreign jurisdictions, tax years in Germany, France, Turkey, Switzerland and the United Kingdom remain open as prescribed by applicable statute. During 2018, income tax waivers were executed in certain states that extend the period subject to examination

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

beyond the period prescribed by statute. There are no significant changes anticipated in accordance with the extension of the income tax statutes in these jurisdictions. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will change significantly within the next 12 months.

14. COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company is involved in claims, governmental inquiries and legal proceedings related to employment matters, contract disputes, business practices, trademark and copyright infringement claims and other commercial matters. The Company is also a party to lawsuits which were brought against it and its affiliates and which purport to be a class action in nature and allege that the Company violated certain federal or state consumer protection statutes (as described below). The Company intends to vigorously defend itself against such lawsuits.

On August 27, 2010, a former member of Webloyalty Holding Inc.’s (“Webloyalty”) membership programs filed a putative class action lawsuit against Webloyalty, one of its former clients, and one of the credit card associations in the United States District Court for the District of Connecticut (the “Connecticut District Court”). The plaintiff alleged that Webloyalty’s enrollment of the plaintiff using debit card information obtained from a third party via data pass, and not directly from the plaintiff, was deceptive. The plaintiff seeks to represent a nationwide class of consumers whose credit or debit card data was transferred to Webloyalty via data pass on or after October 1, 2008. The complaint, which was amended several times, asserted, among others, claims for violations of the Electronic Funds Transfer Act (“EFT”), the Electronic Communications Privacy Act (the “ECPA”), and the Connecticut Unfair Trade Practices Act (“CUTPA”) as well as other common law claims. On October 15, 2015, the Connecticut District Court entered judgment dismissing all claims with prejudice. The plaintiff appealed that judgment to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). On December 20, 2016, the Second Circuit affirmed the Connecticut District Court’s dismissal in part, but reversed and remanded the dismissal of claims against Webloyalty and its former client under CUTPA and the EFT. The defendants have answered the remaining counts of the complaint and denied any liability. The defendants have also filed a motion for judgment on the pleadings on the plaintiff’s CUTPA claim, and for summary judgment on his EFT claim. On October 26, 2018, the Connecticut District Court entered summary judgment for defendants on the EFT claim, declined to exercise supplemental jurisdiction over the CUTPA claim, and dismissed the CUTPA claim without prejudice. The Connecticut District Court also directed the clerk to close the file. On December 6, 2018, the plaintiff noticed an appeal to the Second Circuit.

On June 7, 2012, a factually similar class action lawsuit was filed against Webloyalty in the U.S. District Court for the Southern District of California (the “District Court of S.C.”). After filing several amended complaints, the plaintiff asserted a variety of claims, including claims under the EFT, the ECPA, California Business and Professional Code § 17200, et seq. (the “CBPC”), CUTPA, various privacy statutes, and common law. The plaintiff did so on behalf of a purported nationwide class of consumers whose credit or debit card information was obtained by Webloyalty via data pass, and had their credit or debit cards charged on or after October 1, 2008. On June 22, 2015, the District Court of S.C. entered judgment dismissing the plaintiff’s federal claims with prejudice, and his state claims without prejudice. The plaintiff appealed that judgment to the United States Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). On March 28, 2017, the Ninth Circuit affirmed the dismissal of the plaintiff’s ECPA and privacy-based state law claims, but reversed and remanded the dismissal of other claims, including the plaintiff’s claims under the EFT, CBPC, and CUTPA. On September 5, 2017, the plaintiff filed a third amended complaint, which asserts the claims that were remanded by the Ninth Circuit. Webloyalty has answered the complaint and denied all liability. On June 29, 2018, the plaintiff moved for class certification on his claims for violation of the EFT on behalf of a nationwide class, and on his claims for conversion, and violation of CBPC on behalf of a California class. On March 15, 2019, the court denied that motion. The action remains pending, but as an individual action on behalf of a single plaintiff and not on behalf of a class.

On May 11, 2016, Kohl’s Department Stores, Inc. (“Kohl’s”) filed a third-party complaint against Trilegiant in the United States District Court for the Eastern District of Pennsylvania (the “District Court of E. Pa.”), alleging claims for indemnification, contribution and breach of contract. The third-party complaint arises in a case filed in the same court on February 13, 2015, in which a putative class action has been brought against Kohl’s and the issuer of Kohl’s credit cards alleging breach of the covenant of good faith and fair dealing and unjust enrichment. Kohl’s third-party complaint alleged that Trilegiant breached alleged obligations to Kohl’s under a marketing agreement between Trilegiant and Kohl’s through which a Trilegiant membership program was offered to Kohl’s credit card customers, including Trilegiant’s purported obligation under that agreement to indemnify Kohl’s and participate in its defense of the class action. Kohl’s third-party complaint sought damages from Trilegiant, including amounts for which Kohl’s may be liable to the named plaintiffs or the putative class in the class action relating to their claims pertaining to Trilegiant’s membership program and Kohl’s costs, including attorney fees, of defending against such claims. On March 1, 2017, the parties entered into a

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

settlement and release wherein Trilegiant agreed to make a payment to Kohl’s of approximately $0.3 million and to pay 30% of Kohl’s on-going legal fees in the putative class action, capped at $0.4 million (excluding Trilegiant’s initial payment of approximately $0.3 million), to resolve Kohl’s indemnification, contribution and breach of contract claims against Trilegiant with respect to fees and expenses that Kohl’s has incurred or will incur in connection with its defense of the putative class action. Kohl’s reserved its right to seek indemnity from Trilegiant for any liability Kohl’s may incur to the plaintiffs in the putative class action relating to Trilegiant’s membership program. The third-party complaint was dismissed without prejudice by stipulation of the parties on March 10, 2017.

On August 18, 2016, Lion 2004 Receivables Trust (“Lion”) filed a complaint in the United States District Court for the State of Delaware (the “District Court of Delaware”) against Long Term Preferred Care, Inc. (“LTPC”), a company that used to be a subsidiary of Affinion Benefits Group, LLC (“ABG”). In the complaint, Lion alleged that LTPC made certain inaccurate representations and warranties in connection with a Commission Purchase Agreement, dated as of December 30, 2004, between LTPC and Lion. Lion sought indemnification and damages, among other things. LTPC filed a motion to dismiss in response to the complaint on October 24, 2016. On March 20, 2017, a magistrate judge recommended that the District Court of Delaware deny LTPC’s motion to dismiss. On August 31, 2017 the District Court of Delaware adopted the magistrate’s recommendation denying LTPC’s motion to dismiss. On September 14, 2017, LTPC filed its Answer and Defenses to the complaint. Pursuant to the Company’s purchase agreement with Cendant, the Cendant Entities (as such terms are defined in Note 17—Related Party Transactions) have agreed to indemnify ABG for any liability relating to this matter. The matter was settled on March 28, 2019 and LTPC was fully indemnified.

On November 30, 2015, PNC Bank, N.A. (“PNC”) filed a pleading called a Praecipe for Writ of Summons (the “Writ”) in the Court of Common Pleas of Allegheny County, Pennsylvania, naming as defendants Trilegiant Corporation, ABG, Affinion and/or Affinion Holdings. The parties participated in a non-binding mediation on September 13, 2016. The parties were unable to resolve their dispute in the mediation. On November 18, 2016, PNC filed a complaint in the Pennsylvania Court of Common Pleas against Trilegiant for indemnification, breach of contract, unjust enrichment and breach of implied covenant of good faith and fair dealing. The complaint also alleges negligence and intentional misconduct by other Affinion entities. These claims arise out of consent orders that PNC entered into with the Office of the Comptroller of the Currency (the “OCC”) to settle the OCC’s Section 5 claim against it. According to PNC, the damages it incurred pursuant to those consent orders were the result of Trilegiant’s failure to properly service PNC’s customers. Trilegiant’s preliminary objections to PNC’s complaint were filed on January 12, 2017. On January 30, 2017, the case was transferred from the Court of Common Pleas to the Commerce Court and Complex Litigation Center. Oral argument on Trilegiant’s preliminary objections was held on May 9, 2017. On May 25, 2017, the court issued its opinion, dismissing some claims, but keeping the indemnification and unjust enrichment claims. On June 19, 2017, the defendants filed their answer. Discovery is ongoing.

On November 19, 2018, Hartford Life and Accident Insurance Company (“Hartford”) served Franklin Madison Group, formerly ABG (“Franklin Madison”), with a complaint in Superior Court for the Judicial District of Hartford, Connecticut. The complaint alleges breach of contract arising out of a May 24, 2004 Administrative Services Agreement and Contingent Commission Agreement (the “Hartford Matter”). Pursuant to the Purchase Agreement in connection with the sale of ABG, the Company agreed to assume the defense and indemnify the Purchaser for the Hartford Matter. The case has been moved to the complex litigation docket and discovery is underway.

Other Contingencies

From time to time, the Company receives inquiries from federal and state agencies, which may include the Federal Trade Commission, the Federal Communications Commission, the Consumer Financial Protection Bureau, state attorneys general and other state regulatory agencies, including state insurance regulators. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings. Additionally, certain of our clients have become, and others may become, involved in legal proceedings or governmental inquiries relating to our programs and solutions or marketing practices. As a result, we may be subject to claims under our marketing agreements, and as of December 31, 2018 we have accrued $9.3 million for certain asserted claims, including claims for which no litigation has been commenced.

From time to time, our international operations also receive inquiries from consumer protection, insurance or data protection agencies. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings.

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

During the year ended December 31, 2017, a charge of $23.2 million was recorded relating to a cyber theft. An insurance claim related to this cyber theft is currently being pursued with the Company’s carriers and we expect a recovery in a future period which will be recorded when realizable.  

The Company believes that the amount accrued for the above litigation and contingencies matters is adequate, and the reasonably possible loss beyond the amounts accrued will not have a material effect on its consolidated financial statements, taken as a whole, based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that accruals are adequate and it intends to vigorously defend itself against such matters, unfavorable resolution could occur, which could have a material effect on the Company’s consolidated financial statements, taken as a whole.

Surety Bonds and Letters of Credit

In the ordinary course of business, the Company is required to provide surety bonds to various state authorities in order to operate its membership, insurance and travel agency programs. As of December 31, 2018, the Company provided guarantees for surety bonds totaling approximately $6.4 million and issued letters of credit totaling $6.5 million.

Leases

The Company has noncancelable operating leases covering various facilities and equipment. Rent expense totaled $15.3 million, $15.6 million and $15.3 million for the years ended December 31, 2018, 2017 and 2016. At each of December 31, 2018 and 2017, the Company has accrued $0.8 million, included in other long-term liabilities on the consolidated balance sheets, in connection with asset retirement obligations relating to its leased facilities.

Future minimum lease payments required under non-cancelable operating leases, net of sublease receipts, as of December 31, 2018 are as follows:

	Amount
	(in millions)
2019	$	18.2
2020		17.3
2021		15.7
2022		13.9
2023		10.2
Thereafter		2.8
Future minimum lease payments	$	78.1

15. SHARE-BASED COMPENSATION

In connection with the closing of the Apollo Transactions on October 17, 2005, Affinion Holdings adopted the 2005 Stock Incentive Plan (the “2005 Plan”). The Board was authorized to grant up to 4.9 million shares of Affinion Holdings’ common stock under the 2005 Plan over a ten year period. As discussed below, no additional grants may be made under Affinion Holdings’ 2005 Plan on or after November 7, 2007, the effective date of the 2007 Plan, as defined below. As discussed below, on November 9, 2015, the effective date of the Reclassification (as defined below), existing option awards under the 2005 Plan were adjusted in accordance with their terms. Generally, existing options for Class A Common Stock (as defined below) under the 2005 Plan have been converted into options for shares of Affinion Holdings’ Class C Common Stock, $0.01 par value per share (the “Class C Common Stock”), and Affinion Holdings’ Class D Common Stock, $0.01 par value per share (the “Class D Common Stock” and, together with the Class C Common Stock, the “Class C/D Common Stock”), and both the exercise price and the number of shares of Class C Common Stock and Class D Common Stock underlying such options have been adjusted.

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

On November 9, 2015, in conjunction with the 2015 Exchange Offers, the 2015 Consent Solicitations and the 2015 Rights Offering, Affinion Holdings effected the Reclassification (the “Reclassification” and, together with the 2015 Exchange Offers, the 2015 Consent Solicitations, the 2015 Rights Offering and the related transactions, the “2015 Transactions”) as follows. Immediately prior to the Reclassification, Affinion Holdings’ Series A Warrants (the “Series A Warrants”) were mandatorily cashlessly exercised for shares of Affinion Holdings’ then existing Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Affinion Holdings’ Series B Warrants (the “Series B Warrants”) were cancelled for no additional consideration. In addition, all issued and outstanding options under the Webloyalty 2005 Plan and the 2007 Plan were cancelled for no additional consideration. Stock options issued and outstanding under the 2005 Plan were not affected by the cancellation. In accordance with the Reclassification, Affinion Holdings’ Class A Common Stock was converted into shares of Affinion Holdings’ Class C/D Common Stock. Issued and outstanding options under the 2005 Plan were converted into options to acquire shares of Affinion Holdings’ Class C Common Stock and shares of Affinion Holdings’ Class D Common Stock. The number of shares of Class C/D Common Stock subject to the issued and outstanding options was adjusted based on the conversion ratio utilized for the conversion of the Class A Common Stock, and the exercise price was correspondingly adjusted.

On November 9, 2015, the Company’s Board of Directors (the “Board” or “Board of Directors”) adopted the 2015 Equity Incentive Plan (the “2015 Plan”), which authorizes the Human Resources Committee (formerly the Compensation Committee) to grant stock options, restricted stock, RSUs and other equity-based awards. Under the 2015 Plan, 10% of the outstanding shares of common stock have been reserved for issuance pursuant to awards.

On November 14, 2018, upon the recommendation of the Human Resources Committee, the Board adopted an amendment to the 2015 Plan (the “Plan Amendment”) to amend the 2015 Plan to increase the aggregate cap on Common Stock that may be issued to employees and directors of the Company from ten percent (10%) of the Common Stock to fifteen percent (15%) of the Common Stock (on a fully diluted basis, but excluding vested and unvested Common Stock and options or other rights to acquire Common Stock issued under the 2015 Plan).

For employee stock awards, the Company recognizes compensation expense over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The Company recognizes forfeitures as they occur. The Company has elected to recognize compensation cost for awards that only contain service conditions and that have a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Stock Options

During the year ended December 31, 2016, the Human Resources Committee granted options to employees under the 2015 Plan to purchase 887,500 shares of Affinion Holdings’ Common Stock. The options have a contractual life of 10 years and vest ratably on each of the first four anniversaries of the grant date. The exercise price of the options is $13.97 per share, the grant date fair value of a share of Affinion Holdings’ Common Stock.

On November 14, 2018, upon the recommendation of the Human Resources Committee, the Board approved a repricing (the “Repricing”) of 299,636 unvested stock options (the "Underwater Options") previously issued under the 2015 Plan. Prior to the Repricing, all of the Underwater Options had a per share exercise price in excess of the current fair market value per share of Affinion Holdings’ Common Stock and as such the Board determined that the Underwater Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the Repricing, the per share exercise price of the Underwater Options was repriced (the “Repriced Options”) to equal $5.00. The Repriced Options continue to vest in accordance with their existing vesting schedules. All other material terms and conditions of the Repriced Options remain the same.

On November 14, 2018, upon the recommendation of the Human Resources Committee, the Board authorized the grant of options to employees under the 2015 Plan, as amended by the Plan Amendment, to purchase 827,500 shares of Affinion Holdings’ Common Stock. Options granted would have a contractual life of ten years and would vest ratably on each of the first four anniversaries of the grant date. The exercise price of the options will be $5.00 per share. As of December 31, 2018, none of the options authorized on November 14, 2018 have been granted.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model based on the assumptions noted in the following table. Expected volatilities are based on historical volatilities of comparable companies.

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The expected term of the options granted represents the period of time that options are expected to be outstanding, and is based on the average of the requisite service period and the contractual term of the option.

	2016Grants
Expected volatility		75	%
Expected life (in years)	6.5
Risk-free interest rate		1.64	%
Expected dividends	—

A summary of option activity for options to acquire shares of Class C/D Common Stock under the 2005 Plan during each of the three years ended December 31, 2018 is presented below (number of options in thousands):

	2005 Plan			2005 Plan			2005 Plan
	Grants to			Grants to			Grants to			Grants to
	Employees -			Employees -			Employees -			Board of
	Tranche A			Tranche B			Tranche C			Directors
Outstanding options at January 1, 2016		7			3			3			2
Granted	—			—			—				—
Exercised	—			—			—			—
Forfeited or expired		(5	)		(2	)		(2	)		(1	)
Outstanding options at December 31, 2016		2			1			1			1
Granted	—			—			—			—
Exercised	—			—			—			—
Forfeited or expired		—			—			—			—
Outstanding options at December 31, 2017		2			1			1			1
Granted	—			—			—			—
Exercised	—			—			—			—
Forfeited or expired		—			—			—			—
Outstanding options at December 31, 2018		2			1			1			1
Vested or expected to vest at December 31, 2018		2			1			1			1
Exercisable options at December 31, 2018		2			1			1			1
Weighted average remaining contractual term (in years)		5.3			5.3			5.3			5.3
Weighted average grant date fair value per option    granted in 2018	$	—		$	—		$	—		$	—
Weighted average exercise price of exercisable options    at December 31, 2018	$	147.12		$	147.12		$	147.12		$	147.12
Weighted average exercise price of outstanding options    at December 31, 2018	$	147.12		$	147.12		$	147.12		$	147.12

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

A summary of option activity for options to acquire shares of Common Stock granted under the 2015 Plan for each of the three years ended December 31, 2018 is presented below (number of options in thousands):

Outstanding options at January 1, 2016	—
Granted		888
Exercised	—
Forfeited or expired		(14	)
Outstanding options at December 31, 2016		874
Granted		—
Exercised		—
Forfeited or expired		(98	)
Outstanding options at December 31, 2017		776
Granted		—
Exercised		—
Forfeited or expired		(122	)
Outstanding options at December 31, 2018		654
Vested or expected to vest at December 31, 2018		654
Exercisable options at December 31, 2018		336
Weighted average remaining contractual term (in years)		7.2
Weighted average grant date fair value per option granted in 2018	$	—
Weighted average exercise price of exercisable options at December 31, 2018	$	13.97
Weighted average exercise price of outstanding options at December 31, 2018	$	9.86

Based on the estimated fair values of options granted, share-based compensation expense for the year ended December 31, 2018, 2017 and 2016 totaled $1.7 million, $1.7 million and $1.6 million, respectively. As of December 31, 2018, there was $1.9 million of unrecognized compensation cost related to unvested stock options, which will be recognized over a weighted average period of approximately 0.7 years.

Restricted Stock Units

On March 25, 2016, each of the non-employee members of the Board of Directors was granted RSUs under the 2015 Plan as a component of their annual compensation. The RSUs vested 3/12^ths as of the date of grant and an additional 1/12^th vested on March 31, 2016 and 1/12^th vested on the last day of the next eight months, until November 30, 2016. Subject to vesting, the RSUs granted to the non-employee directors will be settled in shares of Affinion Holdings’ common stock on the earlier to occur of a Change in Control (as defined in the 2015 Plan) and the third anniversary of the date of grant. In connection with the resignation of one of the directors, the RSUs awarded to the resigning director immediately vested. As these awards will be settled in shares of Affinion Holdings’ common stock, the Company has accounted for these RSUs as an equity award.

On October 24, 2017, six of the non-employee directors were granted RSUs under the 2015 Plan as a component of their annual compensation, however one of the non-employee directors waived receipt of such RSUs. Pursuant to the restricted stock unit agreement entered into with each director, each such director has been awarded 9,804 restricted stock units, (i) three-fourths (3/4) of which vested on the date of grant and (ii) the remaining one-fourth (1/4) vested in equal installments on each of October 31, 2017, November 30, 2017 and December 31, 2017, respectively. Each vested restricted stock unit will be settled by the delivery of one share of common stock of Affinion Holdings to the applicable director on the earlier to occur of (A) a “Change in Control” or (B) the third anniversary of the date of grant.

On December 18, 2017, RSUs were granted under the 2015 Plan in consideration of the Board service of the non-employee director who waived receipt of the October 24, 2017 award of RSUs as described above. Pursuant to the restricted stock unit agreement entered into, 9,804 restricted stock units were awarded, (i) 11/12ths of which vested on the date of grant and (ii) the remaining 1/12th vested on December 31, 2017. Each vested restricted stock unit will be settled by the delivery of one share of common stock of Affinion Holdings on the earlier to occur of (A) a “Change in Control” or (B) the third anniversary of the date of grant.

F-42

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

A summary of RSU activity under the 2015 Plan for each of the three years ended December 31, 2018 is presented below (number of RSUs in thousands):

	Number of			Weighted Average
	Restricted			Grant Date
	Stock Units			Fair Value
Outstanding restricted unvested awards at January 1, 2016	—
Granted		20		$	13.97
Vested		(20	)		13.97
Forfeited	—
Outstanding restricted unvested awards at December 31, 2016		—
Granted		59		$	7.14
Vested		(59	)		7.14
Forfeited	—
Outstanding restricted unvested awards at December 31, 2017		—
Granted		—			—
Vested		—			—
Forfeited		—
Outstanding restricted unvested awards at December 31, 2018		—

Based on the estimated fair value of the RSUs granted, share-based compensation expense for the year ended December 31, 2017 and 2016 totaled $0.4 million and $0.3 million, respectively. There was no share-based compensation expense related to RSUs recognized for the year ended December 31, 2018. As of December 31, 2018, there was no unrecognized compensation cost related to the RSU awards.

Incentive Awards

On March 16, 2015, the Human Resources Committee of the Board approved the terms of (i) the Affinion Group Holdings, Inc. 2015 Retention Award Program (the “2015 Retention Program”), an equity and cash incentive award program intended to foster retention of key employees of Affinion Holdings and its subsidiaries, and (ii) the awards (the “Retention Awards”) to each such key employee consisting of retention units (“RUs”) and a cash retention award (“CRA”) to be made by Affinion Holdings under the 2015 Retention Program. Each Retention Award will entitle the employee to one share of Affinion Holdings’ common stock for each RU and a cash payment in respect of the CRA, in each case, subject to applicable withholding taxes, when the applicable vesting conditions for the Retention Awards are met. The Retention Awards are subject to time-based vesting conditions. Upon termination of employment for any reason, an employee will forfeit the entire unvested portion of his or her Retention Award. In conjunction with the Reclassification, which was effective on November 9, 2015, Retention Awards under the 2015 Retention Program that called for vesting of Class A Common Stock will vest in an adjusted number of shares of Class C Common Stock and Class D Common Stock. During the year ended December 31, 2016, 6,466 shares of Class C Common Stock and 6,809 shares of Class D Common Stock vested, in addition to CRAs of approximately $2.0 million. During the year ended December 31, 2017, 5,858 shares of Class C Common Stock and 6,161 shares of Class D Common Stock vested, in addition to CRAs of approximately $1.8 million. During the years ended December 31, 2017 and 2016, the Company recognized expense related to the 2015 Retention Program of $0.7 million and $3.6 million, respectively, of which $0.4 million and $1.8 million, respectively, related to the common stock portion of the Retention Awards. There was no expense related to the 2015 Retention Program for the year ended December 31, 2018.

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer.

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AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

16. EMPLOYEE BENEFIT PLANS

The Company sponsors a domestic defined contribution savings plan that provides certain eligible employees an opportunity to accumulate funds for retirement. Under the domestic 401(k) defined contribution plan, the Company matched the contributions of participating employees based on 100% of the first 4% of the participating employee’s contributions up to 4% of the participating employee’s salary. The Company also sponsors certain other international defined contribution retirement plans that are customary in each local country. Under these local country defined contribution plans, the Company contributes between 6% and 10% of each participating employee’s salary or as otherwise provided by the plan. The Company recorded aggregate defined contribution plan expense of $5.8 million, $5.5 million and $5.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The Company sponsors certain other international defined benefit retirement plans that are customary in each local country, including a multi-employer plan in one country. Under these local country defined benefit pension plans, benefits are based on a percentage of an employee’s final average salary or as otherwise described by the plan. These plans are not material, individually or in the aggregate, to the consolidated financial statements.

17. RELATED PARTY TRANSACTIONS

Post-Closing Relationships with Cendant

Cendant has agreed to indemnify the Company, Affinion and the Company’s affiliates (collectively the “indemnified parties”) for breaches of representations, warranties and covenants made by Cendant, as well as for other specified matters, certain of which are described below. Affinion and the Company have agreed to indemnify Cendant for breaches of representations, warranties and covenants made in the purchase agreement, as well as for certain other specified matters. Generally, all parties’ indemnification obligations with respect to breaches of representations and warranties (except with respect to the matters described below) (i) are subject to a $0.1 million occurrence threshold, (ii) are not effective until the aggregate amount of losses suffered by the indemnified party exceeds $15.0 million (and then only for the amount of losses exceeding $15.0 million), and (iii) are limited to $275.1 million of recovery. Generally, subject to certain exceptions of greater duration, the parties’ indemnification obligations with respect to representations and warranties survived until April 15, 2007 with indemnification obligations related to covenants surviving until the applicable covenant has been fully performed.

In connection with the purchase agreement, Cendant agreed to specific indemnification obligations with respect to the matters described below.

Excluded Litigation. Cendant has agreed to fully indemnify the indemnified parties with respect to any pending or future litigation, arbitration, or other proceeding relating to accounting irregularities in the former CUC International, Inc. announced on April 15, 1998.

Certain Litigation and Compliance with Law Matters. Cendant has agreed to indemnify the indemnified parties up to specified amounts for: (a) breaches of its representations and warranties with respect to legal proceedings that (1) occur after the date of the purchase agreement, (2) relate to facts and circumstances related to the business of Affinion Group, LLC or Affinion International Holdings Limited (“Affinion International”), and (3) constitute a breach or violation of its compliance with law representations and warranties and (b) breaches of its representations and warranties with respect to compliance with laws to the extent related to the business of Affinion Group, LLC or Affinion International. Of the legal proceedings disclosed in Note 14—Commitments and Contingencies, the Lion Litigation is a matter that involves the Cendant Entities (as defined below) agreeing to indemnify us for any related liabilities.

Except with respect to the Lion Litigation, in which the Cendant Entities agreed to indemnify us for all losses, for the other matters, Cendant, Affinion and the Company have agreed that losses up to $15.0 million will be borne solely by the Company and losses in excess of $15.0 million will be shared by the parties in accordance with agreed upon allocations. The Company has the right at all times to control litigation related to shared losses and Cendant has consultation rights with respect to such litigation.

Prior to 2009, Cendant (i) distributed the equity interests it previously held in its hospitality services business (“Wyndham”) and its real estate services business (“Realogy”) to Cendant stockholders and (ii) sold its travel services business (“Travelport”) to a third party. Cendant continues as a re-named publicly traded company which owns the vehicle rental business (“Avis Budget,” together with Wyndham and Realogy, the “Cendant Entities”). Subject to certain exceptions, Wyndham and Realogy have agreed to share Cendant’s contingent and other liabilities (including its indemnity obligations to the Company described above and other liabilities to

F-44

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

the Company in connection with the Apollo Transactions) in specified percentages. If any Cendant Entity defaults in its payment, when due, of any such liabilities, the remaining Cendant Entities are required to pay an equal portion of the amounts in default. Wyndham held a portion of the preferred stock issued in connection with the Apollo Transactions until the preferred stock was redeemed in 2011, and a portion of the warrants issued in connection with the Apollo Transactions until the warrants expired in 2011, while Realogy was subsequently acquired by an affiliate of Apollo and remained an affiliate of Apollo until July 2013. Therefore, for the years ended December 31, 2018, 2017 and 2016, none of the Cendant Entities is a related party.

2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes

As discussed in Note 10—Long-Term Debt, on May 10, 2017, the Company completed the 2017 Exchange Offers and exercised its option under the 2017 Investor Purchase Agreement relating to Affinion’s 2010 senior notes, obligating the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund the redemptions of Affinion’s 2010 senior notes not tendered in the AGI Exchange Offer. On June 13, 2017, the Company exercised its options under the 2017 Investor Purchase Agreement relating to Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes, obligating the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund the redemptions of Affinion Holdings’ senior notes and the Investments senior subordinated notes not tendered in the Holdings Exchange Offer and Investments Exchange Offer, respectively. Prior to the completion of the 2017 Exchange Offers, Empyrean was the beneficial owner of 5% or more of the Company’s Common Stock. Upon consummation of the 2017 Exchange Offers, each of the Investors was the beneficial owner of 5% or more of the Company’s Common Stock. In connection with the 2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and redemption of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes as of December 31, 2017, the Company issued approximately $515.1 million aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 4,234,335 shares of Common Stock to the Investors, all of whom were related parties as a result of their beneficial ownership of 5% or more of the Company’s Common Stock.

18. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

As a matter of policy, the Company does not use derivatives for trading or speculative purposes.

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity for the Company’s long-term debt as of December 31, 2018.

																			Fair Value At
															2024 and				December 31,
	2019			2020			2021			2022			2023		Thereafter		Total		2018
	(in millions)
Fixed rate debt	$	0.4		$	0.5		$	—		$	681.5		$	—	$	—	$	682.4	$	520.6
Average interest rate		14.86	%		15.50	%		15.50	%		15.50	%
Variable rate debt	$	13.4		$	28.5		$	58.6		$	836.9		$	—	$	—	$	937.4	$	913.8
Average interest rate (a)		10.64	%		10.62	%		10.53	%		10.53	%

(a) Average interest rate is based on the estimated three month U.S. dollar LIBOR forward curve at December 31, 2018.

Foreign Currency Forward Contracts

Through April 30, 2017, on a limited basis the Company has entered into 30 day foreign currency forward contracts, and upon expiration of the contracts, entered into successive 30 day foreign currency forward contracts. The contracts have been entered into to mitigate the Company’s foreign currency exposures related to intercompany loans which are not expected to be repaid within the next twelve months and that are denominated in Euros and British pounds. The Company has not entered into such contracts subsequent to April 2017.

No realized gain or loss was recognized for the year ended December 31, 2018. During the years ended December 31, 2017 and 2016, the Company recognized a realized loss of $1.3 million and a realized gain of $4.1 million, respectively, on the forward contracts.

F-45

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Credit Risk and Exposure

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of receivables, profit-sharing receivables from insurance carriers, prepaid commissions and interest rate swaps. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties. Receivables are due from various marketing, insurance and business partners and the Company maintains an allowance for losses, based upon expected collectability.

Fair Value

The Company determines the fair value of financial instruments as follows:

a. Cash and Cash Equivalents, Restricted Cash, Receivable, and Accounts Payable—Carrying amounts approximate fair value at December 31, 2018 and 2017 due to the short-term maturities of these assets and liabilities.

b. Long-Term Debt—The Company’s estimated fair value of its long-term fixed-rate debt at December 31, 2018 and 2017 is based upon available information for debt having similar terms and risks. The fair value of the publicly-traded debt is the published market price per unit multiplied by the number of units held or issued without consideration of transaction costs. The fair value of the non-publicly-traded debt, substantially all of which is variable-rate debt, is based on third party indicative valuations and estimates prepared by the Company after consideration of the creditworthiness of the counterparties.

c. Contingent Consideration—The Company’s estimated fair value of its contingent consideration at December 31, 2018, which is included in accounts payable and accrued expenses and other long-term liabilities on the consolidated balance sheet, is based on significant inputs not observable in the market (Level 3). The fair value of the liability is based on a discounted cash flow model and the significant unobservable inputs used consist of discount rates.

Current accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, giving the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Level 1 inputs to a fair value measurement are quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

The following table summarizes financial instruments measured at fair value on a recurring basis as of December 31, 2018.

	Fair Value Measurements at December 31, 2018
	Fair Value at December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Contingent consideration	$	10.9	$	—	$	—	$	10.9

There were no financial instruments measured at fair value on a recurring basis as of December 31, 2017.

19. SEGMENT INFORMATION

Management evaluates the operating results of each of its reportable segments based upon several factors, of which the primary factors are net revenues and “Segment EBITDA,” which the Company defines as income from continuing operations before depreciation and amortization. The presentation of Segment EBITDA may not be comparable to similarly titled measures used by other companies.

F-46

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The Segment EBITDA of the Company’s three reportable segments does not include general corporate expenses. General corporate expenses include costs and expenses that are of a general corporate nature or managed on a corporate basis. Corporate costs include certain departmental service costs such as human resources, legal, corporate finance and accounting functions and unallocated portions of information technology, in addition to expenses previously recorded in corporate such as professional fees related to debt financing activities and share-based compensation costs. General corporate expenses have been excluded from the presentation of the Segment EBITDA for the Company’s three reportable segments because they are not reported to the chief operating decision maker for purposes of allocating resources among operating segments or assessing operating segment performance. The accounting policies of the reportable segments are the same as those described in Note 2—Summary of Significant Accounting Policies.

The ABG Sale, which was completed on August 15, 2018, comprised substantially all of the Company’s Insurance Solutions operating segment. Therefore, the Insurance Solutions operating segment is no longer considered a reportable segment and the operating results of the Insurance Solutions operating segment are not presented below. See Note 4—Discontinued Operations for more information on the ABG Sale.

Net Revenues

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	167.0
Global Customer Engagement		361.1		359.3		386.3
Subtotal		600.4		584.4		553.3
Legacy Membership and Package		99.4		139.7		189.8
Eliminations		—		—		(1.1	)
	$	699.8	$	724.1	$	742.0

Inter-segment net revenues were not significant to the net revenues of any one segment.

Segment EBITDA

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Global Loyalty	$	87.2		$	64.0		$	56.4
Global Customer Engagement		62.0			55.7			71.1
Subtotal		149.2			119.7			127.5
Legacy Membership and Package		34.9			40.1			41.3
Corporate		(76.4	)		(48.2	)		(56.2	)
	$	107.7		$	111.6		$	112.6

Provided below is a reconciliation of Segment EBITDA to income from continuing operations.

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Segment EBITDA	$	107.7		$	111.6		$	112.6
Depreciation and amortization		(48.2	)		(45.3	)		(55.3	)
Income from continuing operations	$	59.5		$	66.3		$	57.3

F-47

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Depreciation and Amortization

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	21.4	$	16.8	$	17.0
Global Customer Engagement		25.2		27.2		36.5
Subtotal		46.6		44.0		53.5
Legacy Membership and Package		1.6		1.3		1.8
	$	48.2	$	45.3	$	55.3

Segment Assets

	December 31,
	2018		2017
	(in millions)
Global Loyalty	$	366.8	$	354.7
Global Customer Engagement		217.1		243.6
Subtotal		583.9		598.3
Legacy Membership and Package		16.6		23.2
Corporate		81.5		16.1
Subtotal		682.0		637.6
Assets Held for Sale		—		129.3
	$	682.0	$	766.9

Capital Expenditures

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	12.6	$	14.7	$	8.3
Global Customer Engagement		15.2		21.5		23.1
Subtotal		27.8		36.2		31.4
Legacy Membership and Package		—		—		—
Corporate		2.6		0.4		1.5
Subtotal		30.4		36.6		32.9
Discontinued Operations		1.7		1.5		1.4
	$	32.1	$	38.1	$	34.3

Net Revenues

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
U.S.	$	422.2	$	451.9	$	446.8
U.K.		115.6		115.2		121.5
Other		162.0		157.0		173.7
	$	699.8	$	724.1	$	742.0

F-48

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Total Assets

	December 31,
	2018		2017
	(in millions)
U.S. (1)	$	481.5	$	543.4
U.K.		106.9		114.6
Other		93.6		108.9
	$	682.0	$	766.9

(1) Includes $0 and $129.3 million of assets held for sale at December 31, 2018 and 2017, respectively.

F-49

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Provided below is unaudited selected quarterly financial data for 2018 and 2017:

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
	(in millions, except per share data)
2018
Net revenues	$	189.0		$	179.3		$	177.1		$	154.4
Marketing and commissions	$	34.7		$	31.8		$	36.8		$	39.5
Operating costs	$	84.0		$	83.1		$	82.3		$	81.9
General and administrative	$	26.9		$	35.0		$	26.2		$	25.6
Facility exit costs	$	0.7		$	0.1		$	1.0		$	2.5
Depreciation and amortization	$	11.8		$	11.7		$	12.7		$	12.0
Loss from continuing operations, net of tax	$	(16.5	)	$	(30.7	)	$	(39.5	)	$	(57.8	)
Income (loss) from discontinued operations, net of tax (1)	$	(1.8	)	$	(3.1	)	$	456.9		$	(4.2	)
Net income (loss) (1)	$	(18.3	)	$	(33.8	)	$	417.4		$	(62.0	)
Earnings (loss) per share attributable to holders of Common    Stock
Basic earnings (loss) per share
Continuing operations	$	(1.25	)	$	(2.28	)	$	(2.91	)	$	(4.26	)
Discontinued operations (1)	$	(0.13	)	$	(0.22	)	$	33.51		$	(0.30	)
Net earnings (loss) per share (1)	$	(1.38	)	$	(2.50	)	$	30.60		$	(4.56	)
Diluted earnings (loss) per share
Continuing operations	$	(1.25	)	$	(2.28	)	$	(2.91	)	$	(4.26	)
Discontinued operations (1)	$	(0.13	)	$	(0.22	)	$	33.51		$	(0.30	)
Net earnings (loss) per share (1)	$	(1.38	)	$	(2.50	)	$	30.60		$	(4.56	)
2017
Net revenues	$	184.6		$	181.2		$	183.3		$	175.0
Marketing and commissions	$	45.6		$	42.4		$	42.5		$	43.0
Operating costs	$	86.9		$	103.6		$	81.1		$	80.7
General and administrative	$	22.5		$	24.4		$	21.2		$	17.7
Facility exit costs	$	—		$	1.4		$	(1.2	)	$	0.7
Depreciation and amortization	$	10.9		$	11.0		$	11.8		$	11.6
Income (loss) from continuing operations, net of tax (2)(3)	$	(1.4	)	$	(25.9	)	$	(21.0	)	$	2.4
Income from discontinued operations, net of tax (3)	$	9.5		$	0.8		$	10.2		$	1.0
Net income (loss) (2)	$	8.1		$	(25.1	)	$	(10.8	)	$	3.4
Earnings (loss) per share attributable to holders of Common    Stock
Basic earnings (loss) per share
Continuing operations (2)(3)	$	(0.21	)	$	(2.31	)	$	(1.54	)	$	0.17
Discontinued operations (3)	$	1.06		$	0.08		$	0.74		$	0.07
Net earnings (loss) per share (2)	$	0.85		$	(2.23	)	$	(0.80	)	$	0.24
Diluted earnings (loss) per share
Continuing operations (2)(3)	$	(0.21	)	$	(2.31	)	$	(1.54	)	$	0.17
Discontinued operations (3)	$	1.06		$	0.08		$	0.74		$	0.07
Net earnings (loss) per share (2)	$	0.85		$	(2.23	)	$	(0.80	)	$	0.24

(1) A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

F-50

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

(2) An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA.

(3) During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

21. GUARANTOR/NON-GUARANTOR SUPPLEMENTAL FINANCIAL INFORMATION

The following supplemental consolidating financial information presents, in separate columns,the consolidating balance sheets as of December 31, 2018 and 2017, and the related consolidating statements of comprehensive income (loss) and cash flows for the years ended December 31, 2018, 2017 and 2016 for (i) the Company, (which is a parent guarantor of the 2017 Notes) on a parent-only basis, with its investment in subsidiaries recorded under the equity method, (ii) the issuer of the 2017 Notes (Affinion) with its investment in subsidiaries recorded under the equity method,  (iii) the Guarantor Subsidiaries (the Company’s subsidiaries that guarantee the 2017 Notes) on a combined basis, (iv) the Non-Guarantor Subsidiaries (the Company’s subsidiaries that do not guarantee the 2017 Notes) on a combined basis and (v) the Company on a consolidated basis. The guarantees are full and unconditional and joint and several obligations of (1) the parent guarantor (the Company) and (2) each of the guarantor subsidiaries, all of which are 100% owned by the Company. There are no significant restrictions on the ability of the issuer of the 2017 Notes (Affinion) to obtain funds from any of its guarantor subsidiaries by dividends or loan.

During 2017, Affinion consummated the 2017 Exchange Offers, the issuance of the 2017 Notes and 2017 Warrants and redemptions of other existing notes. Under the 2017 Notes Indenture, the Company and certain domestic and international subsidiaries of Affinion guarantee the 2017 Notes. Accordingly, the Company has recast its previously reported statements of comprehensive income (loss) and cash flows for the year ended December 31, 2016 to reflect the guarantors and non-guarantors under the 2017 Notes.  

The supplemental financial information has been presented in lieu of separate financial statements of the guarantors as such separate financial statements are not considered meaningful.

F-51

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2018

(In millions)

									Non-
				Subsidiary			Guarantor		Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	58.4		$	9.7	$	16.6	$	—		$	84.7
Restricted cash		—			5.9			3.6		4.9		—			14.4
Receivables, net		—			2.5			79.9		27.1		—			109.5
Prepaid commissions		—			—			28.6		10.0		—			38.6
Other current assets		—			42.0			41.2		8.4		—			91.6
Total current assets		—			108.8			163.0		67.0		—			338.8
Property and equipment, net		—			6.7			82.3		2.9		—			91.9
Goodwill		—			—			127.6		45.8		—			173.4
Other intangibles, net		—			—			23.9		4.7		—			28.6
Investment in subsidiaries		—			2,311.0			68.2		—		(2,379.2	)		—
Intercompany loan receivable		—			360.8			—		23.4		(384.2	)		—
Intercompany receivables		35.4			—			1,248.9		—		(1,284.3	)		—
Other non-current assets		—			3.2			43.8		2.3		—			49.3
Total assets	$	35.4		$	2,790.5		$	1,757.7	$	146.1	$	(4,047.7	)	$	682.0
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	—		$	13.5		$	0.3	$	—	$	—		$	13.8
Accounts payable and accrued expenses		4.7			92.7			155.3		38.6		—			291.3
Deferred revenue		—			—			24.7		5.0		—			29.7
Income taxes payable		—			0.5			0.8		1.0		—			2.3
Total current liabilities		4.7			106.7			181.1		44.6		—			337.1
Long-term debt		—			1,558.8			0.4		—		—			1,559.2
Deferred income taxes		—			—			1.5		1.4		—			2.9
Deferred revenue		—			0.1			3.1		—		—			3.2
Intercompany loans payable		28.9			—			355.3		—		(384.2	)		—
Intercompany payables		—			1,242.8			—		41.5		(1,284.3	)		—
Other long-term liabilities		—			16.6			14.2		6.2		—			37.0
Negative carrying amount of subsidiaries, net		1,260.4			—			—		—		(1,260.4	)		—
Total liabilities		1,294.0			2,925.0			555.6		93.7		(2,928.9	)		1,939.4
Total Affinion Group Holdings, Inc. deficit		(1,258.6	)		(134.5	)		1,202.1		51.2		(1,118.8	)		(1,258.6	)
Non-controlling interest in subsidiary		—			—			—		1.2		—			1.2
Total deficit		(1,258.6	)		(134.5	)		1,202.1		52.4		(1,118.8	)		(1,257.4	)
Total liabilities and deficit	$	35.4		$	2,790.5		$	1,757.7	$	146.1	$	(4,047.7	)	$	682.0

F-52

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2017

(In millions)

									Non-
				Subsidiary			Guarantor		Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4.4		$	15.1	$	20.0	$	—		$	39.5
Restricted cash		—			0.8			3.5		5.6		—			9.9
Receivables, net		—			3.0			116.6		33.8		—			153.4
Prepaid commissions		—			—			27.3		6.4		—			33.7
Other current assets		—			23.9			34.6		11.1		—			69.6
Current assets held for sale		—			—			46.0		—		—			46.0
Total current assets		—			32.1			243.1		76.9		—			352.1
Property and equipment, net		—			4.6			93.1		5.8		—			103.5
Goodwill		—			—			129.4		37.0		—			166.4
Other intangibles, net		—			—			29.8		4.2		—			34.0
Investment in subsidiaries		—			2,648.7			54.5		—		(2,703.2	)		—
Intercompany loan receivable		—			355.5			—		5.0		(360.5	)		—
Intercompany receivables		33.7			—			2,663.5		—		(2,697.2	)		—
Other non-current assets		—			0.5			25.8		1.3		—			27.6
Non-current assets held for sale		—			—			83.3		—		—			83.3
Total assets	$	33.7		$	3,041.4		$	3,322.5	$	130.2	$	(5,760.9	)	$	766.9
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	—		$	13.4		$	0.5	$	—	$	—		$	13.9
Accounts payable and accrued expenses		3.7			72.9			167.6		48.5		—			292.7
Deferred revenue		—			—			29.1		6.1		—			35.2
Income taxes payable		—			0.4			0.9		1.9		—			3.2
Current liabilities held for sale		—			7.4			41.7		—		—			49.1
Total current liabilities		3.7			94.1			239.8		56.5		—			394.1
Long-term debt		—			1,886.7			0.6		—		—			1,887.3
Deferred income taxes		—			0.1			4.9		0.5		—			5.5
Deferred revenue		—			0.2			3.6		0.3		—			4.1
Intercompany loans payable		28.9			—			331.6		—		(360.5	)		—
Intercompany payables		—			2,649.3			—		47.9		(2,697.2	)		—
Other long-term liabilities		—			9.1			13.9		2.9		—			25.9
Negative carrying amount of subsidiaries, net		1,559.7			—			—		—		(1,559.7	)		—
Non-current liabilities held for sale		—			—			7.6		—		—			7.6
Total liabilities		1,592.3			4,639.5			602.0		108.1		(4,617.4	)		2,324.5
Total Affinion Group Holdings, Inc. deficit		(1,558.6	)		(1,598.1	)		2,720.5		21.1		(1,143.5	)		(1,558.6	)
Non-controlling interest in subsidiary		—			—			—		1.0		—			1.0
Total deficit		(1,558.6	)		(1,598.1	)		2,720.5		22.1		(1,143.5	)		(1,557.6	)
Total liabilities and deficit	$	33.7		$	3,041.4		$	3,322.5	$	130.2	$	(5,760.9	)	$	766.9

F-53

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2018

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	591.5		$	108.3		$	—		$	699.8
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions		—			0.1			99.5			43.2			—			142.8
Operating costs		—			43.5			241.3			46.5			—			331.3
General and administrative		0.2			62.7			40.6			10.2			—			113.7
Facility exit costs		—			—			3.9			0.4			—			4.3
Depreciation and amortization		—			0.9			40.4			6.9			—			48.2
Total expenses		0.2			107.2			425.7			107.2			—			640.3
Income (loss) from continuing operations		(0.2	)		(107.2	)		165.8			1.1			—			59.5
Interest income		—			—			—			0.2			—			0.2
Interest expense		—			(195.7	)		(0.8	)		(0.9	)		—			(197.4	)
Interest income (expense) - intercompany		(0.9	)		1.3			(1.6	)		1.2			—			—
Loss on extinguishment of debt		—			(32.0	)		—			—			—			(32.0	)
Other income (expense), net		—			(0.8	)		(0.2	)		(0.8	)		—			(1.8	)
Income (loss) from continuing operations before    income taxes		(1.1	)		(334.4	)		163.2			0.8			—			(171.5	)
Income tax benefit (provision)		—			33.4			(4.5	)		(1.9	)		—			27.0
Income (loss) from continuing operations, net    of tax		(1.1	)		(301.0	)		158.7			(1.1	)		—			(144.5	)
Income (loss) from discontinued operations, net    of tax		—			463.9			(16.1	)		—			—			447.8
Equity in income (loss) of subsidiaries		303.2			140.3			(2.3	)		—			(441.2	)		—
Net income (loss)		302.1			303.2			140.3			(1.1	)		(441.2	)		303.3
Less: net income attributable to non-    controlling interest		—			—			—			(1.2	)		—			(1.2	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	302.1		$	303.2		$	140.3		$	(2.3	)	$	(441.2	)	$	302.1
Net income (loss)	$	302.1		$	303.2		$	140.3		$	(1.1	)	$	(441.2	)	$	303.3
Currency translation adjustment, net of tax		(5.4	)		(5.4	)		(2.5	)		(3.1	)		10.9			(5.5	)
Comprehensive income (loss)		296.7			297.8			137.8			(4.2	)		(430.3	)		297.8
Less: comprehensive income attributable to    non-controlling interest		—			—			—			(1.1	)		—			(1.1	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	296.7		$	297.8		$	137.8		$	(5.3	)	$	(430.3	)	$	296.7

F-54

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2017

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	608.3		$	115.8		$	—		$	724.1
Expenses:
Cost of revenues, exclusive of depreciation and    amortization shown separately below:
Marketing and commissions		—			0.2			122.7			50.6			—			173.5
Operating costs		—			42.5			250.0			59.8			—			352.3
General and administrative		0.2			42.7			33.0			9.9			—			85.8
Facility exit costs		—			—			0.9			—			—			0.9
Depreciation and amortization		—			0.6			40.5			4.2			—			45.3
Total expenses		0.2			86.0			447.1			124.5			—			657.8
Income (loss) from continuing operations		(0.2	)		(86.0	)		161.2			(8.7	)		—			66.3
Interest income		—			—			0.1			0.2			—			0.3
Interest expense		(1.1	)		(138.9	)		(2.0	)		(0.8	)		—			(142.8	)
Interest income (expense) - intercompany		(0.7	)		0.2			0.1			0.4			—			—
Loss (gain) on extinguishment of debt		—			(6.9	)		10.4			—			—			3.5
Other expense, net		—			—			(0.4	)		—			—			(0.4	)
Income (loss) from continuing operations before    income taxes		(2.0	)		(231.6	)		169.4			(8.9	)		—			(73.1	)
Income tax benefit (provision)		—			(11.9	)		41.9			(2.8	)		—			27.2
Income (loss) from continuing operations,    net of tax		(2.0	)		(243.5	)		211.3			(11.7	)		—			(45.9	)
Income (loss) from discontinued operations,    net of tax		—			(31.9	)		53.4			—			—			21.5
Equity in income (loss) of subsidiaries		(23.2	)		252.2			(12.5	)		—			(216.5	)		—
Net income (loss)		(25.2	)		(23.2	)		252.2			(11.7	)		(216.5	)		(24.4	)
Less: net income attributable to non-    controlling interest		—			—			—			(0.8	)		—			(0.8	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	(25.2	)	$	(23.2	)	$	252.2		$	(12.5	)	$	(216.5	)	$	(25.2	)
Net income (loss)	$	(25.2	)	$	(23.2	)	$	252.2		$	(11.7	)	$	(216.5	)	$	(24.4	)
Currency translation adjustment, net of tax		6.2			6.3			(1.8	)		10.0			(14.4	)		6.3
Comprehensive income (loss)		(19.0	)		(16.9	)		250.4			(1.7	)		(230.9	)		(18.1	)
Less: comprehensive income attributable to non-    controlling interest		—			—			—			(0.9	)		—			(0.9	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	(19.0	)	$	(16.9	)	$	250.4		$	(2.6	)	$	(230.9	)	$	(19.0	)

F-55

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2016

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	620.4		$	121.6		$	—		$	742.0
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions		—			0.2			149.2			51.4			—			200.8
Operating costs		—			43.9			206.6			67.9			—			318.4
General and administrative		0.2			64.2			37.7			7.0			—			109.1
Facility exit costs		—			—			1.1			—			—			1.1
Depreciation and amortization		—			1.0			47.5			6.8			—			55.3
Total expenses		0.2			109.3			442.1			133.1			—			684.7
Income (loss) from continuing operations		(0.2	)		(109.3	)		178.3			(11.5	)		—			57.3
Interest income		—			—			0.4			0.1			—			0.5
Interest expense		(2.1	)		(69.6	)		(2.1	)		(1.0	)		—			(74.8	)
Interest income (expense) - intercompany		(0.7	)		(1.6	)		1.8			0.5			—			—
Other income, net		—			—			0.1			—			—			0.1
Income (loss) from continuing operations before    income taxes		(3.0	)		(180.5	)		178.5			(11.9	)		—			(16.9	)
Income tax benefit (provision)		—			(3.8	)		3.5			(3.1	)		—			(3.4	)
Income (loss) from continuing operations,    net of tax		(3.0	)		(184.3	)		182.0			(15.0	)		—			(20.3	)
Income (loss) from discontinued operations,    net of tax		—			(31.6	)		68.2			—			—			36.6
Equity in income (loss) of subsidiaries		18.7			234.6			(15.6	)		—			(237.7	)		—
Net income (loss)		15.7			18.7			234.6			(15.0	)		(237.7	)		16.3
Less: net income attributable to non-controlling    interest		—			—			—			(0.6	)		—			(0.6	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	15.7		$	18.7		$	234.6		$	(15.6	)	$	(237.7	)	$	15.7
Net income (loss)	$	15.7		$	18.7		$	234.6		$	(15.0	)	$	(237.7	)	$	16.3
Currency translation adjustment, net of tax		(9.5	)		(9.5	)		2.9			(1.4	)		8.1			(9.4	)
Comprehensive income (loss)		6.2			9.2			237.5			(16.4	)		(229.6	)		6.9
Less: comprehensive income attributable to non-    controlling interest		—			—			—			(0.7	)		—			(0.7	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	6.2		$	9.2		$	237.5		$	(17.1	)	$	(229.6	)	$	6.2

F-56

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2018 (In millions)  

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	302.1		$	303.2		$	140.3		$	(1.1	)	$	(441.2	)	$	303.3
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.9			41.1			6.9			—			48.9
Payment-in-kind interest		—			88.7			—			—			—			88.7
Amortization of debt discount, financing costs and    carrying value adjustment		—			16.0			—			—			—			16.0
Provision for accounts receivable loss		—			—			0.7			0.2			—			0.9
Loss on extinguishment of debt		—			32.0			—			—			—			32.0
Gain on sale of business		—			(530.1	)		57.0			—			—			(473.1	)
Facility exit costs		—			—			3.9			0.4			—			4.3
Share-based compensation		—			1.7			—			—			—			1.7
Deferred income taxes		—			0.9			(2.7	)		(1.2	)		—			(3.0	)
Equity in (income) loss of subsidiaries		(303.2	)		(140.3	)		2.3			—			441.2			—
Net change in assets and liabilities:
Receivables		—			(10.6	)		34.7			5.5			—			29.6
Prepaid commissions		—			—			(1.6	)		(4.0	)		—			(5.6	)
Other current assets		—			(18.1	)		0.6			2.1			—			(15.4	)
Other non-current assets		—			(2.7	)		(20.6	)		0.1			—			(23.2	)
Accounts payable and accrued expenses		1.1			6.4			12.2			(7.4	)		—			12.3
Deferred revenue		—			(0.1	)		2.9			—			—			2.8
Income taxes receivable and payable		—			0.1			2.5			(3.7	)		—			(1.1	)
Other long-term liabilities		—			(2.9	)		(1.0	)		2.9			—			(1.0	)
Other, net		—			(20.4	)		67.6			(44.3	)		—			2.9
Net cash provided by (used in) operating    activities		—			(275.3	)		339.9			(43.6	)		—			21.0
Investing Activities
Capital expenditures		—			(2.6	)		(28.0	)		(1.5	)		—			(32.1	)
Acquisition related payments, net of cash acquired		—			(6.5	)		—			0.8			—			(5.7	)
Proceeds from sale of business, net of cash    transferred		—			542.5			(25.2	)		—			—			517.3
Intercompany receivables and payables		—			—			(304.7	)		—			304.7			—
Net cash provided by (used in) investing    activities		—			533.4			(357.9	)		(0.7	)		304.7			479.5
Financing Activities
Borrowings under revolving credit facility, net		—			45.0			—			—			—			45.0
Principal payments on borrowings		—			(506.7	)		(0.4	)		—			—			(507.1	)
Financing costs		—			(0.3	)		—			—			—			(0.3	)
Dividend paid to non-controlling interest		—			—			—			(0.9	)		—			(0.9	)
Intercompany dividend		—			0.3			0.4			(0.7	)		—			—
Intercompany receivables and payables		—			255.8			—			48.9			(304.7	)		—
Intercompany loans		—			6.9			(1.9	)		(5.0	)		—			—
Net cash provided by (used in) financing    activities		—			(199.0	)		(1.9	)		42.3			(304.7	)		(463.3	)
Effect of changes in exchange rates on cash, cash    equivalents and restricted cash		—			—			(0.6	)		(2.1	)		—			(2.7	)
Net increase (decrease) in cash, cash equivalents and    restricted cash		—			59.1			(20.5	)		(4.1	)		—			34.5
Cash, cash equivalents and restricted cash, beginning of    period		—			5.2			33.8			25.6			—			64.6
Cash, cash equivalents and restricted cash, end of period	$	—		$	64.3		$	13.3		$	21.5		$	—		$	99.1

F-57

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017
(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	(25.2	)	$	(23.2	)	$	252.2		$	(11.7	)	$	(216.5	)	$	(24.4	)
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.6			42.0			4.2			—			46.8
Payment-in-kind interest		—			41.7			—			—			—			41.7
Amortization of debt discount, financing costs    and carrying value adjustment		—			3.1			(3.2	)		—			—			(0.1	)
Provision for accounts receivable loss		—			—			1.5			3.3			—			4.8
Loss (gain) on extinguishment of debt		—			6.9			(10.4	)		—			—			(3.5	)
Facility exit costs		—			—			1.4			—			—			1.4
Share-based compensation		—			2.5			—			—			—			2.5
Deferred income taxes		—			(2.1	)		(20.0	)		0.1			—			(22.0	)
Equity in (income) loss of subsidiaries		23.2			(252.2	)		12.5			—			216.5			—
Net change in assets and liabilities:
Receivables		—			(0.4	)		(15.2	)		(5.3	)		—			(20.9	)
Prepaid commissions		—			—			(0.6	)		(5.2	)		—			(5.8	)
Other current assets		—			(12.5	)		6.6			6.7			—			0.8
Other non-current assets		—			(0.4	)		3.6			0.7			—			3.9
Accounts payable and accrued expenses		—			(6.0	)		2.0			(6.8	)		—			(10.8	)
Deferred revenue		—			(0.1	)		(5.2	)		(0.1	)		—			(5.4	)
Income taxes receivable and payable		—			—			(0.2	)		—			—			(0.2	)
Other long-term liabilities		—			0.7			(1.4	)		0.9			—			0.2
Other, net		—			(2.7	)		1.0			(1.7	)		—			(3.4	)
Net cash provided by (used in) operating    activities		(2.0	)		(244.1	)		266.6			(14.9	)		—			5.6
Investing Activities
Capital expenditures		—			(0.4	)		(36.8	)		(0.9	)		—			(38.1	)
Acquisition related payments, net of cash acquired		—			—			—			(0.4	)		—			(0.4	)
Intercompany receivables and payables		—			(1.2	)		(332.4	)		—			333.6			—
Net cash provided by (used in) investing    activities		—			(1.6	)		(369.2	)		(1.3	)		333.6			(38.5	)
Financing Activities
Proceeds from borrowings		—			1,539.6			—			—			—			1,539.6
Borrowings (repayments) under revolving credit facility,    net		—			55.0			—			—			—			55.0
Principal payments on borrowings		(11.6	)		(1,394.4	)		(128.7	)		—			—			(1,534.7	)
Financing costs		—			(29.3	)		—			—			—			(29.3	)
Proceeds from issuance of warrants		0.5			—			—			—			—			0.5
Dividend paid to non-controlling interest		—			—			—			(0.7	)		—			(0.7	)
Intercompany receivables and payables		11.6			222.5			1.2			98.3			(333.6	)		—
Intercompany loans		—			(151.8	)		234.8			(83.0	)		—			—
Intercompany dividends		—			0.3			0.7			(1.0	)		—			—
Capital contribution to subsidiary		—			—			(5.9	)		5.9			—			—
Net cash provided by (used in) financing    activities		0.5			241.9			102.1			19.5			(333.6	)		30.4
Effect of changes in exchange rates on cash, cash equivalents and    restricted cash		—			(0.1	)		1.4			2.0			—			3.3
Net increase (decrease) in cash, cash equivalents and restricted cash		(1.5	)		(3.9	)		0.9			5.3			—			0.8
Cash, cash equivalents and restricted cash, beginning of period		1.5			9.1			32.9			20.3			—			63.8
Cash, cash equivalents and restricted cash, end of period		—			5.2			33.8			25.6			—			64.6
Less: cash, cash equivalents and restricted cash of discontinued    operations, end of period		—			—			(15.2	)		—			—			(15.2	)
Cash, cash equivalents and restricted cash, end of    period	$	—		$	5.2		$	18.6		$	25.6		$	—		$	49.4

F-58

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	15.7		$	18.7		$	234.6		$	(15.0	)	$	(237.7	)	$	16.3
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.4			49.5			6.8			—			56.7
Amortization of debt discount, financing costs and    carrying value adjustment		—			(23.0	)		(8.4	)		—			—			(31.4	)
Provision for accounts receivable loss		—			—			0.2			—			—			0.2
Facility exit costs		—			—			0.8			—			—			0.8
Share-based compensation		—			3.7			—			—			—			3.7
Deferred income taxes		—			0.4			2.7			(0.7	)		—			2.4
Equity in (income) loss of subsidiaries		(18.7	)		(234.6	)		15.6			—			237.7			—
Net change in assets and liabilities:
Receivables		—			(0.7	)		(25.9	)		1.0			—			(25.6	)
Prepaid commissions		—			—			3.6			0.1			—			3.7
Other current assets		—			8.5			5.7			(0.7	)		—			13.5
Other non-current assets		—			0.2			(2.0	)		1.2			—			(0.6	)
Accounts payable and accrued expenses		2.5			(4.6	)		4.3			(6.6	)		—			(4.4	)
Deferred revenue		—			(0.1	)		(13.2	)		(1.1	)		—			(14.4	)
Income taxes receivable and payable		—			(0.6	)		0.1			0.2			—			(0.3	)
Other long-term liabilities		—			4.9			(0.9	)		(1.0	)		—			3.0
Other, net		—			3.2			0.5			(1.6	)		—			2.1
Net cash provided by (used in) operating    activities		(0.5	)		(223.6	)		267.2			(17.4	)		—			25.7
Investing Activities
Capital expenditures		—			(1.5	)		(29.9	)		(2.9	)		—			(34.3	)
Intercompany receivables and payables		(2.2	)		—			(245.9	)		—			248.1			—
Net cash provided by (used in) investing    activities		(2.2	)		(1.5	)		(275.8	)		(2.9	)		248.1			(34.3	)
Financing Activities
Principal payments on borrowings		—			(7.7	)		(0.1	)		—			—			(7.8	)
Dividend paid to non-controlling interest		—			—			—			(0.5	)		—			(0.5	)
Intercompany receivables and payables		—			245.8			—			2.3			(248.1	)		—
Intercompany loans		—			(34.6	)		27.5			7.1			—			—
Intercompany dividends		—			—			0.5			(0.5	)		—			—
Capital contribution to subsidiary		—			(0.3	)		(13.9	)		14.2			—			—
Net cash provided by (used in) financing    activities		—			203.2			14.0			22.6			(248.1	)		(8.3	)
Effect of changes in exchange rates on cash, cash    equivalents and restricted cash		—			—			(2.0	)		(1.9	)		—			(3.9	)
Net increase (decrease) in cash, cash equivalents and    restricted cash		(2.7	)		(21.9	)		3.4			0.4			—			(20.8	)
Cash, cash equivalents and restricted cash, beginning of    period		4.2			31.0			29.5			19.9			—			84.6
Cash, cash equivalents and restricted cash, end of period		1.5			9.1			32.9			20.3			—			63.8
Less: cash, cash equivalents and restricted cash of    discontinued operations, end of period		—			—			(16.7	)		—			—			(16.7	)
Cash, cash equivalents and restricted cash, end of    period	$	1.5		$	9.1		$	16.2		$	20.3		$	—		$	47.1

F-59

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

22. SUBSEQUENT EVENTS

Liquidity and Capital Resources

On February 19, 2019, a cash interest payment of approximately $22.2 million was due under the Existing Credit Agreement. On February 26, 2019, Affinion entered into a forbearance agreement (the “First Forbearance Agreement”) with the requisite lenders under the Existing Credit Agreement in which such requisite lenders agreed to forbear from taking any action with respect to the failure of Affinion to pay interest on the loans as required under the Existing Credit Agreement on February 19, 2019, (the “Interest Payment Date”) that would otherwise constitute a default under the Existing Credit Agreement and constitute an event of default under Section 7.01(c) of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date until the earlier of March 5, 2019 and the occurrence of a termination event under the First Forbearance Agreement.

On March 1, 2019, Affinion entered into a forbearance agreement (the “Second Forbearance Agreement”) in connection with the Support Agreement with the requisite lenders under the Existing Credit Agreement in which such requisite lenders agreed to forbear from taking any action with respect to the failure of Affinion to (i) pay interest on the loans as required under the Existing Credit Agreement on the Interest Payment Date that would otherwise constitute a default under the Existing Credit Agreement and constitute an event of default under Section 7.01(c) of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date, (ii) deliver audited financial statements for the fiscal year ended December 31, 2018 that are not qualified in any material respect on or prior to the date that is 90 days after December 31, 2018 that would otherwise constitute a default and, if not remedied within 5 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default and (iii) comply with the requirements of Section 5.13 of the Existing Credit Agreement that would otherwise constitute a default and, if not remedied within 30 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default, in each case until June 3, 2019. On March 22, 2019, Affinion entered into an amendment to the Second Forbearance Agreement to add to the list of specified defaults and/or events of default under the Existing Credit Agreement with respect to which requisite lenders agree to forbear from taking any action until the earlier of June 3, 2019 and certain events of termination, the failure of Affinion to make any additional scheduled payments of interest and principal under the Existing Credit Agreement through June 3, 2019.

2019 Recapitalization

On March 4, 2019, noteholders of Affinion’s outstanding 2017 Notes, which collectively held, as of such date, approximately $647 million (95%) aggregate principal amount of the outstanding 2017 Notes (“Consenting Noteholders”), and the lenders holding approximately $904 million (96%) aggregate principal amount of the outstanding term loans and revolving loans under the Existing Credit Agreement (as defined below) (the “Consenting Lenders” and together, with the Consenting Noteholders and the Second Lien Commitment Parties, the “Consenting Stakeholders”) entered into an amended and restated support agreement (the “Support Agreement”) with Affinion Holdings, Affinion and certain other subsidiaries of the Company. Among other things, the Support Agreement contemplated (i) a private offer to exchange (the “2019 Exchange Offer”) outstanding 2017 Notes for shares of Affinion Holdings’ Class M common stock, par value $0.01 per share (“Class M Common Stock”), which shares of Class M Common Stock were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger (as described below) into shares of common stock (“New Common Stock”), par value $0.000001 per share, of Affinion Holdings as the surviving entity, (ii) entry into the Amended Credit Agreement, (iii) a rights offering (the “2019 Rights Offering”) giving tendering holders of the 2017 Notes and certain holders of Existing Common Stock the right to purchase an aggregate principal amount of $300.0 million of Affinion’s new Senior PIK Notes due 2024 (the “New Notes”) for an aggregate cash purchase price of $300.0 million and (iv) the Second Lien Commitment Parties agreed to waive certain conditions and requirements under the Second Lien Commitment Letter and agreed to amend terms relating to the repayment of amounts outstanding under the Second Lien Facility and related fees, if funded, as set forth in the Support Agreement (collectively, the “2019 Recapitalization”). Pursuant to the Support Agreement, each of the Consenting Noteholders agreed to tender its 2017 Notes in the 2019 Exchange Offer in exchange for the Class M Common Stock, New Penny Warrants, as applicable, and the right to participate in its pro rata share of the 2019 Rights Offering.

On April 10, 2019, Affinion Holdings completed the 2019 Recapitalization. To the extent that the issuance of New Common Stock to any investor or group of investors (whether as a result of participation in the 2019 Exchange Offer, the 2019 Pre-Emptive Rights Offer or pursuant to the Investor Purchase Agreement (as defined below)) would require the consent of, or notice to, any governmental authority (including the U.K. Financial Conduct Authority), and such consent or notice has not been obtained or delivered prior to the settlement of the 2019 Exchange Offer, new penny warrants (“New Penny Warrants”) were issued in lieu of shares of New Common Stock. Pursuant to the 2019 Exchange Offer, approximately $670.8 million of the 2017 Notes were exchanged for 725,678 shares of New Common Stock and 10,522,940 New Penny Warrants. Upon closing of the 2019 Exchange Offer, there remained outstanding approximately $10.7 million aggregate principal amount of the 2017 Notes. Previously, on March 20, 2019, Affinion entered into Supplemental Indenture No. 1 (the “Supplemental Indenture”) between Affinion and Wilmington Trust, National Association, as trustee, to the 2017 Notes Indenture. The Supplemental Indenture, which became operative on April 10, 2019, amended the 2017 Notes Indenture by (a) eliminating substantially all of the restrictive covenants, (b) making amendments to certain existing terms and (c) eliminating certain events of default and related provisions contained in the 2017 Notes Indenture.

F-60

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

As part of the 2019 Recapitalization, Affinion Holdings and Affinion jointly conducted the 2019 Rights Offering. The 2019 Rights Offering was for an aggregate principal amount of $300.0 million of New Notes. In connection with the 2019 Rights Offering, affiliates of Elliott Management Corporation (“Elliott”), Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (“Metro SPV”), Mudrick Capital Management, LP (“Mudrick”), affiliates of Empyrean Capital Partners, L.P. (“Empyrean”) and Corbin Capital Partners, L.P. (collectively, in such capacity, the “Financing Parties”) entered into the amended and restated investor purchase agreement (the “Investor Purchase Agreement”) with Affinion Holdings and Affinion, whereby the Financing Parties (or affiliates of the Financing Parties) agreed to purchase from Affinion an aggregate principal amount of New Notes that were unpurchased in the 2019 Rights Offering. On the closing of the 2019 Exchange Offer, Affinion and Affinion Holdings paid the Financing Parties, in accordance with the terms of the Investor Purchase Agreement, a financing premium of (i) $57.0 million in aggregate principal amount of New Notes and (ii) New Common Stock equal to 12.5% of the outstanding New Common Stock, after giving effect to the 2019 Exchange Offer, the Merger, the 2019 Pre-Emptive Rights Offer and the payment of such financing premium (but before giving effect to any dilution from a new management incentive plan (the “New MIP”) and the New Investor Warrants (as defined below)). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes, of which, together with $5.0 million previously held in escrow from the net proceeds of the ABG Sale, $153.0 million was used to pay accrued interest on our Term Loans (as defined within the Existing Credit Agreement) and to repay a portion of our Term Loans, $108.4 million was used to repay amounts outstanding under our Revolving Facility Loans (as defined within the Existing Credit Agreement) under the Existing Credit Agreement, including accrued interest, and $16.3 million was used to pay costs associated with the 2019 Recapitalization.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

In connection with the 2019 Exchange Offer, on February 28, 2019, the holders of 66-2/3% of the issued and outstanding warrants (the “2017 Warrants”) to purchase common stock, par value $0.01 per share, of Affinion Holdings (the “Existing Common Stock”), issued pursuant to that certain Warrant Agreement, dated as of May 10, 2017, by and between Affinion Holdings and American Stock Transfer & Trust Company, LLC, as transfer agent (the “2017 Warrant Agreement”), consented to an amendment to the 2017 Warrant Agreement as a result of which the 2017 Warrants, if unexercised, were mandatorily cashlessly exercised immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger (as defined below). Certain Consenting Stakeholders exercised their warrants using full physical settlement, subject to, and effective immediately following, the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger. In addition, Metro SPV LLC exercised for cash its Limited Warrant effective immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger.

Immediately following the consummation of the 2019 Exchange Offer and the exercises of the 2017 Warrants and the Limited Warrant, AGHI Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Affinion Holdings (“Merger Sub”), merged with and into Affinion Holdings with Affinion Holdings as the surviving entity (the “Merger”). The Merger was approved by the board of directors and stockholders of each of Affinion Holdings and Merger Sub. As a result of the Merger, (i) each holder of Class C Common Stock, par value $0.01 per share, of Affinion Holdings or Class D Common Stock, par value $0.01 per share, of Affinion Holdings (the “Class C/D Common Stock”) received for each share of Class C/D Common Stock cash equal to $0.01 per share of Class C/D Common Stock held thereby, (ii) each holder of Existing Common Stock, including as a result of the exercise of 2017 Warrants and the Limited Warrant as described above, received for each share of Existing Common Stock 0.089809 New Investor Warrants to be issued by Affinion Holdings (the “New Investor Warrants”) and (iii) each holder of Class M Common Stock received for each share of Class M Common Stock one share of New Common Stock of the surviving entity. In connection with the issuance of the Class M Common Stock, the Company and its stockholders approved an amendment to Affinion Holdings’ Fourth Amended and Restated Certificate of Incorporation to create a new class of common stock, designated as “Class M Common Stock,” having par value $0.01 per share (the “Charter Amendment”) and Fourth Amended and Restated By-laws to make them consistent with the Charter Amendment.

F-61

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Pursuant to the New Investor Warrant Agreement, dated as of April 10, 2019, by and between Affinion Holdings and American Stock Transfer & Trust Company, LLC, as warrant agent, each New Investor Warrant is exercisable for one share of New Common Stock at any time, subject to required regulatory approval and filings. In order to exercise its New Investor Warrant, a holder of New Investor Warrants will need to submit an exercise notice to Affinion Holdings, together with the exercise price equal of $67.12 per share. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by Affinion Holdings on the fifth year anniversary of the initial issuance thereof, for $0.01 per share. New Investor Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority. The New Investor Warrants will not be entitled to participate in dividends on New Common Stock but instead will benefit from customary anti-dilution protections that result in an adjustment of the conversion price when and if dividends, distributions or stock buy-backs are effected. In addition to the anti-dilution adjustments to exercise price in the event of dividends and distributions declared and paid on New Common Stock, the New Investor Warrant has limited and customary anti-dilution adjustments for stock dividends, splits, reverse-splits, reclassifications, reorganizations and similar transformative transactions that alter, amend or modify the New Common Stock.

Upon exercise of New Investor Warrants, such holders will be required to execute joinders to the New Stockholders Agreement.

The consummation of the 2019 Recapitalization resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This substantially limits our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes.

The Amended Credit Agreement

In connection with the consummation of the 2019 Recapitalization on April 10, 2019 (the “Closing Date”), Affinion entered into certain amendments to the Existing Credit Agreement (so amended, the “Amended Credit Agreement”) to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement. The Revolving Facility Lenders (as defined in the Existing Credit Agreement) and the Consenting Lenders agreed to extend the maturity of all Revolving Facility Loans (as defined in the Existing Credit Agreement) and such Consenting Lender’s outstanding Term Loans (so extended, the “2019 Term Loans”), as applicable, and consent to the proposed modifications with respect thereto in accordance with the terms and subject to the conditions set forth in the Fifth Amendment to the Existing Credit Agreement (the “Fifth Amendment”); upon the consummation of the 2019 Recapitalization, Term Loans held by Term Lenders (as defined in the Existing Credit Agreement) that did not agree to extend their Term Loans into 2019 Term Loans were deemed a separate tranche from the 2019 Term Loans (such Term Loans to be referred to as the “Non-Extended Term Loans”), and the Revolving Facility Commitments were reduced to $85.0 million.

The material terms of the Amended Credit Agreement are the following:  

The Amended Credit Agreement provides for quarterly amortization payments of the 2019 Term Loans totaling (i) for the first 3 years following the Fifth Amendment Effective Date, 0% per annum, (ii) for the fourth year following the Fifth Amendment Effective Date, 1.0% per annum and (iii) for each year thereafter 2.5% per annum, in each case, payable quarterly, with the balance payable upon the final maturity date. The 2019 Term Loans mature on April 10, 2024. The Revolving Facility Commitments under the Amended Credit Agreement mature on April 10, 2023. The Non-Extended Term Loans continue to be subject to an amortization schedule consistent with that set forth in the Existing Credit Agreement.

In addition, the Amended Credit Agreement requires Affinion to prepay outstanding term loans with:

• 100% of the net cash proceeds of asset sales and dispositions in excess of an amount per transaction and in the aggregate per fiscal year, subject, to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from any insurance or condemnation event, subject to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from extraordinary and non-recurring cash receipts in excess of an amount per receipt;

• 50% of Affinion’s excess cash flow beginning with the fiscal year ending December 31, 2019; and

• 100% of the net cash proceeds received from issuances of debt, subject to certain exclusions including certain debt permitted to be incurred under the Amended Credit Agreement.

F-62

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The terms of the Amended Credit Agreement allow Affinion to permanently reduce the revolving loan commitments at any time without premium or penalty, subject to the payment of customary LIBOR breakage costs, if any, and provided that the commitments may not be reduced below the aggregate outstanding amount of revolving loans and letters of credit. In addition, Affinion will be able to terminate the Amended Credit Agreement upon prior written notice, and, in some cases, be able to revoke such notice. Upon termination, Affinion will be required to repay all obligations outstanding under the Amended Credit Agreement and to satisfy all outstanding letter of credit obligations. Voluntary prepayments of 2019 Term Loans will be subject to (i) a make-whole premium for prepayments on or prior to the second anniversary of the Closing Date, and (ii) a prepayment premium of 103% of the principal amount prepaid after the second anniversary but on or prior to the third anniversary of the Closing Date. Voluntary prepayments of the Non-Extended Term Loans will continue to be subject to the premiums set forth in the Existing Credit Agreement.

The interest rates are based on, at Affinion’s option, with respect to (A) 2019 Term Loans, (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 5.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00% (“ABR”), in each case plus 4.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), and (B) revolving loans under the Amended Credit Agreement (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 4.00%, or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00%, in each case plus 3.00%.  The interest rates for the Non-Extended Term Loans will continue to be the same as those set forth in the Existing Credit Agreement.

Additionally, if any amount payable under the Amended Credit Agreement is not paid when due, (i) all overdue amounts owing under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0% or at the ABR plus the applicable margin plus an additional 2.0% if no rate is otherwise applicable thereto and (ii) all other principal amounts outstanding under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%.

Affinion has the option of requesting that loans be made as LIBOR loans, converting any part of outstanding ABR loans (other than swingline loans) to LIBOR loans and converting any outstanding LIBOR loan to an ABR loan, subject to the payment of LIBOR breakage costs. With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.

Affinion’s obligations under the Amended Credit Agreement continue to be guaranteed by Affinion Holdings and by each of Affinion’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions, and certain existing and subsequently acquired foreign subsidiaries, subject to certain exceptions.

The Amended Credit Agreement continues to be secured to the extent legally permissible by substantially all the assets of (i) Affinion Holdings, which continue to consist of a perfected first-priority pledge of all Affinion’s capital stock and (ii) Affinion and the subsidiary guarantors, including but not limited to: (a) a first-priority pledge of substantially all capital stock held by Affinion or any subsidiary guarantor (which pledge, with respect to stock of certain foreign subsidiaries, may be limited to 100% of the non-voting stock (if any) of such foreign subsidiaries and 65% of the voting stock of such foreign subsidiaries) and (b) perfected first-priority security interests in substantially all tangible and intangible assets of Affinion and each subsidiary guarantor, subject to certain exceptions.

The Amended Credit Agreement contains financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the Amended Credit Agreement include, among other things, limitations (all of which are subject to certain exceptions) on Affinion’s and its restricted subsidiaries’ (and in certain cases, Affinion Holdings’) ability to:

• declare dividends and make other distributions;

• redeem or repurchase Affinion’s or such restricted subsidiary’s capital stock;

• prepay, redeem or repurchase certain of Affinion’s or such restricted subsidiary’s junior indebtedness;

• make loans or investments (including acquisitions);

F-63

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

• incur additional indebtedness;

• grant liens;

• enter into sale-leaseback transactions;

• modify the terms of subordinated debt (and certain senior unsecured debt);

• enter into agreements that would restrict the ability of Affinion’s subsidiaries to pay dividends;

• change Affinion’s or such restricted subsidiary’s business or the business of its subsidiaries;

• merge or enter into acquisitions;

• sell Affinion’s or such restricted subsidiary’s assets; and

• enter into transactions with Affinion’s affiliates.

In addition, the Amended Credit Agreement requires Affinion to comply with a maximum Senior Secured Leverage Ratio (as defined in the Amended Credit Agreement) beginning with the fiscal quarter ending on September 30, 2020.

The events of default under the Amended Credit Agreement include, among others, nonpayment, material misrepresentations, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined in the Amended Credit Agreement) and cross-events of defaults and acceleration on material indebtedness. Upon the occurrence of an event of default and the acceleration of the outstanding term loans under the Amended Credit Agreement (including, without limitation, by way of automatic acceleration), the applicable prepayment premium that would have been due if the term loans were optionally prepaid at such time shall also become due and payable.

The New Notes

On April 10, 2019, Affinion issued $357.0 million aggregate principal amount of New Notes under a new indenture (the “New Notes Indenture”) by and among Affinion, the guarantors party thereto and GLAS Trust Company LLC, as trustee.

The New Notes are unsecured senior obligations of Affinion, as issuer, and each of Affinion Holdings’ and Affinion’s restricted subsidiaries that guarantee the Amended Credit Agreement (collectively, the “Guarantors”), as guarantors; provided that the obligations of any Guarantor that is organized in any jurisdiction other than the United States or the United Kingdom with respect to its guarantee is subordinated in right of payment to the prior payment in full in cash of all obligations under the Amended Credit Agreement (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified). The New Notes will mature on October 10, 2024, at their principal amount, plus accrued and unpaid interest to, but not including, the maturity date.

Interest on the New Notes accrues at a rate per annum of 18.00%. Interest on the New Notes will be payable semi-annually in arrears on April 10 and October 10, commencing on October 10, 2019. The Company will make each interest payment to the holders of record of the New Notes on the March 26 or September 25 record date immediately preceding the related interest payment date. The New Notes will accrue interest from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 10, 2024, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will be payable on the New Notes by increasing the principal amount of each holder’s New Notes in the register by an amount equal to the amount of interest for the applicable interest period (rounded up to the nearest whole dollar) for such holder’s New Notes (the “PIK Payment”). Following an increase in the principal amount of New Notes as a result of a PIK Payment, such New Notes will bear interest on such increased principal amount from and after the interest payment date in respect of which such PIK Payment was made.

Affinion may redeem the New Notes, at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Subject to the terms of the Amended Credit Agreement, at any time, upon a Change of Control (as defined in the New Indenture), holders have the right to require Affinion to make an offer to purchase the holders’ New Notes, in each case at a purchase price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

F-64

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

The New Indenture contains certain covenants that limit Affinion’s ability and the ability of its restricted subsidiaries to, among other things, (i) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock; (ii) pay dividends or make distributions; (iii) repurchase or redeem capital stock of Affinion or any parent of Affinion or subordinated indebtedness of Affinion or any restricted subsidiary of Affinion; (iv) make investments or acquisitions; (v) incur restrictions on the ability of certain of Affinion’s subsidiaries to pay dividends or to make other payments to Affinion; (vi) enter into transactions with affiliates; (vii) create liens; (viii) merge or consolidate with other companies or transfer all or substantially all of Affinion’s assets; and (ix) prepay, redeem or repurchase debt that is junior in right of payment to the New Notes.  In addition, the covenants restrict Affinion Holdings’ ability to engage in certain businesses or business activities. Affinion is also required to deliver financial statements of Affinion and its restricted subsidiaries.

The New Indenture also provides that if the Consolidated Net Leverage Ratio of Affinion on the maturity date of the New Notes is greater than or equal to 8.50 to 1.00, then, in lieu of Affinion making any required principal payment on the New Notes on such maturity date, the holders of a majority in aggregate principal amount of the New Notes outstanding may, with the consent of the Company elect to convert the then outstanding principal amount of the New Notes into New Common Stock, equal to a percentage of the fully diluted equity of the Company (calculated prior to dilution from the issuance of any New Common Stock, or securities convertible into New Common Stock, in each case issued under the New MIP), calculated by multiplying (A) 99.9999 by (B) (1) the aggregate outstanding principal amount of New Notes and any additional New Notes issued under the indenture (calculated after giving effect to any PIK Payments) as of such date divided by (2) the aggregate principal amount of New Notes and any additional New Notes issued under the indenture (including 18% PIK interest paid semi-annually on such New Notes and additional New Notes from the date of issuance thereof to the maturity date).

The Company is evaluating the accounting for the 2019 Recapitalization, including the treatment of debt issuance costs, for which there will be significant charges that impact future periods.

New Warrant Agreement; New Penny Warrants

In connection with the 2019 Exchange Offer and the Investor Purchase Agreement, on April 10, 2019, Affinion Holdings entered into a Warrant Agreement with American Stock Transfer & Trust Company, LLC, as warrant agent (the “New Warrant Agreement”), setting forth the terms of the New Penny Warrants to purchase shares of New Common Stock. Pursuant to the terms of the Warrant Agreement, the New Penny Warrants are immediately exercisable upon issuance and will have no stated expiration date. Each New Penny Warrant is exercisable for one share of New Common Stock at a price equal to $0.000001.

The New Penny Warrants contain customary provisions for the adjustment of the number of shares of New Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of New Common Stock to the extent that holders of New Penny Warrants are not permitted to participate on an as-exercised basis.

The New Penny Warrants will be immediately exercisable upon issuance and will have no stated expiration date. All of the New Penny Warrants will be mandatorily exercised no later than two business days after Elliott having received all regulatory approvals of, and submitted all required notices to, any governmental entity whose consent from, or notice to, is required for Elliott’s exercise of its New Penny Warrants. New Penny Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority.

F-65

AFFINION GROUP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unless otherwise noted, all dollar amounts are in millions, except per share amounts)

Holders of exercisable New Penny Warrants will be entitled to participate in dividends on an as-exercised basis.Holders of New Penny Warrants will not be entitled to any other rights of holders of New Common Stock until, and to the extent, they have validly exercised their New Penny Warrants. Upon exercise, such holders will be required to execute signature pages to the New Stockholders Agreement.

Neither the New Penny Warrants nor the New Common Stock issuable upon the exercise thereof were registered under the Securities Act or any state or foreign securities laws, but were instead issued in reliance upon exemptions from the registration requirements of the Securities Act. As a result, neither the New Penny Warrants nor the shares of New Common Stock issuable upon the exercise thereof may be offered or sold within the United States, or to, or for the account or benefit of, any United States person absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

New Registration Rights Agreement

On April 10, 2019, the Company and certain investors holding at least 7% of the New Common Stock on a fully diluted basis, including the Consenting Stakeholders, entered into the New Registration Rights Agreement, pursuant to which Affinion Holdings has granted the holders the right, under certain circumstances and subject to certain restrictions, to require Affinion Holdings to register under the Securities Act the shares of New Common Stock that are held or acquired by them, replacing the A&R Registration Rights Agreement that was terminated in connection with the Merger. The New Registration Rights Agreement is substantively similar to the A&R Registration Rights Agreement, except that there shall be no registration rights prior to an IPO.

F-66

EX-10.24

EXHIBIT 10.24

AMENDMENT NO. 1 TO THE AFFINION GROUP HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN

This Amendment (this “Amendment”), dated as of November 14, 2018, is made by Affinion Group Holdings, Inc., a Delaware corporation (the “Company”).  Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Equity Incentive Plan (as defined below).

RECITALS

A.The Board of Directors adopted the Affinion Group Holdings, Inc. 2015 Equity Incentive Plan (the “Equity Incentive Plan”) on November 9, 2015.

B.Section 5(b) of the Equity Incentive Plan restricts the number of shares of Common Stock that may be granted with respect to Awards under the Equity Incentive Plan to an aggregate of 1,010,370.

C.The Company desires to amend Section 5(b) of the Equity Incentive Plan to increase the aggregate cap on the shares of Common Stock that may be issued to Eligible Persons under the Equity Incentive Plan to fifteen percent (15%) of the shares of Common Stock (on a fully diluted basis, but excluding vested and unvested shares of Common Stock and Options or other Awards granted under the Equity Incentive Plan).

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Equity Incentive Plan and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendment to the Equity Incentive Plan

Section 5(b) of the Equity Incentive Plan is hereby amended and restated in its entirety as follows:

Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, the Committee is authorized to deliver under the Plan an aggregate number of shares of Common Stock equal to fifteen percent (15%) of the shares of Common Stock (on a fully diluted basis, but excluding vested and unvested shares of Common Stock and Options or other Awards granted under the Plan); (ii) subject to Section 12 of the Plan, grants of Options or SARs under the Plan in respect of no more than 252,593 shares of Common Stock may be made to any single Participant during any calendar year and, subject to Section 12 of the Plan, grants of Incentive Stock Options under the Plan in respect of no more than 252,593 shares of Common Stock may be made to any single Participant during any single calendar year; (iii) subject to Section 12 of the Plan, no more than 252,593 shares of Common Stock may be earned in respect of Performance Compensation Awards granted pursuant to Section 11 of the Plan to any single Participant for a single calendar year during a Performance Period, or in the event such Performance Compensation Award is paid in cash, other

securities, other Awards or other property, no more than the Fair Market Value of 252,593 shares of Common Stock on the last day of the Performance Period to which such Award relates; (iv) the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash bonus Award described in Section 11(a) of the Plan shall be $15,000,000; and (v) subject to Section 12 of the Plan, no more than 50,519 shares of Common Stock may be issued in respect of Awards granted to any single Participant who is a non-employee director for a single calendar year.

2. Miscellaneous.

a. The remaining provisions of the Equity Incentive Plan are hereby incorporated by reference, mutatis mutandis, as if such provisions were set forth fully herein.

b. Except as specifically amended hereby, the Equity Incentive Plan shall remain in full force and effect.

*          *          *          *          *

IN WITNESS WHEREOF, this Amendment is executed by the undersignedto be effective as of the date first written above.

THE COMPANY:
AFFINION GROUP HOLDINGS, INC.
By:	/s/ Gregory S. Miller
Name:	Gregory S. Miller
Title:	Executive Vice President and Chief
	Financial Officer

[Signature Page to Amendment No. 1 to the Equity Incentive Plan]

EX-10.31

EXHIBIT 10.31

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and Brian Fisher (“Executive”) (collectively the “Parties”) is made as of December 27, 2014 (the “Effective Date”).

WHEREAS, the Companies desire to employ Executive pursuant to the terms, provisions and conditions set forth in this employment agreement (the “Agreement”); and

WHEREAS, Executive desires to accept such employment on such terms, provisions and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:

Section 1.Employment Period. Subject to earlier termination in accordance with Section 3 of this Agreement, Executive shall be employed by the Companies for a period commencing on the Effective Date and ending on the first anniversary of the Effective Date (the “Employment Period”); provided, however, that the Employment Period shall automatically be renewed for successive one (1) year periods thereafter unless either the Company or Executive gives at least ninety (90) days’ written notice of its intention not to renew the Employment Period. Upon Executive’s termination of employment with the Company for any reason, Executive shall, at the request of the Company, immediately resign all positions with the Companies or any of their respective subsidiaries or affiliates, including any position as a member of any of the Companies’ Board of Directors.

Section 2.Terms of Employment.

(a)Position. During the Employment Period, Executive shall serve as Executive Vice President, General Counsel of the Company and will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such positions, including being responsible for general global legal and regulatory matters for the Company and its subsidiaries and such other duties as may be prescribed from time to time by the Chief Executive Officer of the Company reasonably consistent with such positions. Executive shall report directly to the Chief Executive Officer of the Company. If reasonably requested by the Company’s Board of Directors (the “Board”), Executive hereby agrees to serve (without additional compensation) as an officer and director of any member of the “Affinion Group” (as defined in Section 5(a) below).

(b)Duties. During the Employment Period, Executive shall have such responsibilities, duties, and authority that are customary for Executive’s positions, subject at all times to the control of the Board, and shall perform such services as customarily are provided by an executive of a corporation with Executive’spositions and such other services consistent with Executive’spositions, as shall be assigned to Executive from time to time by the Board. Executive agrees to devote all of Executive’sbusiness time to the business and affairs of the Companies and to use Executive’s commercially reasonable efforts to perform faithfully, effectively and efficiently Executive’sresponsibilities and obligations hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) serving on civic or charitable boards or committees and (ii) managing personal investments, so long as such activities do not materially interfere with the performance of Executive’s responsibilities hereunder. In addition, subject to the approval of the Chief Executive Officer of the Company inhis sole discretion, if Executive is requested to join the board of directors of another private or public company or investment fund (an “Entity”) and will be able to perform Executive’sduties hereunder despite the effort required for such board position, Executive may serve as a board member of said Entity.

(c)Compensation.

(i)Base Salary.   During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to Two Hundred Seventy-Five Thousand Dollars $275,000.00, less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company (as in effect from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to annual review for possible increase, and the Annual Base Salary shall not be reduced without Executive’s consent, unless the reduction is related to a broader compensation reduction that is not limited to Executive and does not exceed 10% of Executive’s Annual Base Salary.   For purposes of this Agreement, the definition of Annual Base Salary shall include all such increases, if any.

(ii)Bonuses. During the Employment Period, the Company shall establish a bonus plan for each fiscal year of the Company (each, the “Plan”) pursuant to which Executive will be eligible to receive an annual bonus (the “Bonus”). The Compensation Committee of the Board will administer the Plan and at such time as the Company becomes subject to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), establish in advance performance objectives for each year in accordance with Section 162(m) of the Code. In the event that the Company achieves the target established in the Plan based on actual performance, Executive shall be eligible to receive a Bonus in an amount equal to 75% of Executive’s Annual Base Salary (“Target Bonus”). Subject to Section 4, Executive will be entitled to receive the Bonus only upon the Company’s achievement of the specified performance objectives and if Executive is employed on the last day of the applicable fiscal year. The Bonus shall become payable in the following fiscal year on or before March 15 provided that the Compensation Committee of the Board certifies that the Company has achieved the applicable performance objectives and determines the amount of the bonus that shall be paid to each executive entitled to receive a bonus for the applicable fiscal year.     

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(iii)Benefits. During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Companies to the extent applicable generally to other senior executives of the Companies (except severance plans, policies, practices, or programs) subject to the eligibility criteria set forth therein, as such may be amended or terminated from time to time.

(iv)Expenses. During the Employment Period, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of Executive’s duties hereunder provided that Executive provides all necessary documentation in accordance with the Companies’ policies.

(v)Car Allowance.  During the Employment Period, Executive shall be eligible to receive a monthly car allowance equal to $1.445.00, subject to applicable taxes, in accordance with the Companies’ policy.

(vi)Equity Awards.  During the Employment Period, Executive will be eligible to receive equity awards under the Affinion Group Holdings, Inc. 2007 Stock Award Plan, as amended (the “Plan”), or such other equity plan of the Companies as in effect from time to time, which will be determined by the Board (or its designee), in its sole discretion.  The terms and conditions of any award issued to Executive under the Plan will be set forth in an award agreement between the Company and Executive.

Section 3.Termination of Employment.

(a)Death or Disability.  Executive’s employment shall terminate automatically upon Executive’s death. If Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 10(g) of its intention to terminate Executive’s employment. For purposes of this Agreement, “Disability” means (i) Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering employees of the Companies.

(b)Cause.   Executive’s employment may be terminated at any time by the Company for “Cause” (as defined below). For purposes of this Agreement, “Cause” shall mean Executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful misconduct or willful gross neglect; (iv) continued willful failure to substantially perform Executive’s duties as General Counsel; or (v) a material breach by Executive of this Agreement; provided that in the event of a termination pursuant to clause (iv) or (v), to the extent such failure to perform duties or material breach is subject to cure, the Company shall have notified Executive in writing describing such failure to perform duties or material breach and Executive shall have failed to cure such failure to perform or breach within thirty (30) days after Executive’s receipt of such written notice.

(c)Termination Without Cause. The Company may terminate Executive’s employment hereunder without Cause at any time.

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(d)Good Reason. Executive’s employment may be terminated at any time by Executive for Good Reason upon sixty (60) days’ prior written notice following the occurrence of the event giving rise to the termination for Good Reason. For purposes of this Agreement, “Good Reason” means voluntary resignation after any of the following actions taken by the Companies without Executive’s consent: (i) any material failure of the Companies to fulfill their obligations under this Agreement, (ii) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Companies, (iii) a material reduction in Executive’s Annual Base Salary or Target Bonus (excluding any diminution related to a broader compensation reduction that is not limited to Executive specifically and that is not more than 10% in the aggregate or any diminution to which Executive consented) or (iv) the relocation of Executive’s primary office to a location more than thirty-five(35) miles from the prior location;providedthat any such event shall not constitute Good Reason unless and until Executive shall have provided the Companies with notice thereof no later than sixty (60) days following the initial occurrence of such event and the Companies shall have failed to remedy such event within 30 days of receipt of such notice.

(e)Voluntary Termination. Executive’s employment may be terminated at any time by Executive without Good Reason upon ninety (90) days’ prior written notice.

(f)Termination as a Result of Non-Renewal of the Employment Period by the Company. The expiration of the Employment Period, and the termination of Executive’s employment upon the date of such expiration, on account of the Company giving notice to Executive of its desire not to extend the Employment Period in accordance with Section 1, shall be treated for purposes of this Agreement as a termination without Cause pursuant to Section 4(a).

(g)Notice of Termination. Any termination by the Company for Cause or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(g). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) if the “Date of Termination” (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(h)Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Cause, without Cause or by reason of Disability, or by Executive for Good Reason or without Good Reason, the date of receipt of the Notice of Termination (in the case of a termination with or without Good Reason, provided such Date of Termination is in accordance with Section 3(d) or Section 3(e)) or any later date specified therein pursuant to Section 3(g), as the case may be, (ii) if Executive’s employment is terminated by reason of death, the date of death, and (iii) the expiration of the Employment Period, and the termination of Executive’s employment upon the date of such expiration, on account of the Company giving notice to Executive of its desire not to extend the Employment Period in accordance with Section 3(f).

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Section 4.Obligations of the Company upon Termination.

(a)With Good Reason; Without Cause. If during the Employment Period the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:

(i)The Company shall pay to Executive as soon as reasonably practicable but no later than sixty (60) days following the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, and (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs; provided, that Executive was employed on the last day of such fiscal year (“Accrued Obligations”); and

(ii)The Company will pay Executive, an amount equal to 100% of the sum of (A) Executive’s Annual Base Salary and (B) Executive’s Target Bonus (the “Severance Payments”) such amounts to be paid on a monthly basis over a twenty-four (24) month period.

(b)Death or Disability. If Executive’s employment shall be terminated by reason of the Executive’s death or Disability, then the Company will provide Executive with the following severance payments and/or benefits: the Company shall pay Executive or Executive’s legal representatives (i) the Accrued Obligations; (ii) a lump sum equal to 100% of Executive’s Annual Base Salary; and (iii) the continuation of death or Disability benefits thereafter in accordance with the terms of such plans of the Companies then in effect (the payments and benefits described in clauses (ii) and (iii), the “Severance Benefits”). Thereafter, the Companies shall have no further obligation to Executive or Executive’s legal representatives.

(c)Cause; Other than for Good Reason. If Executive’s employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Companies shall have no further obligations to Executive other than for payment of the Accrued Obligations and any indemnification rights Executive may have pursuant to Section 9.

(d)Separation Agreement and General Release. The Company’s obligations to make payments under Sections 4(a)(ii) or 4(b) are conditioned on Executive’s or Executive’s legal representative’s executing a separation agreement and general release of claims against the Companies and their respective affiliates (and their respective officers and directors) in a form substantially similar to that attached hereto as Exhibit A, subject to changes as may be warranted to be made to such release to preserve the intent thereof for changes in applicable laws; provided, that, if Executive should fail to execute (or revokes) such release within sixty (60) days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payments or Severance Benefits contemplated under this Section 4.  Subject to the foregoing, the Severance Payments or Severance Benefits, as the case may be, shall be paid in full or begin to be paid, as the case may be, on the first payroll period occurring after the date that is sixty (60) days following the Date of Termination (with the first such payment inclusive of any Severance Payments or Severance Benefits that are otherwise payable during such initial sixty (60) day period).  

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Section 5.Restrictive Covenants.

(a)Non-Solicitation. During the Employment Period and ending on the third anniversary of the Executive’s termination of employment with the Company for any reason, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Companies and their respective affiliates (collectively, the “Affinion Group”) to leave the employ of the Affinion Group, or in any way interfere with the relationship between the Affinion Group, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Affinion Group or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Affinion Group to cease doing business with the Affinion Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Affinion Group, on the other hand.

(b)Non-Competition. Executive acknowledges that, in the course of Executive’s employment with the Affinion Group, Executive has become familiar, or will become familiar, with the Affinion Group’s “Confidential Information” and that such Executive’s services have been and will be of special, unique and extraordinary value to the Affinion Group. Therefore, Executive agrees that, during the Employment Period and ending on the second anniversary of Executive’s termination of employment with the Company for any reason (the “Non-Compete Period”), Executive shall not, directly or indirectly, engage in any business that markets, provides, administers or makes available membership-based programs, insurance-based programs, benefit packages as an enhancement to financial institutions or other customer accounts or loyalty-based programs (whether as of the date hereof or during the Non-Compete Period), anywhere in the world in which the Affinion Group is doing business. For purposes of this Section 5(b), the phrase “directly or indirectly, engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 5(b) shall prohibit Executive from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

(c)Non-Disclosure; Non-Use of Confidential Information. Executive shall not disclose or use at any time, either during Executive’s employment with the Companies or at any time thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or as required by law or legal process. Executive will take all appropriate steps to safeguard Confidential Information in Executive’s possession and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination of Executive’s employment with the Company, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the “Work Product” (as defined in Section 5(h)(ii)) of the business of the Affinion Group that Executive may then possess or have under his or her control.

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(d)Proprietary Rights. Executive recognizes that the Affinion Group possesses a proprietary interest in all Confidential Information and Work Product and has the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Affinion Group and Executive in writing. Executive expressly agrees that any Work Product made or developed by Executive or Executive’sagents during the course of Executive’s employment, including any Work Product which is based on or arises out of Work Product, shall be the property of and inure to the exclusive benefit of the Affinion Group. Executive further agrees that all Work Product developed by Executive (whether or not able to be protected by copyright, patent or trademark) during the course of Executive’semployment with the Companies, or involving the use of the time, materials or other resources of the Affinion Group, shall be promptly disclosed to the Affinion Group and shall become the exclusive property of the Affinion Group, and Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

(e)Enforcement.  If Executive commits a breach of any of the provisions of this Section 5 or Section 6 below, the Companies shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Companies are of a special, unique and extraordinary character and that any such breach will cause irreparable injury to the Companies and that money damages will not provide an adequate remedy to the Companies.  Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Companies at law or in equity.  Accordingly, Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement.    

(f)Blue Pencil.  If, at any time, the provisions of this Section 5 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and Executive and the Companies agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

(g)EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THIS SECTION 5 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.

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(h)Certain Definitions.

(i)As used herein, the term “Confidential Information” means information that is not generally known to the public (but for purposes of clarity, Confidential Information shall never exclude any such information that become known to the public because of Executive’s unauthorized disclosure) and that is used, developed or obtained by the Affinion Group in connection with its business, including, but not limited to, information, observations and data obtained by Executive while employed by the Affinion Group or any predecessors thereof concerning (A) the business or affairs of the Affinion Group, (B) products or services, (C) fees, costs and pricing structures, (D) designs, (E) analyses, (F) drawings, photographs and reports, (G) computer software, including operating systems, applications and program listings, (H) flow charts, manuals and documentation, (I) databases, (J) accounting and business methods, (K) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (L) customers and clients and customer or client lists, (M) other copyrightable works, (N) all production methods, processes, technology and trade secrets, and (O) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public (except as a result of Executive’s unauthorized disclosure) prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

(ii)As used herein, the term “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) that relates to the Affinion Group’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Companies together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.

Section 6.Non-Disparagement.   During the period commencing on the Effective Date and continuing until the third anniversary of the Executive’s termination of employment for any reason, neither Executive nor his or her agents, on the one hand, nor the Companies formally, or their respective senior executives or board of directors, on the other hand, shall directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages the other (including, in the case of communications by Executive or his or her agents, any of the Companies’ officers, directors or employees). The foregoing shall not be violated by truthful responses to legal process or governmental inquiry or by private statements to any of the Companies’ officers, directors or employees; provided, that in the case of Executive, such statements are made in the course of carrying out his or her duties pursuant to this Agreement.

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Section 7.Severance Payments. In addition to the foregoing, and not in any way in limitation of any right or remedy otherwise available to the Affinion Group, if Executive violates Section 5 or Section 6 hereof, any Severance Payments then or thereafter due from the Company to Executive shall be terminated immediately and the Company’s obligation to pay and Executive’s right to receive such Severance Paymentsshall terminate and be of no further force or effect.

Section 8.Executive’s Representations, Warranties and Covenants.

(a)Executive hereby represents and warrants to the Companies that:

(i)Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive;

(ii)the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;

(iii)Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person;

(iv)upon the execution and delivery of this Agreement by the Companies and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms;

(v)Executive understands that the Companies will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and

(vi)as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date.

(b)The Companies hereby represent and warrant to Executive that:

(i)the Companies have all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Companies;

(ii)the execution, delivery and performance of this Agreement by the Companies does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Companies are a party or any judgment, order or decree to which the Companies are subject;

(iii)upon the execution and delivery of this Agreement by the Companies and Executive, this Agreement will be a legal, valid and binding obligation of the Companies, enforceable in accordance with its terms; and

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(iv)the Companies understand that Executive will rely upon the accuracy and truth of the representations and warranties of the Companies set forth herein and the Companies consent to such reliance.

Section 9.Indemnification.  The Company shall secure directors’ and officers’ liability insurance for the benefit of Executive on terms at least equal to those applicable to the other directors and officers of the Company (which insurance, for Executive, shall provide for advancement of defense costs) and shall indemnify Executive to the maximum extent permitted under the General Corporate Law of Delaware.  

Section 10.General Provisions.

(a)Severability. It is the desire and intent of the Parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(b)Entire Agreement and Effectiveness. Effective as of the Effective Date, this Agreement embodies the complete agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may be related to the subject matter hereof in any way (but excluding the Management Investor Rights Agreement, dated as of October 17, 2005, and any stock options or equity awards granted under any equity compensation plans maintained by the Company or any affiliate, to the extent applicable).

(c)Successors and Assigns.

(i)This Agreement is personal to Executive and without the prior written consent of the Companies shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

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(ii)This Agreement shall inure to the benefit of and be binding upon the Companies and their respective successors and assigns. The Companies will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Companies to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform it if no such succession had taken place. As used in this Agreement, “Companies” shall mean the Companies as hereinbefore defined and any successor to their business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(d)Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(e)Enforcement.

(i)Arbitration. Except for disputes arising under Sections 5 and 6 of this Agreement (including, without limitation, any claim for injunctive relief), any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the Parties are unable to resolve by mutual agreement, shall be settled by submission by either Executive or the Companies of the controversy, claim or dispute to binding arbitration in New York (unless the Parties agree in writing to a different location), before a single arbitrator in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Each party shall bear its or his or her costs and expenses in any such arbitration and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his or her reasonable attorney’s fees and costs.

(ii)Remedies. All remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.

(iii)Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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(f)Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Companies and Executive and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

(g)Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit for overnight delivery with a reputable overnight courier service.

If to the Companies, to:

Affinion Group Holdings, Inc.

6 High Ridge Park

Stamford, CT 06905

Facsimile: (203) 956-1206

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Facsimile: (212) 872-1002
Attention: Adam Weinstein, Esq.

If to Executive, to:

Executive’s home address most recently on file with the Company.

(h)Withholdings Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(i)Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained herein shall survive any termination of Executive’s employment under this Agreement.

(j)Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. All references to a “Section” in this Agreement are to a section of the Agreement unless otherwise noted.

(k)Construction. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

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(l)Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision.  Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six (6) months after Executive’s separation from service (as such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of Executive’s death.  Notwithstanding anything in this Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall be the Date of Termination for purposes of this Agreement.  Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code.  In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code.  All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code.  To the extent that any reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, thatExecutive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies.  Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year.  Notwithstanding any of the foregoing to the contrary, the Companies and their respective officers, directors, employees or agents make no guarantee that the terms of this Agreement complies with, or is exempt from, the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or be exempt from, the provisions of Code Section 409A.  Executive shall have no legally binding right to any distribution or payment made to Executive in error.

(m)Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.`

AFFINION GROUP HOLDINGS, INC.
By:	/s/ Todd Siegel
Name:	Todd Siegel
Title:	Chief Executive Officer

AFFINION GROUP, INC.
By:	/s/ Todd Siegel
Name:	Todd Siegel
Title:	Chief Executive Officer

EXECUTIVE
	/s/ Brian Fisher
	Brian Fisher

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EXHIBIT A

GENERAL RELEASE

1. Termination of Employment. Brian Fisher (“Executive”) acknowledges that Executive’s last day of employment with Affinion Group Holdings, Inc. (together with Affinion Group, Inc., the “Company”) is (the “Termination Date”).

2. Full Release. For the consideration set forth in the Employment Agreement, by and between the Company and Executive, dated as of _________, 201__ (the “Employment Agreement”) and for other fair and valuable consideration therefor, Executive, for Executive, Executive’s heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges the Company, its parents, subsidiaries, affiliates, insurers, successors, and assigns, and their respective officers, directors, officers, employees, and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Company Entities”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this General Release, against the Company Entities arising out of or in any way related to Executive’s employment or termination of Executive’s employment; provided, however, that this shall not be a release with respect to any amounts and benefits owed to Executive pursuant to the Employment Agreement upon termination of employment, vested and accrued amounts under employee benefit plans of the Company, or Executive’s right to indemnification and directors and officers insurance as provided in Section 9 of the Employment Agreement.

3. Waiver of Rights Under Other Statutes. Executive understands that this General Release waives all claims and rights Executive may have under certain federal, state and local statutory and regulatory laws, as each may be amended from time to time, including but not limited to, the Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act) (“ADEA”), Title VII of the Civil Rights Act; the Employee Retirement Income Security Act of 1974; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans with Disabilities Act; the Worker Adjustment and Retraining Notification Act; the Connecticut Fair Employment Practices Act; and all other statutes, regulations, common law, and other laws in any and all jurisdictions (including, but not limited to, Connecticut) that in any way relate to Executive’s employment or the termination of Executive’s employment.

4. Informed and Voluntary Signature. No promise or inducement has been made other than those set forth in this General Release. This General Release is executed by Executive without reliance on any representation by Company or any of its agents. Executive states that that Executive is fully competent to manage Executive’s business affairs and understands that Executive may be waiving legal rights by signing this General Release. Executive hereby acknowledges that Executive has carefully read this General Release and has had the opportunity to thoroughly discuss the terms of this General Release with legal counsel of Executive’s choosing. Executive hereby acknowledges that Executive fully understands the terms of this General Release and its final and binding effect and that Executive affixes Executive’s signature hereto voluntarily and of Executive’s own free will.

East 107414585 v3

5. Waiver of Rights Under the Age Discrimination Act. Executive understands that this General Release, and the release contained herein, waives all of Executive’sclaims and rights under the ADEA. The waiver of Executive’s rights under the ADEA does not extend to claims or rights that might arise after the date this General Release is executed. The monies to be paid to Executive are in addition to any sums to which Executive would be entitled without signing this General Release. For a period of seven (7) days following execution of this General Release, Executive may revoke the terms of this General Release by a written document received by the General Counsel of the Company no later than 11:59 p.m. of the seventh day following Executive’s execution of this General Release. This General Release will not be effective until said revocation period has expired. Executive acknowledges that Executivehas been given up to [21/45]¹ days to decide whether to sign this General Release. Executive has been advised to consult with an attorney prior to executing this General Release and has been given a full and fair opportunity to do so.

6. Miscellaneous.

(a) This General Release shall be governed in all respects by the laws of the State of Connecticut without regard to the principles of conflict of law.

(b) In the event that any one or more of the provisions of this General Release is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this General Release is held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

(c) This General Release may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) The paragraph headings used in this General Release are included solely for convenience and shall not affect or be used in connection with the interpretation of this General Release.

(e) This General Release and the Employment Agreement represent the entire agreement between the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the Company and Executive. If any dispute should arise under this General Release, it shall be settled in accordance with the terms of the Employment Agreement.

(f) This General Release shall be binding on the executors, heirs, administrators, successors and assigns of Executive and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company Entities and the Releasors.

¹  Insert 45 days in the event of a layoff of two or more employees.

East 107414585 v3

IN WITNESS WHEREOF, the Parties hereto have executed this General Release on this day of.

AFFINION GROUP HOLDINGS, INC.
	By:
		Name:
		Title:
AFFINION GROUP, INC.
	By:
		Name:
		Title:
EXECUTIVE
Brian Fisher

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EX-10.37

Exhibit 10.37

Execution Version

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 13, 2018 (this “Fourth Amendment”), is made by and among Affinion Group, Inc., a Delaware corporation (the “Borrower”), HPS Investment Partners, LLC, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), the Required Lenders and, for purposes of Section 3 hereof, each other Loan Party party hereto.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Amended Credit Agreement.

RECITALS

A.AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), the Borrower, the Lenders from time to time party thereto and the Administrative Agent are parties to that certain Credit Agreement, dated as of May 10, 2017, (as amended by that First Amendment to Credit Agreement, dated November 30, 2017, that Second Amendment to Credit Agreement, dated as of May 4, 2018, that Third Amendment to Credit Agreement, dated as of July 16, 2018 and as further amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”; and as amended hereby, the “Amended Credit Agreement”), pursuant to which the Lenders have made certain Loans and provided certain Commitments (subject to the terms and conditions thereof) to the Borrower;

B.The Borrower wishes, and the Required Lenders signatory hereto and the Administrative Agent are willing to permit, the release of $45,000,000 of the $50,000,000 Net Proceeds from the Bridges Sale currently in that certain escrow account established pursuant to Section 6.05(h), (i) $32,000,000 of which shall be used solely for the Borrower and its Subsidiaries’ working capital needs and/or to make an investment in one or more businesses, or capital expenditures or assets, in each case used or useful in a Similar Business, and pending such use, will be held solely in a deposit account subject to an Account Control Agreement in favor of the Collateral Agent and (ii) $13,000,000 of which shall immediately be used to prepay outstanding Term Loans together with the premium required under Section 6.05(h) in an amount equal to 3.00% of the aggregate principal amount being so prepaid (the “Fourth Amendment Prepayment”), in each case, pursuant to and subject to the terms of the Amended Credit Agreement; and

C.The Borrower wishes, and the Required Lenders signatory hereto and the Administrative Agent are willing, to amend the Existing Credit Agreement pursuant to Section 9.09(b) of the Existing Credit Agreement as more fully described herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

[Signature Page -- Fourth Amendment to Credit Agreement]

SECTION 1.Amendments to Existing Credit AgreementAs of the Fourth Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended, to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth on Exhibit A hereto.

SECTION 2.Conditions to Effectiveness This Fourth Amendment shall not become effective until the date (the “Fourth Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.09 of the Existing Credit Agreement):

(a) The Administrative Agent shall have received from Required Lenders, the Borrower and the other parties hereto, executed counterparts of this Fourth Amendment.

(b) The Administrative Agent shall have received, on behalf of itself, the Lenders, each Issuing Bank and each Swingline Lender on the Fourth Amendment Effective Date, the favorable written opinion of Akin Gump Strauss Hauer & Feld LLP, counsel to the Borrower, (i) in form and substance reasonably satisfactory to the Administrative Agent, (ii) dated as of the Fourth Amendment Effective Date and (iii) addressed to the Lenders, each Issuing Bank, each Swingline Lender and the Administrative Agent, covering such matters relating to this Fourth Amendment and the Loan Documents as the Administrative Agent shall reasonably request.

(c) The Administrative Agent shall have received a certificate from a Responsible Officer of Holdings, dated the Fourth Amendment Effective Date, confirming: (i) the representations and warranties set forth in the Loan Documents that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the date of the Fourth Amendment Effective Date, or if specifically specified in the Loan Documents as of the applicable earlier date, (ii) no Event of Default or Default has occurred and is continuing or would result here from, (iii) that attached to such certificate is a true and correct copy of the Second Lien Commitment Letter (as defined below), and (iv) that the condition set forth in Section 2(f) below has been satisfied.

(d) The Administrative Agent shall have received, to the extent invoiced at least 3 Business Days prior to the Fourth Amendment Effective Date, all amounts due and payable pursuant to the Loan Documents on or prior to the Fourth Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Latham & Watkins LLP) required to be reimbursed or paid by the Loan Parties hereunder, under any Loan Document.      

[Signature Page -- Fourth Amendment to Credit Agreement]

(e) The Administrative Agent shall have received a copy of a commitment letter executed by the applicable commitment parties for $20,455,000 of debt financing to be provided to the Borrower, which shall be in form and substance acceptable to the Administrative Agent (the “Second Lien Commitment Letter”); it being understood that the commitment letter dated as of November 13, 2018, among Holdings, the Borrower, Metro SPV LLC, Elliott Associates, L.P. and Empyrean Capital Partners, LP is acceptable to the Administrative Agent.

(f) Prior to or substantially concurrently with the Fourth Amendment Effective Date, the Borrower shall make the Fourth Amendment Prepayment.

(g) The Administrative Agent shall have received the financials required pursuant to Section 5.04(b) of the Amended Credit Agreement for the fiscal quarter ended September 30, 2018, and the Responsible Officer certificate required pursuant to Section 5.04(e) with respect to such fiscal quarter.

SECTION 3.Ratification and Affirmation.  The Borrower and each other Loan Party does hereby adopt, ratify, and confirm the Existing Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder.  The Borrower and each Other Loan Party hereby (a) acknowledges, renews and extends its continued liability under each Loan Document and agrees that each Loan Document remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and shall not be impaired or limited by the execution or effectiveness of this Amendment, (b) confirms and ratifies all of its obligations under the Loan Documents, including its obligations and the Liens and security interests granted by it under the Security Documents and (c) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Existing Credit Agreement as amended and supplemented hereby without impairing any such obligations or Liens in any respect.  Notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than the Borrower) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and nothing in the Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.09 of the Amended Credit Agreement.

SECTION 4.Miscellaneous

(a) Confirmation.  The provisions of the Loan Documents, as amended by this Fourth Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Fourth Amendment.

(b) Loan Document.  This Fourth Amendment and each agreement, instrument, certificate or document executed by the Borrower or any other Loan Party or any of its or their respective officers in connection therewith are “Loan Documents” as defined and described in the Amended Credit Agreement and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto and thereto.

[Signature Page -- Fourth Amendment to Credit Agreement]

(c) Counterparts.  This Fourth 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 Fourth Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

(d) Entire Agreement.  THIS FOURTH AMENDMENT, THE Amended CREDIT 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 FOURTH 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.

(f) THE PROVISIONS OF SECTIONS 9.13 and 9.17 OF THE AMENDED CREDIT AGREEMENT SHALL APPLY, MUTATIS MUTANDIS, TO THIS FOURTH Amendment.

[Remainder of page intentionally left blank]

[Signature Page -- Fourth Amendment to Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed and delivered as of the date first written above.

AFFINION GROUP, INC., as Borrower
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Executive Vice President and Chief Financial Officer

[Signature Page -- Fourth Amendment to Credit Agreement]

AFFINION GROUP HOLDINGS, INC.

AFFINION BENEFITS GROUP, LLC

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.

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By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Executive Vice President and Chief Financial Officer

AFFINION INVESTMENTS, LLC
By:	Affinion Group, Inc., its non-economic managing member
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Executive Vice President and Chief Financial Officer

AFFINION NET PATENTS, INC.
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Secretary and Treasurer

CONNEXIONS LOYALTY ACQUISITION, LLC
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Vice President and Treasurer

CUC ASIA HOLDINGS, by its partners
TRILEGIANT CORPORATION
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Executive Vice President and Chief Financial Officer

and
TRILEGIANT RETAIL SERVICES, INC.
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Executive Vice President and Chief Financial Officer

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INCENTIVE NETWORKS LLC
By:	/s/ GregoryS.Miller
Name:	Gregory S.Miller
Title:	Chief Financial Officer

AFFINION INTERNATIONAL HOLDINGS LIMITED
By:	/s/MicheleConforti
Name:	MicheleConforti
Title:	President and Managing Director, Global Customer Engagement

AFFINION INTERNATIONAL LIMITED
By:	/s/MicheleConforti
Name:	MicheleConforti
Title:	President and Managing Director

AFFINION INTERNATIONAL TRAVEL HOLDCO LIMITED
By:	/s/MicheleConforti
Name:	MicheleConforti
Title:	President and Managing Director

LOYALTY VENTURES LIMITED
By:	/s/Martin Child
Name:	Martin Child
Title:	Executive Vice President and President, Global Customer Engagement Revenue Enhancement

WEBLOYALTY INTERNATIONAL LIMITED
By:	/s/Martin Child
Name:	Martin Child
Title:	Executive Vice President and President, Global Customer Engagement Revenue Enhancement

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AFFINION INTERNATIONAL B.V.
By:	/s/RichardKemperman
Name:	RichardKemperman
Title:	Director

BASSAE HOLDING B.V.
By:	/s/RichardKemperman
Name:	RichardKemperman
Title:	Director

WEBLOYALTY HOLDINGS COÖPERATIEF U.A.
By:	/s/RichardKemperman
Name:	RichardKemperman
Title:	Director

WEBLOYALTY INTERNATIONAL SÀRL
By:	/s/MartinChild
Name:	MartinChild
Title:	Executive Vice President and President, Global Customer Engagement Revenue Enhancement

HPS INVESTMENT PARTNERS, LLC,
as Administrative Agent
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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SPECIALTY  LOAN  FUND  2016,  L.P.,  as  a
Term Lender and a Revolving Facility Lender By:HPSInvestmentPartners,LLC,itsInvestment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SPECIALTY LOAN ONTARIO FUND   2016, L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SLF2016-LHOLDINGS,L.P.,asaTermLender
By:HPSInvestmentPartners,LLC,itsInvestment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SLF 2016 INSTITUTIONAL HOLDINGS,
L.P., as a Term Lender and a Revolving Facility Lender
By: HPS Investment Partners, LLC, its Service Provider
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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SLF  2016  INSTITUTIONAL  HOLDINGS II,
L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Service Provider
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

MORENO STREET DIRECT LENDING
FUND, L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SPECIALTY LOAN VG FUND, L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

NDT SENIOR LOAN FUND, L.P., as a    Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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AIGUILLES ROUGES SECTOR B INVESTMENT FUND, L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SLF CX HOLDINGS, L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

CACTUS  DIRECT  HOLDINGS,  L.P.,  as    a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

PRIVATE  LOAN  OPPORTUNITIES FUND, L.P., as a Term Lender and a Revolving Facility Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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RED  CEDAR  HOLDINGS,  L.P.,  as  a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SWISS CAPITAL HPS PRIVATE DEBT FUND, L.P., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SANDLAPPER  CREDIT  FUND,  L.P.,  as    a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

KITTY  HAWK  CREDIT  FUND,  L.P.,  as   a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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AMERICAN   UNITED   LIFE INSURANCE COMPANY, as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

LINCOLN INVESTMENT SOLUTIONS, INC., as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

RELIANCE STANDARD LIFE INSURANCE COMPANY, as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

HOUSTON   CASUALTY   COMPANY,   as  a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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TMD-DL HOLDING, LLC, as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

PHILADELPHIA INDEMNITY INSURANCE COMPANY, as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SAFETY NATIONAL CASUALTY CORPORATION, as a Term Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

SPECIALTY LOAN FUND 2016-L, L.P., as   a Revolving Facility Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

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RED CEDAR FUND 2016, L.P., as a Revolving Facility Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

CACTUS DIRECT LENDING FUND, L.P.,as a Revolving Facility Lender
By: HPS Investment Partners, LLC, its Investment Manager
By:	/s/JeffreyFitts
Name:	JeffreyFitts
Title:	Managing Director

CITRON INVESTMENT CORPORATION, as a Term Lender
By:	/s/ Mr.XiangjunGuo
Name:	Mr.XiangjunGuo
Title:	Executive Director & President

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(Exhibit A)

CREDIT AGREEMENT

Dated as of May 10, 2017,

As Amended by the First Amendment to Credit Agreement dated as of November 30, 2017,

the Second Amendment to Credit Agreement dated as of May 4, 2018 and,

the Third Amendment to Credit Agreement dated as of July 16, 2018, and the

Fourth Amendment to Credit Agreement dated as of November 13, 2018,

Among

AFFINION GROUP HOLDINGS, INC.,

AFFINION GROUP, INC.,

as Borrower,

THE LENDERS PARTY HERETO,

and

HPS INVESTMENT PARTNERS, LLC

as Administrative Agent and Collateral Agent

As Amended by the First Amendment to Credit Agreement Dated as of November 30, 2017

HPS INVESTMENT PARTNERS, LLC

as Lead Arranger, Syndication Agent, Documentation Agent and Bookrunner

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Table of Contents
	Page
ARTICLE I DEFINITIONS
SECTION 1.01DefinedTerms	1
SECTION 1.02TermsGenerally	5253
SECTION 1.03[Reserved.]52	Divisions54
SECTION 1.04CurrencyTranslation	5254
SECTION 1.05 Letter ofCreditAmounts	5254
SECTION 1.06DutchTerms.	5355
ARTICLE II THE CREDITS
SECTION2.01Commitments	5355
SECTION 2.02 LoansandBorrowings	5455
SECTION 2.03 RequestsforBorrowings	5456
SECTION 2.04SwinglineLoans	5557
SECTION 2.05 LettersofCredit	5760
SECTION 2.06 FundingofBorrowings	6469
SECTION 2.07InterestElections	6570
SECTION 2.08 Termination and ReductionofCommitments	6671
SECTION 2.09 Repayment of Loans; EvidenceofDebt	6772
SECTION 2.10 Repayment of Term Loans and RevolvingFacilityLoans	6772
SECTION 2.11 PrepaymentofLoans	6974
SECTION2.12Fees	7176
SECTION2.13Interest	7378
SECTION 2.14 Alternate RateofInterest	7480
SECTION 2.15IncreasedCosts	7581
SECTION 2.16 BreakFundingPayments	7682
SECTION2.17Taxes	7782
SECTION 2.18 Payments Generally; Pro Rata Treatment; SharingofSet-offs	8186
SECTION 2.19 Mitigation Obligations; ReplacementofLenders	8388
SECTION2.20[Reserved]	8490
SECTION2.21Illegality	8490
SECTION 2.22CashCollateral	8490
SECTION 2.23DefaultingLenders	8591
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.01Organization;Powers	8793
SECTION3.02Authorization	8893
SECTION3.03Enforceability	8894
SECTION 3.04GovernmentalApprovals	8894
SECTION 3.05FinancialStatements	8994
SECTION 3.06 No Material Adverse Change or MaterialAdverseEffect	9095
SECTION 3.07 Title to Properties; PossessionUnderLeases	9095
SECTION3.08Subsidiaries	9196
SECTION 3.09 Litigation; CompliancewithLaws	9197
SECTION 3.10 FederalReserveRegulations	9298
SECTION 3.11 Investment Company Act; Public Utility HoldingCompanyAct	9298
SECTION 3.12 UseofProceeds	9298

	v
US-DOCS\101954982.7103794500.8

SECTION 3.13TaxReturns	9398
SECTION 3.14 NoMaterialMisstatements	9399
SECTION 3.15 EmployeeBenefitPlans	9499
SECTION 3.16EnvironmentalMatters	94100
SECTION 3.17SecurityDocuments	95101
SECTION 3.18 Location ofRealProperty	97102
SECTION3.19Solvency	97102
SECTION 3.20LaborMatters	97103
SECTION3.21Insurance	98103
SECTION 3.22SeniorDebt	98104
SECTION 3.23NoViolation	98104
SECTION 3.24HoldingsIndebtedness	98104
SECTION 3.25 PATRIOTAct,etc.	98104
SECTION 3.26SanctionsLaws	98104
SECTION 3.27 Anti-Corruption LawsandSanctions	99105
ARTICLE IV CONDITIONS OF LENDING
SECTION 4.01 AllCreditEvents	100105
SECTION 4.02ClosingDate	100106
ARTICLE V AFFIRMATIVE COVENANTS
SECTION 5.01 Existence; BusinessesandProperties	105110
SECTION5.02Insurance	105111
SECTION5.03Taxes	106112
SECTION 5.04 Financial Statements,Reports,etc.	107112
SECTION 5.05 Litigation andOtherNotices	109115
SECTION 5.06 CompliancewithLaws	110115
SECTION 5.07 Maintaining Records; Access to PropertiesandInspections	110116
SECTION 5.08 PaymentofObligations	110116
SECTION 5.09 UseofProceeds	111116
SECTION 5.10 Compliance withEnvironmentalLaws	111117
SECTION 5.11 Further Assurances;AdditionalSecurity	111117
SECTION 5.12 FiscalYear;Accounting	114119
SECTION5.13Rating	114119
SECTION 5.14LenderMeetings	114120
SECTION 5.15 Compliance withMaterialContracts	114120
SECTION 5.16 Compliance withAnti-CorruptionLaws	114120
SECTION 5.17Post-ClosingMatters	114120
ARTICLE VI NEGATIVE COVENANTS
SECTION6.01Indebtedness	115120
SECTION6.02Liens	118124
SECTION 6.03 Sale andLease-BackTransactions	123128
SECTION 6.04 Investments, LoansandAdvances	123129
SECTION 6.05 Mergers, Consolidations, Sales of AssetsandAcquisitions	126131
SECTION 6.06 DividendsandDistributions	129134
SECTION 6.07 TransactionswithAffiliates	131136
SECTION 6.08 Business of Holdings, the Borrower andtheSubsidiaries	133139

	vi
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SECTION 6.09 Limitation on Modifications and Payments ofIndebtedness;
Modifications of Certificate of Incorporation, By-Laws and Certain Other
Agreements;etc.	134139
SECTION 6.10 FinancialMaintenanceCovenants	136142
SECTION 6.11 Limitations on Change inFiscalPeriods	138143
SECTION 6.12SwapAgreements	138143
ARTICLE VII EVENTS OF DEFAULT
SECTION 7.01 EventsofDefault	138144
SECTION 7.02 Exclusion ofCertainSubsidiaries	141147
ARTICLE VIII THE AGENTS
SECTION 8.01 AppointmentandAuthority	141147
SECTION 8.02 Rights asaLender	142148
SECTION 8.03ExculpatoryProvisions	143148
SECTION 8.04 Reliance byAdministrativeAgent	144149
SECTION 8.05 DelegationofDuties	144150
SECTION 8.06 Resignation of theAdministrativeAgent	144150
SECTION 8.07 Non-Reliance on Administrative Agent andOtherLenders	145151
SECTION 8.08 No OtherDuties,Etc	146151
SECTION 8.09 Administrative Agent May File ProofsofClaim	146151
SECTION 8.10CollateralAgreementMatters	146152
SECTION 8.11WithholdingTax.	147153

ARTICLE IX

MISCELLANEOUS

SECTION9.01Notices	147153
SECTION 9.02 SurvivalofAgreement	149155
SECTION 9.03BindingEffect	149155
SECTION 9.04 SuccessorsandAssigns	150155
SECTION 9.05Expenses;Indemnity	156162
SECTION 9.06 RightofSet-off	158164
SECTION 9.07 PaymentsSetAside	159165
SECTION 9.08ApplicableLaw	159165
SECTION 9.09Waivers;Amendment	159165
SECTION 9.10 InterestRateLimitation	163169
SECTION9.11[Reserved]	164169
SECTION 9.12EntireAgreement	164169
SECTION 9.13 WAIVER OFJURYTRIAL	164170
SECTION9.14Severability	164170
SECTION9.15Counterparts	164170
SECTION9.16Headings	164170
SECTION 9.17 Jurisdiction; Consent to ServiceofProcess	165170
SECTION9.18Confidentiality	165171
SECTION 9.19 DirectWebsiteCommunications	166172
SECTION 9.20 Release of LiensandGuarantees	167173
SECTION 9.21 PowerofAttorney	168174
SECTION 9.22 PATRIOTActNotice	168174
SECTION 9.23 No Advisory orFiduciaryRelationship	168174
SECTION 9.24 Acknowledgement and Consent to Bail-In of EEA Financial Institutions	169175

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Exhibits and Schedules
ExhibitA	Form of Assignment andAcceptance
ExhibitB	[Reserved]
ExhibitC-1	Form of BorrowingRequest
ExhibitC-2	Form of Swingline BorrowingRequest
ExhibitD	Form of CollateralAgreement
ExhibitE	Form of GuarantyAgreement
ExhibitF	AuctionProcedures
ExhibitG	Tax ComplianceCertificates

Schedule1.01(b)	ImmaterialSubsidiaries
Schedule1.01(d)	UnrestrictedSubsidiaries

Schedule1.01(e)	Agreed SecurityPrinciples
Schedule1.01(f)	Foreign Security Documents and ForeignPledge Agreements
Schedule1.01(g)	LoanParties
Schedule2.01	Commitments andLenders
Schedule3.01	Organization and GoodStanding
Schedule3.04	GovernmentalApprovals
Schedule3.05(b)	Liabilities/Long-TermObligations
Schedule3.07(b)	Possession underLeases
Schedule3.08(a)	Subsidiaries
Schedule3.08(c)	Subscriptions
Schedule3.12	Notes
Schedule3.13	Taxes
Schedule3.15	Employee BenefitPlans
Schedule3.16	EnvironmentalMatters
Schedule3.18	RealProperty
Schedule3.20	LaborMatters
Schedule3.21	Insurance
Schedule3.24	HoldingsIndebtedness
Schedule5.17	Post-ClosingMatters
Schedule6.01	Indebtedness
Schedule6.02(a)	Liens
Schedule6.04	Investments; IntercompanyLoans
Schedule6.07	Transactions withAffiliates
Schedule6.09(c)	Contractual EncumbrancesandRestrictions
Schedule9.01(a)(i)	Loan Party NoticeInformation
Schedule9.01(a)(ii)	Administrative Agent NoticeInformation

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This CREDIT AGREEMENT (this “Agreement”), dated as of May 10, 2017, is made by among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), AFFINION GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined) from time to time party hereto, HPS INVESTMENT PARTNERS, LLC, as administrative agent (together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and as collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the “Collateral Agent”) for the Lenders.

WHEREAS, the Borrower has requested that the Lenders extend credit in the form  of  (a) Term  Loans  on  the  Closing  Date  in  an  aggregate  principal  amount  equal    to$1,340,000,000 and (b) Revolving Loans at any time and from time to time after the Closing Date and prior to the Maturity Date in an aggregate principal amount at any one time outstanding (when taken together with the face amount of Letters of Credit and Swingline Loans then outstanding) not to exceed $110,000,000. The proceeds of the Term Loans may be used on the Closing Date solely to fund the Transactions. The proceeds of the Revolving Loans and Letters  of Credit may be used on or after the Closing Date to provide for ongoing working capital requirements of theBorrower;

WHEREAS, the Borrower and each other Loan Party desire to secure all of the Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of the property and assets of the Borrower and the other Loan Parties, subject to the limitations described herein and in the Security Documents; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower, and the Issuing Banks are willing to issue, or cause Third Party LC Issuers to issue, Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the above premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

SECTION1.01Defined Terms.  As used in this Agreement, thefollowing terms shall have the meanings specifiedbelow:

“2017 Exchange” shall mean (x) the exchange of Senior Notes for 2017 Exchange Notes and warrants to acquire common stock, par value $0.01 per share, of Holdings or cash, (y) the exchange of Existing Holdings Notes for 2017 Exchange Notes and warrants to acquire common stock, par value $0.01 per share, of Holdings or cash and (z) the exchange of Affinion Investments Notes for 2017 Exchange Notes and warrants to acquire common stock,

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US-DOCS\101954982.7103794500.8

par value $0.01 per share, of Holdings or cash, in each case, pursuant to the terms of the 2017 Exchange Documents.

“2017 Exchange Documents” shall mean (i) the Support Agreement, dated March 31, 2017, among Holdings, the Borrower, Affinion International, Affinion Investments and each significant holder party thereto from time to time (including the exhibits and annexes thereto, the “Support Agreement”), (ii) the Investor Purchase Agreement, (iii) the Offering Memorandum and Consent Solicitation Statement, substantially in the form attached as Exhibit A to the Support Agreement, relating to the 2017 Exchange (the “2017 Exchange OM”) and (iv) the 2017 Exchange Notes Documents.

“2017 Exchange Notes” shall mean the 12.50%/14.00% Senior PIK/Toggle Notes due 2022 to be issued by the Borrower pursuant to the 2017 Exchange.

“2017 Exchange Notes Documents” shall mean, collectively, the 2017 Exchange Notes, the 2017 Exchange Notes Indenture and any documents, supplements, instruments and agreements delivered in connection therewith.

“2017 Exchange Notes Indenture” shall mean the Indenture, dated as of May 10, 2017, among the Borrower, as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee.

“ABR” shall mean, for any day, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate in effect on such date and (c) 2.00%.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, any ABR Revolving Loan or any Swingline Loan to the Borrower.

“ABR Revolving Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

ABR Term Loan Borrowing” shall mean a Borrowing comprised of ABR   TermLoans.

“Account Control Agreement” shall mean a tri-party deposit account,   securities account or commodities account control agreement by and among the applicable Loan Party, the Collateral Agent and the depository, securities intermediary or commodities intermediary, and each in form and substance reasonably satisfactory to the Administrative Agent and in any event

	-10-
US-DOCS\101954982.7103794500.8

providing to the Collateral Agent “control” of such deposit account, securities or commodities account within the meaning of Articles 8 and 9 of the Uniform Commercial Code.

“Additional  Mortgage”  shall  have  the  meaning  assigned  to  such  term       in Section 5.11(c).

“Adjusted Eurocurrency Rate” shall mean for any Interest Period with respect to a Eurocurrency Loan, a rate per annum equal to the higher of (a) 1.00 % and (b) a rate per annum determined by the Administrative Agent pursuant to the following formula:

Adjusted	Eurocurrency BaseRat
Eurocurrency Rate     =	1.0- Eurocurrency ReservePercentage

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent and any sub-agents.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified provided, however, that, for purposes of Section 6.05, 6.07 and 9.04 the term “Affiliate” shall also include any person that directly or indirectly owns 10% or more of any class of Equity Interests of the person specified or that is an officer or director of the Person.

“Affiliated Lender” shall mean any Affiliate of Holdings, the Borrower, their respective Subsidiaries or the Permitted Holders (other than a natural Person, or a holding company, investment vehicle or trust for or owned and operated for the primary benefit of a natural Person, or Holdings, the Borrower and their respective Subsidiaries).

“Affinion International” shall mean Affinion International Holdings Limited (UK), a limited liability company incorporated in England and Wales and a Subsidiary of the Borrower with registered number 03458969.

“Affinion International Notes” shall mean the 7.5% Senior Notes due in 2018 issued by Affinion International pursuant to the Affinion International Indenture.

“Affinion International Notes Documents” shall mean, collectively, the Affinion International Notes, the Affinion International Notes Indenture and any documents, supplements, instruments and agreements delivered in connection therewith.

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“Affinion International Notes Indenture” shall mean the Indenture, dated as of the November 9, 2015, among, among others, Affinion International as issuer and Wilmington Trust, National Association, as trustee.

“Affinion Investments” shall mean Affinion Investments LLC, a Delaware limited liability company and a Wholly Owned Subsidiary of the Borrower.

“Affinion Investments II” shall mean Affinion Investments II LLC (f/k/a Connexions Loyalty LLC and prior to that, Affinion Loyalty LLC), a Delaware limited liability company and a Wholly Owned Subsidiary of the Borrower.

“Affinion Investments Notes” shall mean the 13.50% Senior Subordinated Notes due 2018 issued by Affinion Investments pursuant to the Affinion Investments Notes Indenture.

“Affinion Investments Notes Documents” shall mean, collectively, the Affinion Investments Notes, the Affinion Investments Notes Indenture and any documents, supplements, instruments and agreements delivered in connection therewith.

“Affinion Investments Notes Indenture” shall mean the Indenture, dated as of the December 12, 2013, among Affinion Investments as issuer, Affinion Investments II as guarantor and Wells Fargo Bank, National Association, astrustee.

“Agent Fee Letter” shall have the meaning assigned to such term in the definition of “Fee Letters.”

“Agent Parties” shall have the meaning assigned to such term in Section 9.19(c). “Agents”  shall  mean  the collective reference to the lead arrangers, syndication agents, documentation agents or bookrunners identified in the cover page hereto.

“Agreed Security Principles” shall mean the principles set forth on Schedule 1.01(e) attached hereto.

“Agreement” shall have the meaning assigned to such term in the preamble hereto, as amended from time to time in accordance with the terms hereof.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates concerning or relating to bribery or corruption, including, without limitation: (a) the FCPA; (b) the UK Bribery Act 2010; (c) any activity prohibited by any resolution of the U.N. Security Council under Chapter VII of the U.N. Charter or the Organization for Economic Cooperation and Development’s Good Practice Guidance on Internal Controls, Ethics, and Compliance; (d) any laws implementing the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the Convention’s Commentaries; and (e) any other applicable anti-corruption or anti-briberylaws.

“Applicable Insurance Laws and Regulations” shall mean any laws, rules and

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regulations of any government or governmental authority or agency, including of any Applicable Insurance Regulatory Authority, applicable to the Insurance Business or the Insurance Subsidiaries.

“Applicable Insurance Regulatory Authority” shall mean, when used with respect to any Insurance Subsidiary, the insurance department or similar administrative authority or agency located in (x) the state or other jurisdiction in which such Insurance Subsidiary is domiciled or (y) to the extent asserting regulatory jurisdiction over such Insurance Subsidiary, the insurance department, authority or agency in each state or other jurisdiction in which such Insurance Subsidiary is licensed, and shall include any Federal insurance regulatory department, authority or agency that may be created in the future and that asserts regulatory jurisdiction over such Insurance Subsidiary.

“Applicable Margin” shall mean for any day (a) with respect to any Term Loan and Revolving Facility Loan (including each Swingline Loan), 7.75% per annum in the case of any Eurocurrency Loan, and 6.75% per annum in the case of any ABR Loan, and (b) with respect to the Commitment Fee, 0.75% per annum.

“Applicable Percentage” shall mean, in respect of the Term Loans, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Loans represented by (i) such Term Lender’s Term Loan Commitment at such time and (ii) after the termination of such Term Lender’s Term Loan Commitment, the principal amount of such Term Lender’s Term Loans at such time, and in respect of the Revolving Facility Loans, with respect to any Revolving Facility Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility Loans represented by such Revolving Facility Lender’s Revolving Facility Commitment at such time. If the commitment of each Revolving Facility Lender to make Revolving Facility Loans and the obligation of the Issuing Bank to make L/C Advances have been terminated pursuant to Section 7.01, or if the Revolving Facility Commitments have expired, then the Applicable Percentage of each Revolving Facility Lender in respect of the Revolving Facility Loans shall be determined based on the relative amounts of the Revolving Facility Exposures of such Revolving Facility Lender in respect of the total Revolving Facility Exposure most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Tranche is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, asapplicable.

“Approved     Fund”      shall      have     the     meaning     assigned     to      such     term     in Section 9.04(b).

“Asset Sale” shall mean any loss, damage, destruction or condemnation of, or any sale, assignment, conveyance, exclusive license, transfer or other disposition (including any sale and leaseback of assets and any mortgage, lease or sublease of Real Property, or by merger, allocation of assets, division, consolidation or amalgamation) to any person of any asset or assets of any of the Holdings, the Borrower or any Subsidiary.

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“Assignee” shall have the meaning assigned to such term in Section 9.04(b).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

“Auction” shall have the meaning assigned to such term in Section 2.11(e).

“Auction  Prepayment”  shall  have  the  meaning  assigned   to  such  term     in Section 2.11(e).

“Auction Procedures” shall mean the procedures set forth in Exhibit F hereto.

“Available  Unused  Commitment”  shall  mean,  with  respect  to  a    Revolving Facility Lender at any time, an amount equal to the amount by which (a) the aggregate amount of the Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility Exposure of such Revolving Facility Lender at such time.

“Average Liquidity” shall mean, as of any date, the average, for the 20 calendar day period ending on the day immediately prior to the applicable calculation date, of the sum  of (i) the aggregate Available Unused Commitment minus the face amount of letters of credit issued pursuant to Section 6.01(s), plus (ii) unrestricted cash (as determined in accordance with GAAP) of Holdings, the Borrower and itsSubsidiaries.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America, or any successor thereto.

“Board of Directors” shall mean, as to any person, the board of directors or managers, as applicable, of such person (or, if such person is a partnership, the board of directors or other governing body of the general partner of such person) or any duly authorized committee thereof. 5.11(c).

“Borrower” shall have the meaning assigned to such term in the preamble hereto. “Borrower  Notice”  shall  have  the  meaning  assigned  to  such  term in Section

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“Borrowing” shall mean a group of Loans of a single Type, Class and currencyand made on a single date to a single Borrower and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect

“Borrowing Minimum” shall mean $5,000,000; provided that with respect to Swingline Loans only, shall mean $2,000,000.

“Borrowing Multiple” shall mean $1,000,000; provided that with respect to Swingline Loans only, shall mean $100,000.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1.

“Bridges Purchase Agreement” shall mean that certain Membership Interest Purchase Agreement, dated as of July 3, 2018, by and among AIS Holdco, LLC, as purchaser and Affinion Group, LLC, as seller, Affinion Group, Inc. as seller parent and Affinion Benefits Group, LLC  as the company, as amended, supplemented or otherwise modified in a manner that is not materially adverse to theLenders.

“Bridges Sale” shall mean the disposition consummated pursuant to the Bridges Purchase Agreement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day”  shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbankmarket.

“Capital Expenditures” shall mean, for any person in respect of any period, without duplication, the aggregate of all expenditures incurred for any purchase or other acquisition of any asset, including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of such Person prepared in accordance with GAAP or are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person; provided, however, that Capital Expenditures shall not include:

(a)expenditures with funds that would have constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” but  for  the  application  of the first proviso to such clause(a);

(b)expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and the Subsidiaries within 12 months of receipt of suchproceeds;

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(c)interest capitalized during suchperiod;

(d)expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding Holdings, the Borrower or  any Subsidiary) and for which none of Holdings, the Borrower or any Subsidiary has  provided or is required to provide or incur or is otherwise liable for, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after suchperiod);

(e)the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided, that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originallyacquired;

(f)the purchase price of equipment purchased during such period to the extent that the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business;or

(g)Investments in respect of a Permitted BusinessAcquisition.

“Capital Lease” shall mean, with respect to any person, any lease of, or other arrangement conveying the right to use, any property by such Person as lessee that are required to be accounted for as a capital lease on a balance sheet of such person prepared in accordance with GAAP.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any Capital Lease, and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Administrative Agent, any applicable Issuing Bank or any applicable Swingline Lender (as applicable) and the Lenders, as collateral for unreimbursed L/C Disbursements, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Bank or applicable Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the applicable Issuing Bank or the applicable Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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“Cash Interest Expense” shall mean, with respect to any person on a consolidated basis for any period, Interest Expense for such period, less, without duplication, the sum of (a) pay-in-kind Interest Expense or other noncash Interest Expense (including as a result of  the  effects  of  purchase  accounting),  (b)  to  the  extent  included  in  Interest  Expense,the amortization of any financing fees paid by, or on behalf of, Holdings, the Borrower or any Subsidiary, including such fees paid in connection with the Transactions, (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements and (d) cash interest income of Holdings, the Borrower and the Subsidiaries for such period; provided, that Cash Interest Expense shall exclude any one-time financing fees paid in connection with the Transactions or one-time amendment fees paid in connection with any amendment of this Agreement.

“CFC” shall mean a “controlled foreign corporation” pursuant to Section 957  of the Code.

A “Change in Control” shall be deemed to occur if:

(a)a majority of the seats (other than vacant seats) on the Board of Directorsof Holdings shall at any time be occupied by persons who were neither (a) nominated by the Board of Directors of Holdings or a Permitted Holder, nor (b) appointed by directors so nominated; or

(b)a “change of control” shall occur under or with respect to any Junior Indebtedness constituting Material Indebtedness or any Permitted Refinancing Indebtedness in respect of any of the foregoing;or

(c)Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of all issued and outstanding Equity Interests of theBorrower;

(d)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Equity Interests of Holdings entitled to vote for members of the board of directors or equivalent governing body of such person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);or

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(e)upon the sale or disposition of all or substantially of the property and assets or business of the Borrower and its Subsidiaries, taken as a whole (in one transaction or a series of transactions) to any Person, other than to a Subsidiary Loan Party pursuant to a transaction expressly permitted by thisAgreement.

“Change in Law” shall mean the occurrence, after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental

Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Facility Loans, Term Loans, or Swingline Loans.

“Closing Date” shall mean May 10, 2017.

“COC Make Whole Premium Amount” shall mean, with respect to any Term Loan subject to a COC Payment Event, on any date of calculation, the excess of (i) (x) the prepayment price to prepay in full the principal amount of such Term Loan (including any prepayment premium payable pursuant to Section 2.12(e)) on the day immediately following the first anniversary of the Closing Date plus (y) the present value on such date of all interest that would have accrued on such Term Loan from the date of calculation through the date immediately following the first anniversary of the Closing Date (excluding accrued but unpaid interest to the date of such calculation) computed using a discount rate equal to the Treasury Rate as of such calculation date plus 50 basis points over (ii) the then outstanding principal amount of such TermLoans.

“COC Payment Event” shall have the meaning specified in Section 2.12(e).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time  to

time.

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“Collateral” shall mean all “Collateral” and “Mortgaged Property” referred to inthe Security Documents (including the Mortgaged Properties) and all other property that is or is intended to be subject to any Lien in favor of the Administrative Agent for the benefit of the Lenders.

“Collateral Access Agreement” shall mean a landlord waiver or other agreement, in a form as shall be reasonably satisfactory to the Collateral Agent, between the Collateral Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any premises where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Collateral Agreement” shall mean the Collateral Agreement, in the form of Exhibit D, as amended, supplemented or otherwise modified from time to time, among Holdings, the Borrower, each Subsidiary Loan Party and the Collateral Agent.

“Collateral and Guarantee Requirement” shall mean, at any time, subject to the Agreed Security Principles, the requirement that:

(a)the Administrative Agent shall have received (i) from Holdings, the Borrower and each other Subsidiary Loan Party a counterpart of the Collateral Agreement,dulyexecutedanddeliveredonbehalfofeachsuchpersonpartythereto,(ii) from Holdings, the Borrower and each Loan Party a counterpart of the Guaranty Agreement, duly executed and delivered on behalf of each such person party thereto,and (iii) on the Closing Date, the Foreign Security Documents listed on Schedule1.01(f);

(b)all outstanding Equity Interests of the Borrower, all other outstanding Equity Interests directly owned by any Loan Party (other than the Equity Interests of an Insurance Subsidiary to the extent that a pledge of such Equity Interests violates applicable law), and all Indebtedness owing to any Loan Party (other than intercompany indebtedness, which is governed by clause (c) below) shall have been pledged pursuant  to the Collateral Agreement (or other applicable Security Document) and the Administrative Agent shall have received certificates or other instruments representing or evidencing  all  such  Equity  Interests  (other  than  (i)  uncertificated  Equity  Interests, (ii) Equity Interests issued by Foreign Subsidiaries organized under the laws of a jurisdiction where receipt of such certificates or other instruments is not effective to perfect security interests in such Equity Interests and (iii) Equity Interests issued by a Foreign Subsidiary organized under the laws of an Excluded Jurisdiction) and any notes or other instruments representing such Indebtedness in excess of $5,000,000, together with stock powers, note powers or other instruments of transfer with respect thereto endorsed in blank, provided, that, (x) unless otherwise agreed by the Borrower and the Administrative Agent in any given case, in no event shall more than 65% of the issued and outstanding voting Equity Interests of any Excluded Foreign Subsidiary be pledged to secure Obligations of the Loan Parties and (y) the only Foreign Pledge Agreements

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required to be executed on the Closing Date shall be those set forth on Schedule 1.01(f);

(c)(i) all Indebtedness of Holdings, the Borrower and each Subsidiary (other than (x) intercompany Indebtedness incurred in the ordinary course of business in connection with the cash management operations and intercompany sales of the Borrower and each Subsidiary, (y) any Indebtedness not exceeding $1,000,000 and (z) to the extent that a pledge of such promissory note or instrument would violate applicable law) that is owing to any Loan Party shall be evidenced by a promissory note or an instrument in form satisfactory to the Administrative Agent and shall have been pledged pursuant to the Collateral Agreement (or other applicable Security Document), and (ii) the Administrative Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank (other than with respect to any such intercompany debt the perfection of the pledge of which is not achieved by delivery to the AdministrativeAgent);

(d)except as otherwise contemplated by any Security Document or elsewhere in this definition of Collateral and Guarantee Requirement (including with regard to deposit accounts), all documents and instruments, (including, in the United States of America, filings of Uniform Commercial Code financing statements and filings with the United States Copyright Office and the United States Patent and Trademark Office) and all other actions required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Administrative Agent for  filing, registration or the recording or taken concurrently with, or promptly following, the execution and delivery of each such SecurityDocument;

(e)except as set forth pursuant to any Security Document, each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with (i) the execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the granting by it of the Liens thereunder and (ii) the performance of its obligationsthereunder;

(f)subject to Section 5.11(g), in the case of any person that (i) becomes a Loan Party after the Closing Date, the Administrative Agent shall have received from such Loan Party, (A) a supplement or joinder to each of the Guaranty Agreement and the Collateral Agreement (other with respect to Foreign Subsidiary Loan Parties), in the form specified therein, duly executed and delivered on behalf of such person, (B) with respect to any Foreign Pledge Agreement that the Administrative Agent determines, based on the advice of counsel, to be necessary or advisable in connection with the pledge of Equity Interests or Indebtedness of a Foreign Subsidiary (other than a pledge of Equity Interests of any Foreign Subsidiary that is not directly owned by it, that is an Immaterial Subsidiary or that is organized under the laws of an Excluded Jurisdiction) owned by such Loan Party, a counterpart thereof, duly executed and delivered on behalf of such

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person, (C) with respect to any Foreign Security Document that the Administrative Agent determines, based on the advice of counsel, to be necessary or advisable in connection with the pledge of assets owned by such Foreign Subsidiary Loan Party, a counterpart thereof, duly executed and delivered on behalf of such person, (D) such other Security Documents as may be required to be delivered pursuant to Section 5.11, and (E) evidence that any other requirements of Section 5.11 shall have been complied with and (ii) becomes such a Subsidiary Loan Party, the Administrative Agent shall have received from the parent of such Subsidiary Loan Party, (A) supplements to the  applicable Security Documents pursuant to which it shall have pledged the Equity Interests in the other Subsidiaries owned by it, or other Security Documents, effecting the pledge of such Equity Interests in favor of the Administrative Agent, subject to the same exceptions and limitations as set forth in paragraph (c) above and clause (i)(B) above and (B) certificates and instruments representing or evidencing such Equity Interests, subject to the same exceptions and limitations as set forth in paragraph (c) above;and

(g)other than (i) an aggregate amount of not more than $2,000,000 at any one time,inthecaseofanyLoanParty,(ii)zerobalanceaccounts,(iii)accountsused exclusively to hold funds that are earmarked for the payment of taxes, (iv) amounts deposited into deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the Borrower or Borrower’s Subsidiaries’ employees, (v) any deposit account or securities account for the sole purpose of holding cash that serves as collateral or security under a letter of credit or other obligation not prohibited by any Loan Document, (vi) fiduciary accounts required to be maintained by any regulatory or quasi-regulatory body and (vii) deposit accounts and securities account outside of the United States or owned by a Foreign Subsidiary; make, acquire, or permit to exist Permitted Investments consisting of cash, cash equivalents, or amounts credited to deposit accounts or securities accounts unless such Person and the applicable bank or securities intermediary have entered into Account Control Agreements with the Collateral Agent governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments. Except as provided herein, no Loan Party shall maintain any deposit account or securities account unless the Collateral Agent shall have received an Account Control Agreement in respect of such deposit account or securitiesaccount.

Notwithstanding the foregoing, the Guaranty Agreement and the Security Documents shall provide that the obligations of any Foreign Subsidiary Loan Party under such agreements shall be subject to the limitations set forth in the Agreed Security Principles.

“Commitment   Fee”   shall   have   the   meaning   assigned   to   such   term  in Section 2.12(a).

“Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and/or Term Loan Commitment, (b) with respect to any Swingline Lender, such Swingline Lender’s Swingline Commitment and (c) with respect to any Issuing Bank, such Issuing Bank’s L/C Commitment.

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“Communications” shall have the meaning assigned to such term in Section 9.19(a).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit, to the extent undrawn) consisting of Capital Lease Obligations, bankers’ acceptances, Indebtedness for borrowed money, Disqualified Stock and Indebtedness in respect of the deferred purchase price of property or services of the Borrower and the Subsidiaries determined on a consolidated basis on such date; provided that, the amount of Consolidated Debt shall be reduced by the face amount of letters of credit issued and outstanding pursuant to Section 6.01(s).

“Consolidated Fixed Charge Coverage Ratio” shall mean, on any date, the ratio of (a) EBITDA for such Test Period calculated on a Pro Forma Basis minus Capital Expenditures for such Test Period to (b) Consolidated Fixed Charges paid in cash for such Test Period (solely with respect to the Bridges Sale, giving pro forma effect thereto with respect to reduced cash interest expenses).

“Consolidated Fixed Charges” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the sum, without duplication, of:

(a)the consolidated interest expense (net of interest income) to the extent it relates to Indebtedness of the Borrower and the Subsidiaries for such period, and to the extent such expense was deducted in computing Consolidated Net Income, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to obligations under any Swap Agreement, but excluding the amortization or write-off of deferred financing fees or expenses of any bridge or other financing fee in connection with the Transactions;plus

(b)provision for cash income taxes made by Borrower and its Subsidiaries  on a consolidated basis in respect of such Test Period;plus

(c)to the extent payable in cash, any interest expense on Indebtedness of another person that is Guaranteed by the Borrower and the Subsidiaries or secured by a Lien on assets of the Borrower and the Subsidiaries, whether or not such Guarantee or Lien is called upon;plus

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(d)scheduled payments made or payable during such period on account of principal of Indebtedness of the Borrower and its Subsidiaries (including scheduled principal payments in respect of the TermLoans),

in each case, on a consolidated basis and in accordance with GAAP.

For purposes of determining Consolidated Fixed Charges for any period that includes the quarterly periods ending September 30, 2016, December 31, 2016, March 31, 2017 and  June  30,  2017,  the  Consolidated  Fixed  Charges  for  such  quarterly  periods  shall     be $34,630,672, $34,491,747, $34,089,750 and $37,066,032, respectively.

“Consolidated   Leverage   Ratio”   shall   mean,   on   any   date,   the   ratio    of (a) Consolidated Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended and Reported as of such date, all determined on a consolidated basis in accordance with GAAP; provided, that EBITDA shall be determined for the applicable Test Period on a Pro FormaBasis.

“Consolidated Net Income” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis, plus the amount that the provision for taxes exceeds cash taxes paid by such person and its Subsidiaries in such period; provided, however, that, without duplication,

(a)[reserved];

(b)any increase in amortization or depreciation or any one-time non-cash charges resulting from purchase accounting in connection with any acquisition that is consummated on or after the Closing Date shall beexcluded;

(c)the cumulative effect of a change in accounting principles during such period shall beexcluded;

(d)any net after-tax gains or losses on disposal of discontinued operations shall beexcluded;

(e)any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in  the ordinary course of business (as determined in good faith by senior management or the Board of Directors of the Borrower) shall beexcluded;

(f)any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of (i) indebtedness, and (ii) Swap Agreements and other derivative instruments to the extent that such gains or losses have been realized by the Borrower, in each case, shall beexcluded;

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(g)the Net Income for such period of any person that is not a subsidiary of such person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments actually paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of suchperiod;

(h)the Net Income for such period of any subsidiary of such person shall be excluded to the extent that the declaration or payment of dividends or similar  distributions by such subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable  to such subsidiary or its equity holders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by  any such subsidiary to such person or a subsidiary of such person (subject to the provisions of this clause (h)), to the extent not already includedtherein;

(i)any non-cash impairment charge or asset write-off resulting from the application of Statement of Financial Accounting Standards No. 142 and 144, and the amortization of intangibles arising pursuant to No. 141, shall beexcluded;

(j)any non-cash expenses realized or resulting from employee benefit plans or  post  employment  benefit  plans,  long-term  incentive  plans  or  grants  of       stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors and employees of such person or any of its Subsidiaries shall be excluded;

(k)any one-time non-cash compensation charges shall beexcluded;

(l)non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 and related interpretations shall beexcluded;

(m)[reserved];

(n)[reserved];

(o)any currency translation gains and losses realized from currency remeasurements of Indebtedness, and any net loss or gain realized from any Swap Agreements for currency exchange risk, in each case, that are actually paid in cash, shall be excluded;and

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(p)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall beincluded.

“Consolidated Total Assets” shall mean, as of any date, the total assets of the Borrower and the Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower as of the last day of the fiscal quarter most recently ended and Reported.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“Credit Event” shall have the meaning assigned to such term in Article IV. “Credit  Facilities”  shall  mean,  collectively,  (i)  the  revolving  credit facilities represented by the Revolving Facility Commitments, (ii) the swingline facility provided pursuant to Section 2.04 evidenced by the Swingline Commitments (and the related Swingline Loans and other Swingline Exposure), (iii) the letter of credit facility provided pursuant to Section 2.05  (and the related Letters of Credit and other L/C Exposure), and (iv) the term facility represented by the TermLoans.

“Current Assets” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits.

“Current Liabilities” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clause (a)(iv) of the definition of such term.

“Debt Service” shall mean, with respect to Holdings, the Borrower and the Subsidiaries on a consolidated basis for any period, Cash Interest Expense for such period plus scheduled principal amortization of Consolidated Debt for such period.

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“Debtor Relief Laws” shall mean Title 11 of the United States Code entitled“Bankruptcy” as now and hereafter in effect, and all other liquidation, conservatorship,bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,insolvency, reorganization, or similar debtor relief Laws of the United States of America or otherapplicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean, subject to Section 2.23(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within three Business Days of the date required to be funded by it   hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a GovernmentalAuthority.

“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person that, by their terms (or by the terms of any security into which such Equity Interests are convertible or for which such Equity Interests are redeemable or exchangeable), or upon the happening of any event, (i) mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as  a result of a change of control or asset sale), (ii) are convertible or exchangeable other than at the option of the issuer thereof for Indebtedness or Disqualified Stock or (iii) are redeemable at the option of the holder thereof (other than upon the occurrence of a Change in Control (or similar event), sale or disposition of all or substantially all of the assets of the Borrower and its Subsidiaries, or the acceleration of the Loans, subject, in each case, to the prior payment in full in cash of all Obligations), in whole or in part, in each  case prior to 91 days after the Latest Maturity Date; provided, however, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, still further, that any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be DisqualifiedStock.

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“Dividends” shall have the meaning assigned to such term in Section 6.06. “Dollar” and “$” shall mean lawful money of the United States.

“Domestic  Subsidiary”  shall  mean  any  Subsidiary  that  is  not  a       Foreign Subsidiary.

“EBITDA” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period (without giving effect to the amount added to Net Income in calculating Consolidated Net Income for the excess of the provision for taxes over cash taxes) plus (a) the sum of without duplication:

(i)to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, provision for taxes based on income, profits or capital of the Borrower and the Subsidiaries for such period, without duplication, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of the Borrower and the Subsidiaries in respect of such period in accordance with Section 6.06(b), which shall be included as though such amounts had been paid as income taxes directly by the Borrower or any Subsidiary;plus

(ii)to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, Consolidated Fixed Charges of the Borrower and the Subsidiaries for such period;plus

(iii)to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding anysuch non-cash charges or expenses to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Borrower and the Subsidiaries for such period; plus

(iv)to the extent deducted or otherwise excluded in calculating Consolidated Net Income for such period, the amount of  any  business optimization expenses and restructuring charges or expenses (which, for the avoidance of doubt, shall include office and plant closures, facility consolidations, retention payments and special supplemental bonuses payable, exit costs, severance payments, systems establishment costs or excess pension charges); provided, that the aggregate total amount of all such restructuring charges and expenses that are actually paid in cash that may be added back, under this clause

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(iv)shall not exceed (A) for any Test Period ending on or prior to December 31, 2018, the greater of $12,375,000 and 7.5% of EBITDA for the relevant Test Period prior to giving effect to such addback and (B) with respect to any Test Period ending thereafter, 7.5% of EBITDA for the relevant Test Period prior to giving effect to such addback;plus

(v)any net after-tax extraordinary or nonrecurring or unusual losses, expenses or charges; provided that (A) for any Test Period ending on or prior  to December 31, 2018, the aggregate total amount of all such losses, expenses, charges and fees consisting of legal fees, fines and legal settlements that may be added back pursuant to this clause (v) shall not exceed (x) $16,500,000 for the relevant Test Period or (y) $33,000,000 in the aggregate during the term of this Agreement and (B) with respect to any Test Period ending thereafter, the aggregate total amount of any net after-tax extraordinary or nonrecurring or unusual losses, expenses or charges added back pursuant to this clause (v) shall not exceed 10.0% of EBITDA for the relevant Test Period prior to giving effect to such addback;plus

(vi)[reserved];plus

(vii)any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (x) such fees, expenses or charges related to the offering of the 2017 Exchange Notes and the Obligations, and (y) any amendment or other modification of the Obligations or other Indebtedness;plus

(viii)non-cash gains and losses with respect to Swap Agreements and other derivative instruments;plus

(ix)non-cash currency translation gains and losses related to currency remeasurements of Indebtedness, and any net non-cash loss or gain resulting from any Swap Agreement for currency exchange risk;minus

(b)    the sum of (i) non-cash items increasing such Consolidated Net Income    for such period (excluding the recognition of deferred revenue or any non-cash items which represent the reversal of any accrual of, or reserve for, anticipated cash charges in any prior period and any items for which cash was received in any prior period); and (ii) any net after-tax extraordinary or nonrecurring or unusual gains or income (including for the avoidance of doubt, cancellation of debt income in connection with the Transactions orotherwise); in each case, on a consolidated basis and determined in accordance with GAAP.

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Notwithstanding the preceding, the provision for taxes based on the income or profits of, the Consolidated Fixed Charges of, the depreciation and amortization and other non-cash expenses or non-cash items of and the restructuring charges or expenses of, a Subsidiary of the Borrower will be added to (or subtracted from, in the case of non-cash items described in clause (b) above) Consolidated Net Income to compute EBITDA, (A) in the same proportion that the Net Income of such Subsidiary was added to compute such Consolidated Net Income of the Borrower, and (B) only to the extent that a corresponding amount of the Net Income of such Subsidiary would be permitted at the date of determination to be dividended or distributed to the Borrower by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

Notwithstanding the foregoing, contract termination fees shall be disregarded for purposes of calculating EBITDA.

For purposes of determining EBITDA for any period that includes the quarterly periods ending September 30, 2016 and December 31, 2016, EBITDA for such quarterly periods shall be $62,775,879 and $55,832,903, respectively.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” shall mean, as to any Loans of any Class, the effective yield on such Loans as determined by the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such Loans and (y) four years following the date of incurrence thereof) payable generally to Lenders making such Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders. All such determinations  made  by the Administrative Agent shall, absent manifest error, be final, conclusive and binding on the Borrowers and the Lenders and the Administrative Agent shall have no liability to any person with respect to such determination absent gross negligence or willful misconduct.

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“EMU Legislation” shall mean the legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

“environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, decrees, directives, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters (to the extent relating to the environment or Hazardous Materials).

“Equity Interests” of any person shall mean any and all shares, interests, membership interests, rights to purchase or otherwise acquire, warrants, options, participations  or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of theforegoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor thereto.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings, the Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 or 303 of ERISA or Section 412 or 430 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any Reportable Event; (b)the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the CodeorSection 302(c)ofERISAofanapplicationforawaiveroftheminimum funding standard with respect to any Plan; (d) the failure to make by its due date a required contribution under Section 412(m) of the Code with respect to any Plan; (e) the failure to make any required contribution to a Multiemployer Plan; (f) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention, or the institution by the PBGC of proceedings, to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h)

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the receipt by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, (I) in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA, (II) in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA) or (III) insolvent within the meaning of Title IV ofERISA.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“euro” or “€” shall mean the currency constituted by the Treaty on the European Union and as referred to in the EMU Legislation.

“Eurocurrency Base Rate” shall mean, for such Interest Period, the rate per annum equal to the ICE Benchmark Administration LIBOR Rate (“LIBOR”), as published by Reuters (or other commercially available source providing quotations of LIBOR as designated  by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (such rate the, “LIBO Screen Rate”). If the LIBO Screen Rate is not available at such time for any reason for such Interest Period (an “Impacted Interest Period”), then the “Eurocurrency Base Rate” for such Interest Period shall be the Interpolated Rate. If such Interpolated Rate is unavailable at such time for any reason, then LIBOR for such Interest Period shall be the rate per annum determined by Administrative Agent to be the rate per annum equal to the offered quotation rate for first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Eurocurrency Loan of 3 major London banks for which LIBOR is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. London time, two (2) Business Days prior to the commencement of such Interest Period, which determination shall be conclusive absent manifesterror.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan.

“Eurocurrency Reserve Percentage” shall mean, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). The Adjusted Eurocurrency Rate

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for each outstanding Eurocurrency Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

“Eurocurrency Revolving Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.

“Eurocurrency Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted Eurocurrency Rate in accordance with the provisions of ArticleII.

“Eurocurrency Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted Eurocurrency Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any Excess Cash Flow Period, EBITDA of the Borrower and the Subsidiaries on a consolidated basis for such Excess Cash Flow Period, minus, without duplication,

(a)Debt Service for such Excess Cash Flow Period, reduced by the aggregate principal amount of voluntary prepayments of Consolidated Debt (other than prepayments of the Loans) that would otherwise constitute scheduled principal amortization during such Excess Cash FlowPeriod;

(b)the amount of any voluntary prepayment permitted hereunder of term Indebtedness (other than any Term Loans) during such Excess Cash Flow Period, in each case to the extent not financed, or intended to be financed, using the proceeds of, without duplication, the incurrence of Indebtedness, the sale or issuance of any Equity Interests   or any Net Proceeds not otherwise required to prepay the Loans pursuant to Section 2.11 or the definition of the term “Net Proceeds”, in each case, to the extent that the amount of such prepayment is not already reflected in DebtService;

(c)(i) Capital Expenditures by the Borrower and the Subsidiaries on a consolidated basis during such Excess Cash Flow Period that are paid in cash and (ii) the aggregate consideration paid in cash during such Excess Cash Flow Period in respect of Permitted Business Acquisitions and other Investments permitted hereunder, in each case, to the extent not financed with the proceeds of, without duplication, the incurrence of Indebtedness (other than Revolving Facility Loans), the sale or issuance of any Equity Interests or any Net Proceeds not otherwise required to prepay the Loans pursuant to Section 2.11 or the definition of the term “Net Proceeds” (less any amounts received in respect thereof as a return of capital);

(d)[reserved];

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(e)Taxes paid in cash by Holdings, the Borrower and the Subsidiaries on a consolidated basis during  such  Excess  Cash  Flow Period or that will be paid within  six months after the close of such Excess Cash Flow Period and for which reserves have been established, including income tax expense and withholding tax expense incurred in connection with cross-border transactions involving the Foreign Subsidiaries; provided, that any amount so deducted that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash FlowPeriod;

(f)an amount equal to any increase in Working Capital of the Borrower and the Subsidiaries for such Excess Cash FlowPeriod;

(g)cash expenditures made in respect of Swap Agreements during such Excess Cash Flow Period, to the extent not reflected in the computation of EBITDA or Cash InterestExpense;

(h)[reserved];

(i)without duplication of any exclusions to the calculation of Consolidated Net Income or EBITDA, amounts paid in cash during such Excess Cash Flow Period on account of (A) items that were accounted for as noncash reductions of Net Income in determining Consolidated Net Income or as noncash reductions of Consolidated Net Income in determining EBITDA of the Borrower and the Subsidiaries in a prior Excess Cash Flow Period and (B) reserves or accruals established in purchaseaccounting;

(j)to the extent not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith to the extent that the income or gain realized from the transaction giving rise to such Net Proceeds exceeds the aggregate amount of all such mandatory prepayments and Capital Expenditures made with such Net Proceeds,and

(k)the amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or an accrual for a cash payment, by the Borrower and the Subsidiaries or did not represent cash received by the Borrower and the Subsidiaries, in each case on a consolidated basis during such Excess Cash FlowPeriod, plus, without duplication,

(a)an amount equal to any decrease in Working Capital of the Borrower and the Subsidiaries for such Excess Cash FlowPeriod;

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(b)[reserved];

(c)all amounts referred to in clause (c) above to the extent funded with, without duplication, (i) the proceeds of the sale or issuance of Equity Interests of, or capital contributions to, the Borrower after the Closing Date, (ii) the proceeds of Indebtedness (other than Revolving Facility Loans) or (iii) any Net Proceeds not otherwise required to prepay the Loans pursuant to Section 2.11 or the definition of the term “Net Proceeds”, in each case, to the extent there is a corresponding deduction from Excess Cash Flowabove;

(d)[Reserved];

(e)cash payments received in respect of Swap Agreements during such Excess Cash Flow Period to the extent (i) not included in the computation of EBITDAor (ii) such payments do not reduce Cash Interest Expense;

(f)any extraordinary or nonrecurring gain realized in cash during such Excess Cash Flow Period, except to the extent such gain consists of Net Proceeds subject to Section 2.11(b) or not otherwise required to prepay the Loans pursuant to Section 2.11 or the definition of the term “NetProceeds”.

(g)to the extent deducted in the computation of EBITDA, cash interest income;and

(h)the amount related to items that were deducted from or not added to Net Income in connection with calculating Consolidated Net Income or were deducted from ornotaddedtoConsolidatedNetIncomeincalculatingEBITDAtotheextenteither (x) such items represented cash received by the Borrower or any Subsidiary or (y) such items do not represent cash paid by the Borrower or any Subsidiary, in each case on a consolidated basis during such Excess Cash Flow Period, in each case, except to the extent such amount consists of Net Proceeds subject to Section 2.11(b) or not otherwise required to prepay the Loans pursuant to Section 2.11 or the definition of the term “Net Proceeds”.

“Excess Cash Flow Period” shall mean (a) the period beginning on the first day of the first fiscal quarter beginning after the Closing Date through the fiscal year of the Borrower ending on December 31, 2017, and (b) each fiscal year of the Borrower ended thereafter.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” shall mean the Permitted Investments received by the Borrower from:

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(a)contributions in respect of its common stock,and

(b)the sale (other than to a Subsidiary of the Borrower or pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower or any of its Subsidiaries) of Equity Interests (other than Disqualified Stock) of the Borrower orHoldings,in each case, as designated as Excluded Contributions pursuant to an Officer’s Certificate executed by a Responsible Officer of the Borrower.

“Excluded Foreign Subsidiary” shall mean (i) any Foreign Subsidiary that is a CFC and (ii) any Subsidiary that has no material assets other than Equity Interests of, or Equity Interests and indebtedness of, one or more CFCs.

“Excluded Indebtedness” shall mean all Indebtedness permitted to be incurred under Section 6.01 (as amended or waived from time to time).

“Excluded Jurisdictions” shall mean any jurisdiction in which a Foreign Subsidiary is formed or organized to the extent that the perfection of the pledge of Equity Interests in such Foreign Subsidiary pursuant to a Foreign Pledge Agreement requires the consent or approval of any Governmental Authority in such jurisdiction and such consent or approval is not readily obtainable in the ordinary course, or violates applicable law.

“Excluded Taxes” shall mean, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, the following Taxes:

(a)Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other ConnectionTaxes,

(b)in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office or (ii) such withholding tax shall have resulted from the making of any payment to a location other than the office designated by the Administrative Agent or such Lender for the receipt of payments of the applicabletype,

(c)Taxes attributable to such Recipient’s failure to comply with Section 2.17(g) (other than as a result of a Change in Law)and

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(d)any U.S. federal withholding Taxes imposed underFATCA.

“Existing Credit Agreement” shall mean, that certain Amended and Restated Credit Agreement, dated as of April 9, 2010, by and among, among others, Holdings, Borrower, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas as Administrative Agent (as amended, restated, amended and restated or otherwise modified from time to time).

“Existing Holdings Notes” shall mean the 13.75%/14.50% Senior Secured PIK/Toggle Notes due 2018 issued by Holdings.

“Existing Lenders” shall have the meaning assigned to such term in the   recitals hereto.

“Extended  Senior  Subordinated  Notes”  shall  mean  the  Senior Subordinated Notes due 2018 issued by the Borrower to Affinion Investments on December 12, 2013 pursuant to the Extended Senior Subordinated Notes Indenture in connection with the Permitted Exchange Transactions.

“Extended Senior Subordinated Notes Indenture” shall mean the Indenture, dated as of December 12, 2013, among the Borrower, the Subsidiary Loan Parties, Wells Fargo Bank, National Association, as trustee and Wilmington Trust, National Association, as holder agent.

“Fair Market Value” shall mean, with respect to any asset or property, the price that could be negotiated in an arms’-length transaction between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any law, regulation, rule, promulgation or official agreement implementing an official government agreement or intergovernmental agreement with respect to the foregoing.

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended. “Federal Funds Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on  the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall   be the average rate

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(charged on such day on such transactions as determined by the Administrative Agent).

“Fee Letters” shall mean (i) that certain Closing Payment Letter dated as of March 31, 2017, by and among HPS Investment Partners, LLC and Affinion Group, Inc. and (ii) that certain Amended and Restated Agent Fee Letter (the “Agent Fee Letter”) dated as of May 10, 2017, by and among HPS Investment Partners, LLC and Affinion Group, Inc.

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

“Financial Officer” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

“First Amendment” shall mean that certain First Amendment to Credit Agreement, dated as of November 30, 2017, by and among the Borrower, the Administrative Agent and the Revolving Facility Lenders.

“First Amendment Effective Date” shall mean November 30, 2017.

“Foreign Lender” shall mean any Lender which for U.S. federal income tax purposes (i) is regarded as a separate entity and is not a U.S. Person or (ii) is disregarded as a separate entity and has a regarded owner that is not a U.S. Person.

“Foreign Pledge Agreement” shall mean a pledge or charge agreement with respect to the Pledged Collateral that constitutes Equity Interests of a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent; provided, that, unless the Borrower and the Administrative Agent otherwise agree in any given case, in no event shall more than 65% of the issued and outstanding voting Equity Interests of any Excluded Foreign Subsidiary be pledged to secure Obligations of the LoanParties.

“Foreign Security Documents” shall mean each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.11, in each case, granting Liens on Collateral of a Foreign Subsidiary Loan Party, and as amended from time to time in accordance with the terms hereof and thereof.

“Foreign Subsidiary” shall mean any Subsidiary (together with its successors) that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“Foreign Subsidiary Loan Party” shall mean each (i) Foreign Subsidiary of the Borrower on the Closing Date set forth on Schedule 1.01(g) hereto and (ii) each Wholly Owned Subsidiary of the Borrower that is a Foreign Subsidiary formed or acquired after the Closing Date other than (A) Excluded Foreign Subsidiaries, (B) Foreign Subsidiaries not required to be Foreign Subsidiary Loan Parties pursuant to the Agreed Security Principles, (C) Unrestricted

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Subsidiaries,[reserved], (D) Immaterial Subsidiaries and (E) any Foreign Subsidiary solely to the extent that, and only for so long as, guaranteeing the Obligations would violate or requireconsent (that could not be readily obtained without undue burden to the Loan Parties) under applicable law or regulations or a contractual obligation on such Foreign Subsidiary and such law or obligation existed at the time of the acquisition of such Foreign Subsidiary and was not created or made binding on such Foreign Subsidiary in contemplation of or in connection with the acquisition of such Foreign Subsidiary.

“Fourth Amendment” shall mean that certain Fourth Amendment to Credit Agreement, dated as of November 13, 2018, by and among the Borrower, the Administrative Agent and the Required Lenders party thereto.

“Fourth Amendment Effective Date” shall mean November 13, 2018.

“Fourth  Amendment  Prepayment  Released Escrow Funds” shall  meanthe $13,000,000 of Net Proceeds from the Bridges Sale in that certain escrow account established pursuant to Section 6.05(h) and released pursuant to the Fourth Amendment on the Fourth Amendment Effective Date and immediately used to prepay outstanding Term Loans together with the premium required under Section 6.05(h) in an amount  equal to 3.00% of the aggregate principal amount being soprepaid.

“Fourth Amendment Released Escrow Funds” shall mean the $32,000,000 of Net Proceeds from the Bridges Sale in that certain escrow account established pursuant to Section 6.05(h) and released to the Borrower pursuant to the Fourth Amendment on the Fourth Amendment Effective Date.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to each Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit obligations other than Letter of Credit obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to each Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis,  subject  to  the  provisions  of  Section 1.02; provided, that any reference to the application of GAAP in Sections 3.13(a), 3.13(b), 3.20, 5.03, 5.07 and 6.02(e), to a Foreign Subsidiary (and not as a consolidated Subsidiary of the Borrower) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such ForeignSubsidiary.

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies or public

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international organizations such as the European Union or the European Central Bank, or World Bank).

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other  manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation, or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness  or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement.

“Guaranty Agreement” shall mean the Guaranty Agreement, in the form of Exhibit E, as amended, supplemented or otherwise modified from time to time, among Holdings, the Borrower, each Loan Party and the Collateral Agent.

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“Highest Lawful Rate” shall mean the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non- usurious interest rate than applicable laws now allow.

“Holdings” shall have the meaning assigned to such term in the preamble hereto. “Honor Date” shall have the meaning assigned to such term in Section 2.05. “HPS” shall mean HPS Investment Partners, LLC.

“HPS Lenders” shall mean any Lender that is from time to time a party hereto

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that is an Affiliate of HPS.

“Immaterial Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended and Reported, have assets with a value in excess of 2.51.0% of the Consolidated Total Assets and revenues representing in excess of 2.51.0% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date and (b) taken together with all Unrestricted Subsidiaries designated pursuant to clause (ii) of the definition thereof and all other Immaterial Subsidiaries as of the last day of the fiscal quarter of the Borrower most recently ended and Reported, did not have assets with a value in excess of 52.0% of the Consolidated Total Assets and revenues representing in excess of 52.0% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date; provided, that any Subsidiary that is a “Significant Subsidiary” as such term (or any similar term) is used in any Junior Indebtedness document (or any definitive agreement governing Permitted Refinancing Indebtedness in respect of any of the foregoing). Each Immaterial Subsidiary shall be set forth in Schedule 1.01(b), and the Borrower shall update such Schedule from time to time after the Closing Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed from such Schedule to be made as the Borrower maydetermine).

“Impacted Interest Period” shall have the meaning set forth in the definition of “Eurocurrency Base Rate”.

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than current trade liabilities and current intercompany liabilities (but not any refinancings, extensions, renewals or replacements thereof) incurred in the ordinary course of business and maturing within 365 days after the incurrence thereof), (e) all Guarantees by such person of Indebtedness of others, (f) all Capital Lease Obligations of such person, (g) all payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Swap Agreements, (h) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (i) the principal component of all obligations of such person in respect of bankers’ acceptances, (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock) and (k) to the extent constituting a liability under GAAP, earn-outs and obligations of the Borrower or any Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with Permitted Business Acquisitions or any other Investment permitted hereunder. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof; provided, however, that, notwithstanding the foregoing, solely for purposes of

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calculating  the  financial  covenant  in  Section 6.10    (including  Pro  Forma  Compliance)    orcalculating any financial ratio, Indebtedness shall be deemed not to include (i) contingent obligations incurred in the ordinary course of business, (ii) deferred or prepaid revenues, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (iv) [reserved], (v)  obligations to make payments in respect of money backed guarantees offered to customers in the ordinary course of business, (vi) obligations to make payments to one or more insurers in respect of profit sharing arrangements entered into in the ordinary course of business, or (vii) any Indebtedness of Holdings deemed to be Indebtedness of the Borrower on its balance sheet under GAAP but for which the Borrower and its Subsidiaries do not have any obligations or liabilities, contingent orotherwise.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Ineligible  Institution”  shall  mean  the  persons  identified  in  writing  to    the Administrative Agent by the Borrower on the Closing Date, and as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter, with the written consent of the Administrative Agent, by delivery of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously identified to Agent that are to be no longer considered “Ineligible Institutions”).

“Information” shall have the meaning assigned to such term in Section 3.14(a).

“Information Memorandum” shall mean the “HPS Meeting” presentation, dated January 2017, as modified or supplemented prior to the Closing Date.

“Insurance Business” shall mean one or more aspects of the business of soliciting, administering, selling, issuing or underwriting insurance or reinsurance.

“Insurance Subsidiary” shall mean any Subsidiary that is licensed by any Applicable Insurance Regulatory Authority to conduct, and conducts, an Insurance Business.

“Intellectual Property Security Agreements” shall mean the Form of Copyright Security Agreement, Form of Patent Security Agreement, and Form of Trademark Security Agreement, attached as exhibits to the Collateral Agreement.

“Interest Coverage Ratio” shall mean, on any date, the ratio of (a) EBITDA for such Test Period calculated on a Pro Forma Basis to (b) Cash Interest Expense of the Borrower and the Subsidiaries, in each case, for the applicable period of four consecutive fiscal quarters of the Borrower, all determined on a consolidated basis in accordance with GAAP.

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“Interest Election Request” shall mean a request by the Borrower to convert or continue a Term Borrowing or Revolving Borrowing in accordance with Section 2.07.

“Interest Expense” shall mean, with respect to any person for any period, the sum of, without duplication, (a) gross interest expense of such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense and (iv) net payments and receipts (if any) pursuant to interest rate hedging obligations, and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, (b) capitalized interest of such person, whether paid or accrued, and (c) commissions, discounts, yield and other fees and charges incurred for such period in connection with any receivables financing of such person or any of its subsidiaries that are payable to persons other than Holdings, the Borrower and the Subsidiaries.

“Interest Payment Date” shall mean, (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type and (b) with respect to any ABR Loan, the last Business Day of each calendar quarter (being the last day of March, June, September and December of eachyear).

“Interest Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 12 months thereafter, if at the time of the relevant Borrowing, all Lenders agree to make interest periods of such length available), as the Borrower may elect, or the date any Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such  next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) the Borrower may, with the consent of the Administrative Agent, elect to have an interest period of less than a month with respect to any Eurocurrency Borrowing. Interest shall accrue from and including the  first  day  of an Interest Period to but excluding the last day of such InterestPeriod.

“Interpolated Rate” shall mean, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is

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shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“Investment” shall have the meaning set forth in Section 6.04.

“Investor Purchase Agreement” shall mean that certain Investor Purchase Agreement, dated as of March 31, 2017, by and among Holdings, the Borrower, Affinion Investments, Elliott Management Corporation, Franklin Mutual Advisers, LLC, and any additional investors party thereto.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” shall have the meaning set forth in Section 2.05(a). “Issuing Bank” shall mean a Lender to be reasonably agreed between HPS   and Borrower and each other Issuing Bank designated pursuant to Section 2.05(j) or (k), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i) or (k). An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank or through agreements  with third party letter of credit issuers issuing letters of credit (and such issuer, a “Third Party LC Issuer”) on behalf of the Borrower as a co-applicant and designated as a Letter of Credit hereunder by the Borrower or Administrative Agent, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Where the context so requires, references herein to Issuing Bank shall include any Third Party LC Issuer; provided, however that no such Third Party Issuer shall have any obligations under this Agreement.  For the avoidance of doubt, neither HPS nor HPS Lenders shall act as Issuing  Banks unless agreed to in writing in their sole discretion; it being understood that, as of the First Amendment Effective Date, the Issuing Banks shall mean the Issuing Banks identified on Schedule 1 to the FirstAmendment.

“Issuing  Bank  Fees”  shall  have  the  meaning  assigned  to  such  term  in Section 2.12(b).

“Junior Indebtedness” shall mean, collectively, (1) any Material Indebtedness of the Borrower or any of its Subsidiaries that are Loan Parties that is (x) secured by a Lien that is junior in priority to the Lien securing the Obligations, (y) by its terms subordinated in right of payment to all or any portion of the Obligations or (z) unsecured, in each case, other than intercompany Indebtedness among the Borrower and its Subsidiaries and Indebtedness incurred under Section 6.01(w); which for the avoidance of doubt, as of the Closing Date includes, (i) the 2017 Exchange Notes and (ii) any Senior Notes, Extended Senior Subordinated Notes and Affinion Investments Notes remaining outstanding after the 2017 Exchange and (2) the Second Lien Facility and any other Indebtedness incurred after the Fourth Amendment Effective Date pursuant to Section 6.01(k).

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“Junior Lien Intercreditor and Subordination Agreement” shall mean an intercreditor and subordination agreement in a form reasonably acceptable to the Administrative Agent, to be entered into by and among Holdings, the Borrower, the other Loan Parties from time to time party thereto, the Administrative Agent, the Collateral

Agent and one or more other debt representatives, which shall (i) provide that the Liens on the Collateral securing the Second Lien Facility (and/or other Indebtedness incurred pursuant to Section 6.01(k)) shall be junior to the Liens on the Collateral securing the Obligations and (ii) contain payment subordination provisions.

“Latest Maturity Date” shall mean, at any date of determination, the latest final stated maturity date applicable to any Class of Loans or Commitments hereunder at such time, in each case as extended in accordance with this Agreement from time to time.

“Laws” shall mean, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” shall mean, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.05. The initial aggregate amount of the L/C Commitments of all Issuing Banks is $0. For the avoidance of doubt, neither HPS nor HPS Lenders shall have L/C Commitments unless agreed to in writing in their sole discretion; it being understood that, as of the First Amendment Effective Date, the aggregate amount of the L/C Commitments of all Issuing Banks is $20,000,000 and the aggregate L/C Commitment of each Issuing Banks is as set forth on Schedule 1 of the First Amendment.

“L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit (including any payment or disbursement made by an Issuing Bank to any Third Party LC Issuer).

“L/C Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all L/C

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Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Revolving Facility Lender at any time shall be its Applicable Percentage of the total L/C Exposure at such time.

“L/C  Participation  Fee”  shall  have  the  meaning  assigned  such  term  in Section 2.12(b).

“Lead Arranger” shall mean HPS Investments Partners, LLC. Schedule 3.18.

“Leased Material Real Property” shall mean the leased real property set forth on

“Lender”  shall  mean each Revolving Facility Lender, each Swingline    Lender, each Term Lender and each Issuing Bank.

“Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.05.

“Letter of Credit Application” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by any applicable Issuing Bank or any Third Party LC Issuer.

“LIBO Screen Rate” shall have the meaning set forth in the definition of “Eurodollar Base Rate”.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities (other than securities representing an interest in a joint venture that is not a Subsidiary), any purchase option, call or similar right of a third party with respect to such securities; provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents, any promissory note issued under Section 2.09(e), solely for the purposes of 7.01(c) hereof, the Fee Letters and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Loan Party for the benefit of any Agent, Issuing Bank or Lender in connection herewith on or after the date hereof.

“Loan Parties” shall mean Holdings, the Borrower, the Foreign Subsidiary Loan Parties and the Subsidiary Loan Parties.

“Loans” shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans.

“Local Time” shall mean New York City time.

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“Majority Lenders” of any Tranche shall mean, at any time, Lenders under such Tranche having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding under such Tranche and unused Commitments under such Tranche at such time.

“Make Whole Premium Amount” shall mean, with respect to any Term Loan subject to a Payment Event, on any date of calculation, the excess of (i) (x) the prepayment price to prepay in full the principal amount of such Term Loan (including any prepayment premium payable pursuant to Section 2.12(e)) on the day immediately following the second anniversary of the Closing Date plus (y) the present value on such date of all interest (using the interest rate applicable to the Term Loan being prepaid as of the date of the prepayment) that would have accrued on such Term Loan from the date of calculation through the date immediately following the second anniversary of the Closing Date (excluding accrued but unpaid interest to the date of such calculation) computed using a discount rate equal to the Treasury Rate as of such  calculation date plus 50 basis points over (ii) the then outstanding principal amount of such Term Loans.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean the existence of any event, development or circumstance that, subsequent to December 31, 2016, has had or could reasonably be expected to have a material adverse effect on (a) the business, property, operations or condition of the Borrower and the Subsidiaries, taken as a whole, or (b) the validity or enforceability of any material Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder.

“Material Agreement” shall mean any agreement, contract or instrument to which any Loan Party is a party or by which any Loan Party or any of its properties is bound (i) pursuant to which any Loan Party receives or will receive revenue (as determined in accordance with GAAP on the financial statements of the Borrower), in excess of $50,000,000 in any 12 month period, (ii) governing, creating, evidencing or relating to Material Indebtedness of any Loan Party or (iii) the termination or suspension of which, or the failure of any party thereto to perform its obligations thereunder, could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of Holdings, the Borrower or any Subsidiary in an aggregate principal amount exceeding $16,500,000.

“Material Insurance Subsidiary” shall mean one or more Subsidiaries that constitute all or substantially all or a material portion of the Insurance Business of the Borrower and its Subsidiaries.

“Material   Subsidiary”   shall   mean   any   Subsidiary   other   than  Immaterial

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Subsidiaries.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgaged  Properties”  shall  mean  each  real  property  encumbered  by       a Mortgage pursuant to Section 5.11.

“Mortgages” shall mean the mortgages, debentures, hypothecs, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered pursuant to Section 5.11, as amended, supplemented or otherwise modified from time to time, with respect to Mortgaged Properties, each in form and substance reasonably satisfactory to the Administrative Agent.

“Multiemployer Plan” shall  mean  a  multiemployer  plan  as  defined  in  Section 3(37) or 4001(a)(3) of ERISA to which Holdings, the Borrower or any Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to makecontributions.

“Natixis” shall have the meaning assigned to such term in Section 2.05(m).

“Natixis  L/C  Agreement”  shall  have  the  meaning  assigned  to  such  term  in Section 2.05(m).

Natixis L/C Documents” shall have the meaning assigned to such term in Section 2.05(m).

“Natixis Swingline Agreement” shall have the meaning assigned to such term  in Section 2.04(f).

“Natixis Swingline Documents” shall have the meaning assigned to such term in Section 2.04(f).

“Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends minus an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of such person or any parent of such person in respect of a period in accordance with Section 6.06(b)(i) as if such amounts had been paid as income taxes directly by such person but only to the extent such amounts have not already been accounted for as taxes reducing the net income (loss) of such person.

“Net Proceeds” shall mean:

(a)100% of the proceeds in the form of cash, cash equivalents and Permitted Investments actually received by any Loan Party (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or

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purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any loss, damage, loss due to eminent domain or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of real property) to any person of any asset or assets of the Borrower or any Loan Party (other than those pursuant to Section 6.05(a), (b), (c), (e), (g), (i), (j), or (m)) net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset (other than pursuant hereto), other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and (ii) Taxes paid or payable as a result thereof (after taking  into account any available tax credits or deductions and any tax sharing arrangements); provided, that if no Event of Default exists, the Borrower or any Subsidiary may deliver a certificate  of  a  Responsible  Officer  of  the  Borrower  to  the  Administrative   Agentpromptly after receipt of any such proceeds, but in no event to exceed 5 Business Days after receipt of any such proceeds, setting forth the Borrower’s or such Subsidiary’s intention to use, or to commit to use, any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Loan Parties or to make investments in Permitted Business Acquisitions or Investments permitted by Section 6.04, in each case, if such certificate shall have been delivered, within twelve months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not so used (or committed to be used) within such twelve month period, provided, however that the foregoing reinvestment  right  shall  not  apply  to  any  net  proceeds  received  (A)  in  excess    of

$50,000,0005,000,000 in the aggregate from the Closing Date (with any Net Proceeds of the Bridges Sale applied for reinvestment, Permitted Business Acquisitions or Investments pursuant to Section 6.05(h) reducing such amount)Fourth Amendment Effective Date or (B) the net proceeds received from any sale or disposition of the assets or Equity Interests of any Material Insurance Subsidiary, in each case to the extent that such assets or Equity Interests do not represent a de minimis, immaterial or dormant portion of the Insurance Business of the Borrower and its Subsidiaries, other than, with respect to this clause (B), as set forth in Section 6.05(h); provided, further, that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $5,000,0001,000,000 and (y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed $10,000,0002,000,000; provided, still further, that pending such reinvestment, such proceeds may be applied to temporarily reduce outstanding Revolving FacilityLoans;

(b)100% of the proceeds in the form of cash, cash equivalents and Permitted Investments from the incurrence, issuance or sale by any Loan Party of any Indebtedness and debt like securities, in each case, (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in

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each case incurred in connection with such issuance or sale;and

(c)100% of the proceeds in form of cash, cash equivalents and Permitted Investments from the receipt of extraordinary and nonrecurring receipts, including without limitation, corporate tax refunds, net of all taxes and fees, commissions, costs and other expenses, in each case incurred in connection with such extraordinary and nonrecurring receipt, provided that for the avoidance of doubt, the receipt of cash proceeds from Excluded Indebtedness or the issuance of Equity Interests of, or capital contributions to, Holdings shall not be deemed a receipt of Net Proceeds pursuant to this clause (c); provided, further, that no proceeds realized in a transaction or receipt shall constitute Net Proceeds unless such proceeds exceed$5,000,000.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Holdings or the Borrower or any Affiliate of either of them shall be disregarded.

“NFIP” shall have the meaning assigned to such term in Section 5.11(c).

“Non-Consenting  Lender”  shall  have  the  meaning  assigned  to  such  term in Section 2.19(c).

“Note” shall have the meaning assigned to such term in Section 2.09(e).

“Obligations”  shall  mean  (i)  all  principal  of  and  interest  (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any other Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and premium (if any) on all Loans made pursuant to the Credit Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any other Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) with respect to any Letter of Credit issued pursuant to the Credit Agreement and (iii) all guarantee obligations, fees, expenses and all other obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or the Letters of Credit, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arranger, the Agents or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.

“Obligors” shall have the meaning assigned to such term in Section 2.05(n).

“OFAC” shall mean the Office of Foreign Asset Control of the Department of the

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Treasury of the United States of America.

“Organizational Documents” shall mean, collectively, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or articles of incorporation and by-laws (or similar constitutive documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person (and, where applicable, the equity holders or shareholders registry of such Person), (iv) in the case of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in any other case, the functional equivalent of the foregoing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such Person.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, excise, property, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Overdraft Line” shall have the meaning assigned to such term in Section 6.01(r).

“Participant” shall have the meaning assigned to such term in Section 9.04(c).

“Participant Register” shall have the meaning specified in Section 9.04(c).

“PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)), as the same has been, or shall hereafter be, renewed, extended, amended orreplaced.

“Payment Event” shall have the meaning specified in Section 2.12(e).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Perfection Certificate” shall mean the Perfection Certificate with respect to

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Borrower, in a form reasonably satisfactory to the Administrative Agent.

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) in, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition) if (a) such acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer by the acquirer or an Affiliate of the acquirer; (b) such acquisition is of a Similar Business, (c) such acquisition results in a net positive change to EBITDA on a Pro Forma Basis, (d) immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) (A) after giving effect to such acquisition, calculated as of the last day of the most recently ended and Reported fiscal quarter (1) the Total Secured Leverage Ratio shall not exceed the lesser of (x) the Total Secured Leverage Ratio as of the Closing Date and (y) the Total Secured Leverage Ratio immediately prior to giving effect to such “Permitted Business Acquisition” and (2) the Consolidated Fixed Charge Coverage Ratio shall not be less than the greater of (x) the Consolidated Fixed Charge Coverage Ratio as of the Closing Date and (y) the Consolidated Fixed Charge Coverage Ratio immediately prior to giving effect to such “Permitted Business Acquisition” and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect, together with all relevant financial information for such Subsidiary or assets and (B)  any acquired  or  newly  formed  Subsidiary  shall  not  be  liable  for  any  Indebtedness  (except for Indebtedness permitted by Section 6.01); (iv) to the extent required by Section 5.11, the Collateral and Guarantee Requirement will be satisfied with respect to such acquired person and the equity interests of such acquired person; (v) no Investments made in “Permitted Business Acquisitions” shall be made in persons that do not become Loan Parties (other than the Specified Acquisition); and (vi) in the event of a single or series of related “Permitted Business Acquisitions” in excess of an aggregate principal sum of $75,000,000, the  Borrower  shall provide the Administrative Agent with (X) a quality of earnings report (prepared by a “Big  Four” accounting firm or other national accounting firm reasonably acceptable to the Administrative Agent), (Y) projections and financials and (Z) such other documents and information as the Administrative Agent may reasonably request; provided that, notwithstanding the foregoing, the Specified Acquisition shall be permitted if (A) the Borrower complies with clauses (i), (ii) and (iv) above and provides the materials and information described in clause (vi) above, and the Investments made in connection with the Specified Acquisition shall not reduce the amount of, and availability under, the Non-Loan Party Cap, (B) such Specified Acquisition is consummated within 9 months from the Closing Date and (C) the aggregate purchase price of such Specified Acquisition shall not exceed $25,000,000, of which only up to $12,500,000 shall be paid at the closing of the SpecifiedAcquisition.

“Permitted Holder” shall mean Third Avenue Management, Allianz Global Investors, Empyrean Capital, Pennant Park and Ares Management.

“Permitted Investments” shall mean:

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(a)U.S. Dollars, Sterling, euros, or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course ofbusiness;

(b)securities issued or directly and fully guaranteed or insured by the government of, or any agency or instrumentality thereof, the United States of America, Mexico or any member state of the European Union, in each case, with maturities not exceeding two years after the date ofacquisition;

(c)in the case of any Foreign Subsidiary, securities issued or directly and fully guaranteed or insured by the government of, or any agency or instrumentality thereof, in each case with maturities not exceeding 270 days after the date of acquisition and held by it from time to time in the ordinary course ofbusiness;

(d)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits and demand deposits (in their respective local currencies), in each case with any commercial bank having capital and surplus in excess of $500,000,000 or the foreign currency equivalent thereof and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or, in the case of an obligor domiciled outside of the United States, reasonably equivalent ratings of another internationally recognized credit ratingagency);

(e)repurchase obligations for underlying securities of the types described in clauses (b) and (d) above entered into with any financial institution meeting the qualifications specified in clause (d)above;

(f)commercial paper issued by a corporation (other than an Affiliated Lender) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or, in the case of an obligor domiciled outside of the United States, reasonably equivalent ratings of another internationally recognized credit rating agency) and in each case maturing within one year after the date ofacquisition;

(g)readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P in each case with maturities not exceeding two years from the date ofacquisition;

(h)Indebtedness issued by persons with a rating of “A” or higher from S&P  or “A-2” or higher from Moody’s (or, in the case of an obligor domiciled outside of the United States, reasonably equivalent ratings of another internationally recognized credit rating agency) in each case with maturities not exceeding two years from the date of acquisition;and

(i)investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through (h)above.

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“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon and original issue discounts, underwriting discounts, fees, commissions and expenses), (b) the average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to that of the Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the  Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have greater guarantees or security, than the Indebtedness being Refinanced, (e) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including in respect of Indebtedness of Foreign Subsidiaries that are not Loan Parties otherwise permitted under this Agreement and any collateral pursuant to after-acquired property clauses, in each case, to the extent any such collateral secured the Indebtedness being Refinanced) on terms no less favorable to the Secured Parties than those contained in the documentation (including any intercreditor agreement or Junior Lien Intercreditor and Subordination Agreement) governing the Indebtedness being Refinanced,  (f) in the case    of the 2017 Exchange Notes and any Permitted Refinancing Indebtedness in respect thereto, has no scheduled amortization, payments of principal, sinking fund payments or similar scheduled payments, other than regularly scheduled payments of interest, and (g) in the case of the Second Lien Facility or any other Indebtedness incurred pursuant to Section 6.01(k) and any Permitted Refinancing Indebtedness in respect thereto respectively, has no scheduled amortization, scheduled payments of principal, sinking fund payments or similar scheduled payments, in each case, prior to the final maturity thereof, other than regularly scheduled payments of interest that are payable in kind and (h) no Default or Event of Default shall have occurred and be continuing or would resulttherefrom.

“person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company (or series thereof) or government, individual or family trusts, or any agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and in respect of which Holdings, the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) ofERISA.

“Platform” shall have the meaning assigned to such term in Section 9.19(b). “Pledged Collateral” shall mean Pledged Securities (as defined in the Collateral Agreement) or

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a similar term (e.g. pledge assets, assigned claims, assigned receivables) in the Collateral Agreement or a Foreign Pledge Agreement, as applicable.

“Prepayment Transaction” shall mean any repayment, refinancing, substitution or replacement, in whole or in part, of principal of outstanding Term Loans, directly or indirectly, from the net proceeds of any Indebtedness of Holdings, the Borrower or any of their Subsidiaries, including, without limitation, as may be effected through any other new or additional loans under this Agreement or by an amendment of any provisions of this Agreement (including pursuant to Section 9.09(f)), including any replacement of a Non-Consenting Lender in connection with a required assignment pursuant to Section 2.19.

“Prime Rate” shall mean the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“primary obligor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) in making any determination of EBITDA, effect shall be given to any Asset Sale, any acquisition, Investment, disposition, merger, amalgamation or consolidation (including the Transactions) (or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any designation of any Unrestricted Subsidiary as a Subsidiary, and any restructurings of the business of Holdings, the Borrower or any of the Subsidiaries that Holdings, the Borrower or any of its Subsidiaries has determined to make and/or made and are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments the Borrower determines are reasonable as set forth in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” or pursuant to Sections 2.11(b), 6.01, 6.02, 6.05, 6.06 or 6.09, occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or incurrence of Indebtedness or Liens or dividend or other applicable transaction is consummated) and (ii) (A) for any designation of an

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Unrestricted Subsidiary as a Subsidiary, effect shall be given to such designation and all other such designations of Unrestricted Subsidiaries as Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the applicable designation of  an Unrestricted Subsidiary as a Subsidiary, collectively, and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary,collectively..

Pro forma calculations made pursuant to the definition of this term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower. Any such  pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Borrower, to reflect operating expense reductions, other operating improvements or synergies reasonably expected to result and be realizable from the applicable pro forma event within the 12 month period following the consummation of the pro forma event, provided that the adjustments made pursuant to this paragraph, shall not exceed (A) for any Test Period ending on or prior to December 31, 2018, the greater of $8,250,000 and 5% of EBITDA for the relevant Test Period prior to giving effect to such adjustment and (B) with respect to any Test Period ending thereafter, 5% of EBITDA for the relevant Test Period  prior to giving effect to such adjustment. The Borrower shall deliver to the Administrative  Agent a certificate of a Responsible Officer of the Borrower setting forth such demonstrable or additional operating expense reductions and other operating improvements or synergies and information and calculations supporting them in reasonabledetail.

“Pro Forma Closing Balance Sheet” shall have the meaning assigned to such term in Section 3.05(a)(i).

“Pro Forma Compliance” shall mean, at any date of determination, that the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.10 as of the date of such determination (calculated on a Pro Forma Basis and giving pro forma effect to the event giving rise to such determination).

“Projections” shall mean the projections of the Borrower and the Subsidiaries included in the Information Memorandum and any other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of Holdings, the Borrower or any of the Subsidiaries prior to the Closing Date.

“Public Lender” shall have the meaning assigned to such term in Section 9.19(b). “Rate” shall have the meaning assigned to such term in the definition of theterm “Type.”

“Recipient” shall mean (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.

“Reference Period” shall have the meaning assigned to such term in the definition

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of the term “Pro Forma Basis.”

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

“Register” shall have the meaning assigned to such term in Section 9.04(b).

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulatory Agreement” shall have the meaning assigned to such term in Section 3.09(c).

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or manages such Lender.

“Related Parties” shall mean, with respect to any specified person, such person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such person and of such person’s Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment.

“Remaining Present Value” shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.

“Reportable  Event”  shall  mean  any  reportable  event   as   defined   in   Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of theCode).

“Reported” shall mean, with respect to any fiscal quarter or Excess Cash Flow Period of the Borrower, the delivery to the Administrative Agent of the financial statements required to be delivered with respect to the end of such fiscal quarter or such Excess Cash Flow

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Period under Section 5.04(a) or (b), as applicable.

“Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) L/C Exposure, (c) Swingline Exposure and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Loans (other than Swingline Loans) outstanding, (x) L/C Exposure, (y) Swingline Exposure and (z) the total Available Unused Commitments at such time. The Loans, L/C Exposure, Swingline Exposure and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Percentage” shall mean, with respect to an Excess Cash Flow Period, 50%; provided, that if the Senior Secured Leverage Ratio calculated as of the end of any Excess Cash Flow Period is (i) less than or equal to 3.50 to 1.00, the Required Percentage shall be 25% and (ii) less than or equal to 2.50 to 1.00, the Required Percentage shall be 0%.

“Requirements of Law” shall mean, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” of any person shall mean any chief executive officer, president, executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

“Revolving Availability Period” shall mean, with respect to the Revolving Facility Commitments, the period from and including Closing Date to but excluding the earlier of the Revolving Facility Maturity Date and the date of termination of the Revolving Facility Commitments. “Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans.

“Revolving Facility Commitment” shall mean, with respect to any Revolving Facility Lender, such Lender’s commitment to make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Facility Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving Facility Commitment, as applicable. The aggregate amount of the Lenders’ Revolving Facility Commitments as of the Closing Date is $110,000,000.

“Revolving Facility Exposure” shall mean, at any time, the sum of (i) the aggregate principal amount of the Revolving Facility Loans outstanding at such time and (ii) the aggregate L/C Exposure at such time; provided, that for purposes of Sections 2.01(b), 2.04(a)(ii) and (iii), 2.05(b)(ii), 2.08(b)(ii) and 2.11(d), “Revolving Facility Exposure” shall also include the aggregate Swingline Exposure at such time. The Revolving Facility Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the total Revolving Facility Exposure at such time.

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“Revolving Facility Lender” shall mean a Lender with a Revolving Facility Commitment or with outstanding Revolving Facility Exposure.

“Revolving Facility Loans” shall mean a loan made by a Revolving Facility Lender pursuant to Section 2.01(b). Each Revolving Facility Loan shall be a Eurocurrency Loan or an ABR Loan.

“Revolving Facility Maturity Date” shall mean the date that is the five year anniversary of the Closing Date.

“S&P” shall mean S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“Sanctioned Country” shall mean, at any time, a country or territory which is itself the subject or target of any Sanctions (as of the Date of this Agreement, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine)

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European  Union,  or  the  United  Kingdom  (irrespective  of  its  status  vis-à-vis  the European Union), (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions Laws” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Second Lien Commitment Letter” shall have the meaning assigned to such term in the Fourth Amendment.

“Second Lien Facility” shall mean Indebtedness incurred by the Borrower pursuant to, and having the terms set forth in, the Second Lien Commitment Letter as in effect on the Fourth Amendment Effective Date, with amendments, supplements and other modifications that are not adverse to the Lenders, including any Incremental Amount (as defined in the Second Lien Commitment Letter) contemplated thereby, which, for the avoidance of doubt, shall be subject to the terms of Sections 6.04(k) and 6.02(cc).

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“Secured Parties” shall mean the “Secured Parties” as defined in the   Collateral Agreement.

“Security Documents” shall mean the Mortgages, the Guaranty Agreement,  the Collateral Agreement, the Foreign Pledge Agreements, the Foreign Security Document, the Intellectual Property Security Agreements and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.11, in each case, as amended from time to time in accordance with the terms hereof and thereof.

“Senior Notes” shall mean the 7.875% Senior Notes due 2018 issued by the Borrower.

“Senior Secured Debt” at any date shall mean the aggregate principal amount  of Consolidated Debt of the Borrower and its Subsidiaries outstanding at such date that consists of, without duplication, Indebtedness that in each case is then secured by Liens on property or assets of the Borrower and its Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) and both such Consolidated Debt and the Liens securing the same are not subordinated to the Obligations, or the Liens securing the same, respectively.

“Senior Secured Leverage Ratio” shall mean, on any date, the ratio of (a) Senior Secured Debt as of such date, determined on a consolidated basis in accordance with GAAP   to (b) EBITDA for such Test Period; provided, that EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis.

“Similar Business” shall mean any business or activity of the Borrower or any of its Subsidiaries currently conducted or proposed as of the Closing Date, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof, or is complementary, incidental, ancillary or related thereto.

“Specified Acquisition” shall mean the single acquisition of equity interests or assets of a technology services provider that has previously provided services to the Borrower and/or its Subsidiaries, that was specifically identified to and approved by the Administrative Agent prior to the Closing Date.

“Statutory Reserves” shall mean, with respect to any currency, the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board, the Financial Services Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in such currency, expressed in the case of each such requirement as a decimal. Such reserve percentages shall, in the case of U.S. Dollar-denominated Loans, include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to

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such reserve, liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

“Sterling” shall mean the lawful money of the United Kingdom.

“subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of the Borrower other than any Unrestricted Subsidiary.

“Subsidiary Loan Party” shall mean (i) each Domestic Subsidiary of the Borrower on the Closing Date set forth on Schedule 1.01(g) hereto and (ii) each Wholly Owned Subsidiary of the Borrower that is a Domestic Subsidiary formed or acquired after the Closing Date other than (A) any Unrestricted Subsidiary[reserved], (B) to the extent prohibited by Applicable Insurance Laws and Regulations, any Insurance Subsidiary and (C) any Domestic Subsidiary solely to the extent that, and only for so long as, guaranteeing the Obligations would violate or require consent (that could not be readily obtained without undue burden to the Loan Parties) under applicable law or regulations or a contractual obligation on such Domestic Subsidiary and such law or obligation existed at the time of the acquisition of such Domestic Subsidiary and was not created or made binding on such Domestic Subsidiary in contemplation of or in connection with the acquisition of such Domestic Subsidiary.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, the Borrower or any of the Subsidiaries shall be a Swap Agreement.

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans. “Swingline   Borrowing   Request”   shall   mean   a   request   by   the Borrower substantially in the form of Exhibit C-2.

“Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04. The initial aggregate amount of the Swingline Commitments is $0. For the avoidance of doubt,

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neither HPS nor HPS Lenders shall have Swingline Commitments unless agreed to in writing in their sole discretion; it being understood that, as of the First Amendment Effective Date, the aggregate amount of the Swingline Commitment of all Swingline Lenders is $20,000,000 and the aggregate Swingline Commitment of each Swingline Lender is as set forth on Schedule 1 of the FirstAmendment.

“Swingline Exposure” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at suchtime.

“Swingline Lender” shall mean each Lender to be reasonably agreed between HPS and Borrower, in its capacity as a lender of Swingline Loans. A Swingline Lender may, in its discretion, arrange for Swingline Loans to be made by Affiliates of such Swingline Lender or through agreements with third party swingline lenders making swingline loans (and such swingline lender, a “Third Party Swingline Lender”) to the Borrower and designated as a Swingline Loan hereunder by the Borrower or Administrative Agent, in which case the term “Swingline Lender” shall include any such Affiliate with respect to Swingline Loans made by such Affiliate. Where the context so requires, references herein to Swingline Lender shall  include any Third Party Swingline Lender; provided, however that no such Third Party Swingline Lender shall have any obligations under this Agreement. For the avoidance of doubt, neither HPS nor HPS Lenders shall act as a Swingline Lender unless agreed to in writing in their sole discretion; it being understood that, as of the First Amendment Effective Date, the Swingline Lenders shall mean the Swingline Lenders identified on Schedule 1 to the First Amendment.

“Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to Section 2.04.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” shall mean a Borrowing comprised of Term Loans of a given

Class.

“Term Lender” shall mean a Lender with a Term Loan Commitment.

“Term  Loan  Commitment”  shall  mean,  with  respect  to  each  Lender,      thecommitment, if any, of such Lender to make Term Loans hereunder on the Closing Date, expressed as an amount representing the maximum aggregate permitted principal amount of the Term Loans to be made by such Lender. The initial amount of each Lender’s Term Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable. The  aggregate amount of the Lenders’ Term Loan Commitments as of the Closing Date(immediately

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prior to termination on such date pursuant to Section 2.08(a)) is$1,340,000,000.

“Term Loan Maturity Date” shall mean the date that is the five year anniversary of the Closing Date.

“Term Loans” shall mean the Term Loans made by the Lenders pursuant to Section 2.01(a). The aggregate principal amount of Term Loans outstanding as of Closing Date is $1,340,000,000.

“Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended and Reported (taken as one accounting period).

“Third Party LC Issuer” shall have the meaning specified in the definition of Issuing Bank.

“Third  Party  Swingline  Lender”  shall  have  the  meaning  specified  in     the definition of Swingline Lender.

“Total Secured Debt” at any date shall mean the aggregate principal amount of Consolidated Debt of the Borrower and its Subsidiaries outstanding at such date that consists of, without duplication, Indebtedness that in each case is then secured by Liens on property or assets of the Borrower and its Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby).

“Total Secured Leverage Ratio” shall mean, on any date, the ratio of (a) Total Secured Debt as of such date to (b) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis. thereunder.

“Tranche”shallmeanacategoryof Commitmentsandextensionsof credits

“Transaction  Documents”  shall  mean  the  Loan  Documents  and  the      2017 Exchange Documents, in each case as amended from time to time in accordance with the terms hereof and thereof.

“Transactions” shall mean, collectively, the transactions to occur pursuant to the Transaction Documents, including (a) the execution and delivery of the Loan Documents and the initial borrowings hereunder; (b) the execution and delivery of the 2017 Exchange Transaction Documents and the consummation of the 2017 Exchange thereunder; (c) the repayment, redemption or discharge of, and termination of all obligations under, the Existing Credit Agreement and Existing Credit Agreement Loan Documents and the Affinion International Notes and the Affinion International Notes Documents, (d) the issuance of additional 2017 Exchange Notes to redeem, repay or otherwise discharge any Senior Notes, Affinion Investments Notes and Existing Holdings Notes remaining outstanding after giving effect to the 2017 Exchange and (e) the payment of all fees and expenses in connection therewith to be paid on,

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prior to or subsequent to the Closing Date and owing in connection with theforegoing.

“Treasury Rate” shall mean, as of the applicable payment date, the yield to maturity as of such payment date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market date)) most nearly equal to the period from such payment date to the date immediately following the first anniversary of the Closing Date, in the case of the COC Make Whole Premium Amount, and the date immediately following the second anniversary of the Closing Date, in the case of the Make Whole Premium Amount; provided; however, that if the period from such prepayment date to the date immediately following the first anniversary or second anniversary of the Closing Date, as applicable, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall beused.

“Type,” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted Eurocurrency Rate and ABR.

“Unreimbursed  Amount”  shall  have  the  meaning  assigned  to  such  term   in Section 2.05.

“Unrestricted Cash” shall mean cash or cash equivalents of the Borrower or  any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries for purposes of GAAP.

“Unrestricted Subsidiary” shall mean (i) any subsidiary of the Borrower identified on Schedule 1.01(d) hereto and (ii) any additional subsidiary of the Borrower designated as such by the Borrower that, together with all other UnrestrictedSubsidiaries designated pursuant to this clause (ii), constitutes in the aggregate less than 10% of (A) aggregate EBITDA on a trailing twelve months’ basis and (B) Consolidated Total Assets at such date of determination, calculated as of the last day of the most recently ended and Reported fiscal quarter; provided, that, at any time an Unrestricted Subsidiary designation pursuant to preceding clause (ii) causes the aggregate EBITDA or aggregate assets test set forth above to no longer be satisfied, the Unrestricted Subsidiary or Unrestricted Subsidiaries, as applicable, that has or have either the highest sales or the largest book value of assets, as applicable, of all such Unrestricted Subsidiaries as of the last day of the most recently ended and Reported fiscal quarter shall automatically constitute a  Subsidiary and cease to constitute an Unrestricted Subsidiary and the Borrower shall promptly cause the appropriate Security Documents to be executed and delivered to the Administrative Agent (such that, following such conversion of each such Unrestricted Subsidiary to a Subsidiary, the Collateral and Guarantee Requirement shall be satisfied and the remaining Unrestricted Subsidiaries shall satisfy this definition); provided, further that (A) no default or Event of Default has occurred, is continuing or would result from such designation, (b) the Borrower may only (if otherwise permitted hereunder) designate

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any Material Insurance Subsidiary as an Unrestricted Subsidiary to the extent that such Material Insurance Subsidiary represents a de minimis, immaterial or dormant portion of the Insurance Business of the Borrower and its Subsidiaries and (C) the Borrower and the Subsidiaries shall be in Pro Forma Compliance after giving effect to such designation, calculated as of the last day of the most recently ended and Reported fiscal quarter, and  the Borrower shall have delivered to the Administrative Agent a certificate of a  Responsible Officer of the Borrower to such effect, together with all relevant financial information for such designated Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the applicable Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s or the applicable Subsidiary’s investment therein. The designation of  any Unrestricted Subsidiary as a Subsidiary shall constitute (i) the incurrence at the time  of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower and its Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower or the applicable Subsidiary’s Investment in such UnrestrictedSubsidiary.

“U.S. Dollars” or “$” shall mean lawful money of the United States of America. “U.S. Lending Office” shall mean, as to any Lender, the applicable branch, officeor Affiliate of such Lender designated by such Lender to make Loans to the Borrower.

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning specified in    Section 2.17(g).

“Wholly  Owned  Subsidiary”  of  any  person  shall  mean  a  subsidiary  of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a “complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as such terms are defined in Section 4201(b) of ERISA.

“Withholding Agent” shall mean any Loan Party and the Administrative Agent. “Working Capital” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

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“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION1.02Terms Generally.  The definitions set forth or referredtoin Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be  followed  by  the  phrase“withoutlimitation.”    All  references  herein  toArticles,Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or other document or agreement shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provisionamendedinaccordanceherewith.Notwithstandingtheforegoingand notwithstanding any changes in GAAP after the Closing Date, any lease of Holdings, the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing  Date)  shall  not  constitute  Indebtedness,  a  Capital  Lease  or  a  Capital  Lease Obligation of Holdings, the Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP.

SECTION1.03[Reserved.]Divisions. For all purposes under theLoanDocuments, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests  at suchtime.

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SECTION1.04Currency   Translation.      For   purposes  of determiningcompliance as of any date with Section 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or 6.07, amounts incurred or outstanding in currencies other than U.S. Dollars shall be translated into U.S. Dollars at the exchange rates in effect on the first Business Day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined in good faith by the Borrower. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in U.S. Dollars in Section 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or 6.07 or paragraph (f) or (j) of Section 7.01 being exceeded solely as a result  of changes in currency exchange rates from those applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is beingmade.

SECTION1.05Letter  of  Credit  Amounts.    Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall at all times be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at suchtimes.

SECTION1.06Dutch  Terms.   In  this  Agreement,  where  it  relatestoa Dutch person or the context so requires, a reference to (i) 'works council' means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) within the meaning of the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) having jurisdiction over that person, (ii) the execution, delivery and performance of any document or action having been 'duly authorized' includes any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) and obtaining an unconditional positive advice (advies) from the competent works council(s), (iii) 'constituent documents' means the deed of incorporation (akte van oprichting), articles of association (statuten), and an up-to-date extract of the Trade Register of the Dutch Chamber of Commerce relating to that person, (iv) a 'bankruptcy', 'winding-up', 'liquidation' or 'dissolution' includes that person being declared bankrupt (failliet verklaard) or dissolved (ontbonden), (v) a 'moratorium' includes (voorlopige) surseance van betaling, (vi) 'admit in writing its inability or fail generally to pay its debts' includes that person having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering  Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990), (vii) a 'liquidator' or 'trustee in bankruptcy' includes a curator or a beoogd curator, (viii) an 'administrator' includes a bewindvoerder or a beoogd bewindvoerder, and (ix) a 'lien' includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht).

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ARTICLE II

The Credits

SECTION2.01Commitments.Subject  to  the  terms  and  conditionsset forth herein:

(a)eachTermLenderagreestomakeTermLoanstotheBorrowerinU.S.Dollars on the Closing Date from its U.S. Lending Office in a principal amount equal to its Term Loan Commitment;

(b)each Revolving Facility Lender agrees from time to time during the Revolving Availability Period to make Revolving Facility Loans in U.S. Dollars to the Borrower from its U.S. Lending Office in an aggregate principal amount that will not result in such Lender’s Revolving Facility Exposure exceeding such Lender’s Revolving Facility Commitment; provided that, no Revolving Facility Loans will be required to be made to the extent that the aggregate amount of Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeds the total Revolving FacilityCommitments.

(c)within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Amounts repaid in respect of Term Loans may not bereborrowed.

SECTION2.02Loans andBorrowings.

(a)Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class (or, in the case of Swingline Loans, in accordance with their respective SwinglineCommitments).

(b)Subject to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing shall be an ABR Borrowing. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs or taxes resulting from such exercise and existing at the time of suchexercise.

(c)At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum.  At the timethat (i) each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided, that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the

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entire unused balance of the Revolving Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e).  Borrowings of  more than one Type and Class may be outstanding at the same time; provided, that there shall  not at any time be more than a total of (i) ten Eurocurrency Borrowings outstanding under each Class of Term Loans and (ii) ten Eurocurrency Borrowings outstanding under each Class of Revolving FacilityLoans.

(d)Notwithstanding any other provision of this Agreement,Borrowershall not be entitled to request, or to elect to convert or continue, any Borrowing if theInterestPeriod requestedwithrespecttheretowouldendaftertheRevolvingFacilityMaturityDateorTerm Loan Maturity Date or other final stated maturity date of any other Class of Loans, asapplicable.

SECTION2.03Requests for Borrowings.  To request aRevolvingFacility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01) in writing by providing a Borrowing Request in the form of Exhibit C-1 hereto (a) in the  case  of  a  Eurocurrency  Borrowing,  not  later  than  12:00 p.m., Local Time, four Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, four Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 12:00 p.m., Local Time, four Business Days before the date of the proposed Borrowing; provided, that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing. Each such written Borrowing Request shall be irrevocable and shall be provided by electronic mail or telecopy to the Administrative Agent. Each such written Borrowing Request shall specify the following information in compliance with Section2.02:

(i)the Class of suchBorrowing;

(ii)the aggregate amount of the requestedBorrowing;

(iii)the date of such Borrowing, which shall be a BusinessDay;

(iv)whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v)in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;and

(vi)the location and number of the Borrower’s account to which funds are to bedisbursed.

If no election as to the Type of Term Borrowing or Revolving Facility Borrowing is specified (as applicable), then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to

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be made as part of the requested Borrowing.

SECTION2.04SwinglineLoans.

(a)Subject to the terms and conditions set forth herein, each Swingline Lender agrees, severally, to make Swingline Loans in U.S. Dollars to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Swingline Exposure exceeding the Swingline Commitment, (ii) the Revolving Facility Exposure of any Swingline Lender exceeding such Swingline Lender’s respective Revolving Facility Commitment or (iii) the Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeding the  total Revolving Facility Commitments; provided, that the Swingline Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing and, to the extent that any HPS Lender is a Swingline Lender, such Swingline Lender shall not be required to fund any Swingline Loans until receipt of corresponding loans under the Natixis Swingline Agreement. Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple, and not less than the Borrowing Minimum. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To the extent that HPS and the HPS Lenders agree to act  as Swingline Lenders, it is understood and agreed they may satisfy their obligations hereunder with respect to the making of Swingline Loans by causing a Third Party Swingline Lender to make such SwinglineLoan.

(b)To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders of such request in writing (which may be by electronic mail) in the form of a Swingline Borrowing Request, not later than 10:00 a.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing. The Swingline Lenders shall consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lenders funding such Swingline Loan. Upon receipt of notice a proposed Swingline Borrowing from Borrower, the Swingline Lenders shall promptly deliver notice of a proposed borrowing to Natixis no later than the deadline set forth in the Natixis Swingline Agreement for requesting a corresponding loan. The Swingline Lenders shall make each Swingline Loan to be made by them hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately availablefundsby4:00p.m.,LocalTime,totheaccountoftheBorrower(or,inthecaseofa Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

(c)The Swingline Lenders shall have the right to demand repayment by the Borrower of any Swingline Loan, in whole or in part, on the 15th day after borrowing of any Swingline Loan upon giving written notice to the Borrower and the Administrative Agent before 12:00 p.m. (New York City time) no later than the 5th day after borrowing of any Swingline Loan. With respect to any Swingline Loans which have not been repaid by the Borrower upon demand pursuant to the foregoing sentence or voluntarily prepaid by the Borrower pursuant to

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Section 2.11(a), the Swingline Lenders may by written notice given to the Administrative Agent not later than 12:00 p.m., Local Time, in their sole discretion, four Business Days before the date of the proposed participations, require the Revolving Facility Lenders to acquire participations in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Facility Lender, specifying in such notice  such  Revolving Facility Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lenders, such Revolving Facility Lender’s Applicable Percentage of such Swingline Loan or Loans (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan). Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the Swingline Lenders the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower  of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be  made to the Administrative Agent and not to the Swingline Lenders. Any amounts received by the Swingline Lenders from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lenders of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the  Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lenders, as their interests may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lenders or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the paymentthereof.

(d)The Swingline Lenders may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender(s) and the successor Swingline Lender(s). The Administrative Agent shall notify the Lenders of any such replacement of a Swingline Lender. At the time any such replacement shall become effective,  the Borrower shall pay all unpaid fees accrued for the account of the replaced Swingline Lender(s). From and after the effective date of any such replacement, (i) the successor  Swingline Lender(s) shall have all the rights and obligations of the replaced Swingline Lender(s) under this Agreement with respect to Swingline Loans to be extended thereafter and (ii) references herein to the term “Swingline Lender” or “Swingline Lenders” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of such Swingline Loans under this Agreement with respect

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to Swingline Loans extended by it prior to such replacement but shall not be required to extend any additional SwinglineLoans.

(e)Pursuant to the First Amendment, certain HPS Lenders have agreed to act as Swingline Lenders.  HPS and the HPS Lenders agree to use commercially reasonable efforts  to keep in effect the Natixis Swingline Agreement (it being agreed that in no event shall HPS or the HPS Lenders be required to pay any incremental fees, costs or expenses greater than those of a de minimis nature, unless the Borrower shall agree to and promptly reimburse such fees, costs and expenses in full) and agree to act as Swingline Lenders if the Natixis Swingline Agreement remains in effect, provided that notwithstanding anything herein to contrary, if at any time HPS or the HPS Lenders are unable act as Swingline Lenders or cannot act as a Swingline Lender without undue burden or without incurring incremental fees, costs or expenses of a non-de minimis nature then HPS and the HPS Lenders, may, upon written notice (“Swingline Resignation Notice”) to the Borrower and Administrative Agent, immediately resign from their role(s) as Swingline Lenders. After any potential resignation of HPS and the HPS Lenders hereunder, HPS and the HPS Lenders shall remain a party hereto and shall continue to have all the rights and obligations of such Swingline Loans under this Agreement with respect to Swingline Loans extended by them prior to such resignation but shall not be required to extend any additional Swingline Loans. Such Swingline Resignation Notice shall also serve as a notice to the Revolving Facility Lenders pursuant to Section 2.04(c) and the Revolving Facility Lenders hereby agree to acquire participations in such Swingline Loans in accordance with the provisions of Section2.04(c).

(f)Reference is made to (i) that certain Swing Line Loan Reimbursement Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Natixis Swingline Agreement”) dated as of the First Amendment Effective Date among the Obligors, HPS and Natixis and (ii) the Natixis Fee Letter (together with the Natixis Swingline Agreement, the “Natixis Swingline Documents”). The Borrower acknowledges that it has read the Natixis Swingline Documents and approves of HPS and the Obligors entering into the same. Notwithstanding any other provision of this Agreement, the Obligors as Swingline Lenders hereunder shall have no obligation to lend, or cause Natixis to lend, swingline loans other than in accordance with the terms of, and subject to the terms and conditions of, the Natixis Swingline Documents and the Borrower shall have no right to request that HPS or the Obligors lend or cause the lending of swingline loans other than in accordance with, and subject to all terms and conditions of, the Natixis Swingline Documents. Borrower will supply HPS with such  documents as HPS may reasonably request in order to comply with or keep in effect the Natixis Swingline Documents. Borrower shall promptly reimburse HPS for any and all fees, expenses and other amounts payable by HPS or any Obligor under the Natixis Swingline Documents including, without limitation, the Swing Line Loan Upfront Fees (as defined therein), any increased costs as provided in Section 5 of the Natixis Swingline Agreement, any Taxes as provided in the Section 6 of the Natixis Swingline Agreement and any indemnification and breakage obligations as provided in Section 8 of the Natixis Swingline Agreement (but excluding Swingline Loan Unused Commitment Fees (as defined therein), and the interest rate payable pursuant to Section 2(b) of the Natixis Swingline Agreement, solely to the extent such fees and amounts are duplicative of, and in each case not in excess of, the corresponding fees and  

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amounts the Borrower would otherwise be required to pay hereunder in connection with the Commitment Fee pursuant to Section 2.12(a) and interest payable pursuant to Section 2.13(a) in respect of Swingline Loans respectively). In the event of any conflict between this Section 2.04(f) of this Agreement and any other provision of this Agreement, this Section 2.04(f) shall govern andcontrol.

SECTION2.05Letters ofCredit.

(a)General. Subject to the terms and conditions set forth herein, (i) each Issuing Bank severally agrees, in reliance upon the agreements of the Revolving Facility Lenders set forth in this Section 2.05, from time to time on any Business day during the Revolving Availability Period and prior to the date that is thirty days prior to the Revolving Facility Maturity Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and to honor drawings of Letters of Credit; and (ii) the Revolving Facility Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any issuance of any Letter of Credit, (x) the total Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) shall not exceed the total Revolving Facility Commitments, (y) the Revolving Facility Exposure of any Revolving Facility Lender shall not exceed such Revolving Facility Lender’s respective Revolving Facility Commitment, and (z) the L/C Exposure shall not exceed the aggregate L/C Commitments; provided further that, to the extent that any HPS Lender is an Issuing Bank, such Issuing Bank shall not be required to issue, amend or otherwise provide Letters of Credit unless the corresponding letters of credit are issued, amended or otherwise provided under the Natixis L/C Agreement. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the issuance or amendment of such Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit (collectively, the “Issuer Documents”), the terms and conditions of this Agreement shall control.       To the extent that HPS and the HPS Lenders agree to act as Issuing Banks, it is understood and agreed they may satisfy their obligations hereunder with respect to the issuance of Letters of Credit by causing a Third Party LC Issuer to issue such Letters of Credit.

(b)Notice of Issuance, Amendment, Renewal, Extension. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the applicable Issuing  

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Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the stated amount thereof; (C) the expiry date thereof (and any “evergreen” renewals, if any, including the terms thereof); (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any  drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case ofanydrawingthereunder;(G)thepurposeandnatureoftherequestedLetterofCredit;and (H)such other matters as such Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank (w) the Letter of Credit  to  be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as such Issuing Bank may require. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Issuing Bank or the Administrative Agent mayrequire.

(ii)Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Administrative Agent in writing (which may be by electronic mail or telecopy) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Promptly thereafter, the Issuing Bank shall request a letter of credit from Natixis no later than the deadline set forth in the Natixis L/C Agreement for requesting a letter of credit issuance. Unless the applicable Issuing Bank has received written notice from any Revolving Facility Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article 4.01 shall not then be satisfied, then, subject to the terms and conditions hereof, such applicable Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable   IssuingBank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Facility Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a

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true and complete copy of such Letter of Credit oramendment.

(c)Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the applicable Issuing Bank under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the applicable Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the applicable Issuing Bank by such time,  the Administrative Agent shall promptly notify each Revolving Facility Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Facility Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of ABR Loans to be disbursed four Business Days after the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Commitments and the conditions set forth in Section 4.01 (other than the delivery of a Borrowing Request) (provided, however, that for the avoidance of doubt, no Revolving Facility lender shall be required to disburse their portion of  the Unreimbursed Amount sooner than the time periods specified in Section2.03).

(ii)Each Revolving Facility Lender shall upon any notice pursuant  to  Section 2.05(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by  the  Administrative  Agent,  whereupon,  subject  to  the  provisions  of Section 2.05(c)(iii), each Revolving Facility Lender that so makes funds available shall be deemed to have made an ABR Loan to the Borrower in such amount (provided, however, that for the avoidance of doubt, no Revolving Facility lender shall be required to disburse their portion of the Unreimbursed Amount sooner than the time periods specified in Section 2.03). The Administrative Agent shall remit the funds so received to the applicable IssuingBank.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of ABR Loans because the conditions set forth in Section 4.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate specified in Section 2.13. In  suchevent,eachRevolvingFacilityLender’spaymenttotheAdministrativeAgentfor the account of the applicable Issuing Bank pursuant to Section 2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Facility Lender in satisfaction of its participation obligation under this Section 2.05.

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(iv)Until each Revolving Facility Lender funds its Loan or L/C Advance pursuant to this Section 2.05(c) to reimburse applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Facility Lender’s Applicable Percentage of such amount shall be solely for the account of the applicable IssuingBank.

(v)Each Revolving Facility Lender’s obligation to make Loans or L/C Advances to reimburse the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.05(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against the applicable Issuing Bank, the Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Facility Lender’s obligation to make Loans pursuant  to  this  Section 2.05(c) is subject to the conditions set forth in Section 4.01 (other than delivery by the Borrower of a Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as providedherein.

(vi)If any Revolving Facility Lender fails to make available to the Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by such Revolving Facility Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(ii), then, without limiting the other provisions of this Agreement, the applicable Issuing Bank shall be entitled to recover from such Revolving Facility Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the applicable Issuing Bank in connection with the foregoing. If such Revolving Facility Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Facility Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Revolving Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifesterror.

(d)Repayment ofParticipations.

(i)At any time after the applicable Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Facility Lender such Revolving Facility Lender’s L/C Advance in respect of such payment in accordance with

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Section 2.05(c), if the Administrative Agent receives for the account of the applicable Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Facility Lender its Applicable Percentage thereof in the same funds as those received by the AdministrativeAgent.

(ii)If any payment received by the Administrative Agent for the account of any Issuing Bank pursuant to Section 2.05(c)(i) is required to be returned under any of  the circumstances described in Section 9.07 (including pursuant to any settlement entered into by the applicable Issuing Bank in its discretion), each Revolving Facility Lender  shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Facility Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Revolving Facility Lenders under this clause  shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Banks for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including thefollowing:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other LoanDocument;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any person for whom any such beneficiary or any such transferee may be acting), the applicable Issuing Bank or any other person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in  the transmission or otherwise of any document required in order to make a drawing under such Letter ofCredit;

(iv)any payment by the applicable Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable Issuing Bank under such Letter   of   Credit   to   any   person   purporting   to   be   a   trustee   in       bankruptcy,

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debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or anySubsidiary.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

(f)Role  of  theIssuingBanks.Each  Revolving  Facility  Lenderandthe Borrower agree that, in paying any drawing under a Letter of Credit, no Issuing Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the person executing or delivering any such document. Neither any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.05(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, any Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefitsthereunder

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or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby  Letter ofCredit.

(h)Certain Conditions. No Issuing Bank shall be under any obligation to issue any Letter of Creditif:

(i)any order, judgment or decree of any Governmental Authority or  arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank from issuing the Letter of Credit, or any Law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that the applicable Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the applicable Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the applicable Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the applicable Issuing Bank in good faith deems material toit;

(ii)the issuance of the Letter of Credit would violate one or more policies of the applicable Issuing Bank applicable to letters of creditgenerally;

(iii)the Letter of Credit is to be denominated in a currency other thanDollars;

or

(iv)anyLenderisatthattimeaDefaultingLender,unlesstheapplicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit obligations as to which the applicable Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(i)Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Facility Maturity Date; provided, that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which, in no event, shall extend beyond the applicable date referred to in clause (a) of this Section2.05).

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(j)Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced IssuingBank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” or “Issuing Banks” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit.

(k)Appointment of an Issuing Bank and Additional Issuing Banks. Pursuant to the First Amendment, certain HPS Lenders have agreed to act as Issuing Banks. HPS and the HPS Lenders agree to use commercially reasonable efforts to keep in effect the Natixis L/C Agreement (it being agreed that in no event shall HPS or the HPS Lenders be required to pay  any incremental fees, costs or expenses greater than those of a de minimis nature, unless the Borrower shall agree to and promptly reimburse such fees, costs and expenses in full) and agree to act as Issuing Banks if the Natixis L/C Agreement remains in effect, provided that notwithstanding anything herein to contrary, if at any time HPS and the HPS Lenders are unable or cannot act as Issuing Banks without undue burden or without incurring incremental fees, costs or expenses of a non-de minimis nature then HPS and the HPS Lender may, upon written notice to the Borrower and Administrative Agent, immediately resign from their roles as Issuing Banks. If at any time, and from time to time, HPS or the HPS Lenders is required to cash collaterize any Letter of Credit issued by a Third Party LC Issuer, the Borrower agrees to immediately (with either cash on hand or via a request for a Revolving Facility Borrowing (with such requirement being satisfied if the Borrower immediately requests a Revolving Facility Borrowing and promptly applies the proceeds of such Revolving Facility Borrowing as set forth in this sentence)) cash collateralize such Letter of Credit (or reimburse HPS and the HPS Lenders for such cash collateralization). From time to time, the Borrower may by written notice to the Administrative Agent designate up to four Lenders, each of which agrees (in its sole discretion) to act in such capacity and each of which is reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes. For avoidance of doubt, no Third Party LC Issuer shall be required to become a party to this Agreement.

(l)IssuingBankAgreements.Unless    otherwise     requested     by     the AdministrativeAgent,eachIssuingBankshallreportinwritingtotheAdministrativeAgent (i) on the first Business Day of each month, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding month, including all issuances, extensions,

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amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued,amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written (or, with respect to any Issuing Bank, if the Administrative Agent so agrees with respect to such Issuing Bank, telephonic) confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any L/C Disbursement in respect of any Letter of Credit issued, the date of such L/C Disbursement and the amount of such L/C Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such L/C Disbursementand(v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

(m)Reference is made to (i) that certain Continuing Agreement for Letters of Credit (as amended, restated, supplemented or otherwise modified from time to time, the “Natixis L/C Agreement”) dated as of the First Amendment Effective Date among SLF 2016 Institutional Holdings lux S.À R.L, Specialty Loan Fund 2016-1, L.P., , Cactus Direct lending Fund, L.P. and Red Cedar Fund, L.P. (each an “Obligor” and collectively the “Obligors”), HPS and Natixis, New York Branch (“Natixis”) and (ii) that certain Natixis Fee Letter (as amended, restated, supplemented or otherwise modified from time to time, the “Natixis Fee Letter” and together with the Natixis L/C Agreement, the “Natixis L/C Documents”) dated as of the First Amendment Effective Date among the Obligors, HPS and Natixis. The Borrower acknowledges that it has read the Natixis L/C Documents and approves of HPS and the Obligors entering into the same. Notwithstanding any other provision of this Agreement, the Obligors as Issuing Banks hereunder shall have no obligation to issue, or cause Natixis to issue, letters of credit other than in accordance with the terms of, and subject to the terms and conditions of, the Natixis L/C Documents and the Borrower shall have no right to request that HPS or the Obligors issue or cause the issuance of any letters of credit other than in accordance with, and subject to all terms and conditions of, the Natixis L/C Documents. Borrower will supply HPS with such documents as HPS may reasonably request in order to comply with or keep in effect the Natixis L/C Documents. HPS will furnish to the Borrower a copy of each Credit and each amendment  thereto that is delivered to it by Natixis and will promptly notify HPS in writing of any claim of noncompliance and shall be conclusively deemed to have waived any claim against HPS, Natixis or its correspondents unless notice is given as aforesaid.  Borrower shall promptly reimburse  HPS for any and all fees, expenses and other amounts payable by HPS or any Obligor under the Natixis L/C Documents including, without limitation the LoC Facility Upfront Fees, any increased costs as provided in Section 5 of the Natixis L/C Agreement, any Taxes as provided in the Section 6 of the Natixis L/C Agreement and any indemnification obligations as provided in Section 8 of the Natixis L/C Agreement (but excluding the LoC Participation Fees, the LoC Facility Unused Commitment Fee, the LoC Issuance Fees (each as defined therein) and the

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interest rate payable pursuant to Section 2(b) of the Natixis L/C Agreement, solely to the extent such fees and amounts are duplicative of, and in each case not in excess of, the corresponding fees and amounts the Borrower would otherwise be required to pay hereunder in connection with the L/C Participation Fee, fronting fees and Issuing Bank Fees pursuant to Section 2.12(b), the Commitment Fee pursuant to Section 2.12(a) and interest payable pursuant to Section 2.05(c) in respectofUnreimbursedAmountsrespectively).  IntheeventofanyconflictbetweenthisSection 2.05(m) of this Agreement and any other provision of this Agreement, this Section 2.05(m) shall govern and control.

SECTION2.06Funding ofBorrowings.

(a)Each Lender shall make each Loan to be made by it on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided, that Swingline Loans shall be made as provided in Section 2.04. Upon receipt of all funds requested in the Borrowing Request, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided, that L/C Advances  made  to  finance  a  L/C  Borrowing  pursuant  to  Section 2.05(b)(ii) shall be remitted by the Administrative Agent to the applicable IssuingBank.

(b)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date and at the time required by Section 2.06(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower each severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation,  plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the AdministrativeAgent.

SECTION2.07Interest Elections.  (a)  Each Borrowing initially shallbeof

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the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect  to  different  portions  of  the  affected  Borrowing,  in  which  case  each  such  portion  shallbeallocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans resulting from an election made with respect to any such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (as provided in Section 9.01) in writing (in a form as the Administrative Agent may reasonably request) (which may be by electronic mail or telecopy) ,  in the case of an election that would result in a Borrowing, by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Notwithstanding any other provision of this Section, the Borrower shall not be permitted to (i) change the  currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing not available under the Class of Commitments pursuant to which such Borrowing wasmade.

(c)Each written Interest Election Request shall specify the following information in compliance with Section2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a BusinessDay;

(iii)whether the resulting outstanding credit extension is to be an ABR Borrowing or a Eurocurrency Borrowing;and

(iv)if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “InterestPeriod.”

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of

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the details thereof and of such Lender’s portion of each resultingBorrowing.

(e)If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof,ifanEventofDefaulthasoccurredandiscontinuingandtheAdministrativeAgent,at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing of Loans, may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing of Loans shall be converted to an ABR Borrowing of the applicable Class at the end of the Interest Period applicable thereto.

SECTION2.08Termination and Reduction of Commitments.   (a)Unless previously terminated, the Revolving Facility Commitment (x) on May 10, 2021, shall be reduced to $80,000,000, ratably among the Revolving Facility Lenders in accordance with their respective Revolving Facility Commitments and (y) shall terminate on the Revolving Facility MaturityDate.

(i) The Term Loan Commitments shall terminate on the Closing Date (immediately after the incurrence of Term Loans on suchdate).

(b)The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments; provided, that (i) each reduction of the Commitments of any Class  shall  be  in  an  amount  that  is  an  integral  multiple  of  $1,000,000  and  not  less than $5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, the total Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) would exceed the total Revolving Facility Commitments; provided further that, the Borrower may terminate the unused Revolving Facility Commitments of any Defaulting Lender at any time, or from time to time, in any amounts and without a pro rata reduction of the Revolving Facility Commitments of the otherLenders.

(c)The Borrower shall notify the Administrative Agent in writing (which  may be by electronic mail or telecopy) of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class pursuant to this

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Section 2.08 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of suchClass.

SECTION2.09Repayment of Loans; Evidence of Debt.  (a)TheBorrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan of such Lender to the Borrower on the Revolving Facility Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of suchLendertotheBorrowerasprovidedinSection2.10and(iii)totheSwinglineLendersthe then unpaid principal amount of each Swingline Loan to the Borrower on the Revolving Facility Maturity Date.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to timehereunder.

(c)The Administrative Agent shall maintain accounts in which it shallrecord (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to paragraph (b)or (c) of this Section shall be prima facie evidence of the existence, currencies and amounts of the obligations recorded therein; provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement and in the event of any conflict between the entries made in the accounts maintained pursuant to Section 2.09(b) and the accounts maintained pursuant to Section 2.09(c), the accounts maintained pursuant to Section 2.09(c) shall govern and control absent manifest error. (e)    Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative Agent and reasonably acceptable to theBorrower.

SECTION2.10Repayment of Term Loans and Revolving FacilityLoans.

(a)Subject to the other paragraphs of this Section, the Borrower shall repay Term Loans prior to 2:00 p.m., Local Time, on each date set forth below in the aggregate principal amount set forth for such Borrowings opposite such date; provided that if such date does not fall on a Business Day, then such amounts shall be paid on the preceding BusinessDay:

Date Term Loans to BeRepaid

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June 30, 2017	$3,350,000
September 30, 2017	$3,350,000
December 31, 2017	$3,350,000
March 31, 2018	$3,350,000
June 30, 2018	$3,350,000
September 30, 2018	$3,350,000
December 31, 2018	$3,350,000
March 31, 2019	$3,350,000
June 30, 2019	$8,375,000
September 30, 2019	$8,375,000

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Date	Term Loans to BeRepaid
December 31, 2019	$8,375,000
March 31, 2020	$8,375,000
June 30, 2020	$16,750,000
September 30, 2020	$16,750,000
December 31, 2020	$16,750,000
March 31, 2021	$16,750,000
June 30, 2021	$16,750,000
September 30, 2021	$16,750,000
December 31, 2021	$16,750,000
March 31, 2022	$16,750,000
Term Loan Maturity Date	the    remaining    principal amount

To the extent not previously paid, outstanding Term Loans shall be due and payable on the Term Loan Maturity Date. If any payment under this clause (i) shall be due on a day that is not a Business Day, the date for payment shall be the next preceding Business Day.

(b)To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the Revolving Facility MaturityDate.

(c)Subject to Section 2.23, prepayment of the Loansfrom:

(i)(x) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) other than the Net Proceeds of the Bridges Sale, to be applied to prepay Term Loans shall be applied to reduce, in the inverse order of maturity, the unpaid scheduled amortization payments under paragraph (a)(i) above, in respect of Term Loans on a ratable basis (which shall include, for the avoidance of doubt, the Term Loan Maturity Date payment) and (y) all Net Proceeds of the Bridges Sale pursuant to Section 2.11(b) to be applied to prepay Term Loans shall be applied to reduce, first, in the direct order of maturity, the unpaid scheduled amortization payments under paragraph (a)(i) above in respect of Term Loans that are due on June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020 so that each such amortization payment is reduced to $3,350,000, second, in the direct order of maturity, the unpaid scheduled amortization payments under paragraph (a)(i) above in respect of Term Loans that are due on June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021 so that each such amortization payment is reduced to $8,375,000, and third, to the Term Loan Maturity Date payment;and

(ii)any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to reduce in the inverse order of maturity, the unpaid scheduled amortization payment under paragraph (a)(i) above in respect of the Term Loans on a ratable basis (which shall include, for the avoidance of doubt, the Term Loan Maturity Datepayment).

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(d)Prior to any repayment of any Loan or Loans hereunder, the Borrower shallselecttheBorrowingorBorrowingsconstitutingsuchLoanorLoanstoberepaidorreduced and shall notify the Administrative Agent in writing by electronic mail or telecopy) of such selection (i) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the scheduled date of such repayment, (ii) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the scheduled date of such repayment or reduction and (iii) in the case of an ABR Revolving Borrowing, not later than 10:00 a.m. Local Time, one Business Day prior to the day of such repayment.Except as otherwise provided in Section 2.11(e), each repayment of  aBorrowingwithin any Class shall be applied ratably to the Loans in such Class included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence,  the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent in writing (by electronic mail or telecopy) of such selection not later than 12:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid and any fees required pursuant to Section 2.12(e) and reasonably documented out-of-pocket expenses with respect to such repayments to the extent required to be reimbursed pursuant to the terms of this Agreement. Notwithstanding anything herein to the contrary (but in any event subject to Section 2.16), the Borrower may rescind any notice of prepayment pursuant to Section 2.11(a), if such prepayment would have resulted from a refinancing or repayment of the facilities under this Agreement (whether through the incurrence of other Indebtedness, issuance of Equity Interests or otherwise), which refinancing or repayment shall not be consummated or shall otherwise be delayed, or (d) condition such prepayment pursuant to Section 2.11(a) on the consummation of such refinancing or repayment.  Any prepayments required to be made under Sections 2.11(b), (c) orshall be accompanied by a written notice of such prepayment in accordance with the timing in this Section 2.10(d), and shall include the sub-section of Section 2.11 that such payment is being made pursuantto.

SECTION2.11Prepayment of Loans.   (a)   The Borrower shall  havethe right, in its sole discretion at any time and from time to time to prepay any Borrowing in whole or in part, in accordance with paragraphs (c) and (d) of Section 2.10, without premium or penalty (but subject to Section 2.16 and except for the Prepayment Fee payable pursuant to Sections 2.12 (e)), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior written notice in accordance with Section 2.10(d); provided that, notwithstanding the foregoing, prepayments of Swingline Loans shall require notice to Swingline Lenders and such notice must be received by not later than 10:00 a.m. one (1) Business Day prior to the date of prepayment.

(b)All Net Proceeds shall be applied promptly after receipt thereof to prepay Term Loans in accordance with paragraphs (c) and (d) of Section 2.10. For the avoidance of doubt, in the event that any Net Proceeds are not reinvested by the Borrower within the 12 month period referred to in “Net Proceeds”, or, upon request by the Administrative Agent if an Event of Default shall have occurred and be continuing, the Borrower shall immediately apply the Net Proceeds as set forth in paragraphs (c) and (d) of Section2.10.

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(c)Not later than 90 days after the end of each Excess Cash Flow Period (or such later date, if any, on which the Borrower is permitted or required to deliver annual audited statementsunderSection5.04(a)),commencingwiththeExcessCashFlowPeriodendingonDecember 31, 2017, the Borrower shall prepay the Term Loans as set forth in paragraphs (c)  and (d) of Section 2.10 in an aggregate amount equal to the (A) the Required Percentage of such Excess Cash Flow, if any, for such Excess Cash Flow Period, minus (B) the sum of (1) the aggregate  principal  amount  of  voluntary  prepayments  of   Term   Loans   pursuant   to Section 2.11(a), (2) permanent voluntary reductions of Revolving Facility Commitments pursuant to Section 2.08(b) solely to the extent that an equal amount of Revolving Facility Loans was simultaneously repaid pursuant to Section 2.11(a) (and solely to the extent any such voluntary prepayments of Term Loans and permanent reductions of Revolving Facility Commitments shall not have already been deducted when calculating Excess Cash Flow) and (3) the aggregate amount of Net Proceeds applied to repay the Term Loans pursuant to Section 2.11(b) in respect of clause (c) of the definition of “Net Proceeds” in such Excess Cash Flow Period; provided, that if the amount in clause (B) exceeds the amount in clause (A), no such prepayment of Term Loans shall be required. Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 5.04(a), the Borrower will deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment and the calculation thereof in reasonabledetail.

(d)In the event and on such occasion that the total Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeds the total Revolving Facility Commitments, the Borrower shall prepay Revolving Facility Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit Cash Collateral in an account with the Collateral Agent pursuant to Section 2.22) in an aggregate amount equal to such excess.

(e)Notwithstanding anything to the contrary contained in this Section 2.11 or any other provision of this Agreement, the Borrower may prepay any Class or Classes of outstanding Term Loans, at a discount to par pursuant to one or more auctions (each, an “Auction”) on the following basis (any such prepayment, an “AuctionPrepayment”):

(i)[Reserved].

(ii)All Term Lenders (other than Defaulting Lenders) of the applicable Class or Classes shall be permitted (but not required) to participate in each Auction. Any such Lender who elects to participate in an Auction may choose to offer all or part of such Lender’s Term Loans of the applicable Class forprepayment.

(iii)Each Auction Prepayment shall be subject to the conditions that (A) the Administrative Agent shall have received a certificate to the effect that (I) immediately prior to and after giving effect to the Auction Prepayment, no Default shall have occurred and be continuing, (II) as of the date of the Auction Notice (as defined in Exhibit F), the

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Borrower is not in possession of any material non-public information with respect to Holdings or any of its Subsidiaries that has not been disclosed to the Lenders (other than Lenders that do not wish to receive material non-public information with respect to Holdings or any of its Subsidiaries) prior to such date, and, if not disclosed to the Lenders,couldreasonablybeexpectedtohaveamaterialeffectupon,orotherwisebematerial to, (1) a Lender’s decision to participate in any Auction or (2) the market price of the Term Loans subject to such Auction, and (III) each of the conditions to such Auction Prepayment has been satisfied, (B) immediately prior to and after giving effect to the Auction Prepayment, the sum of the unused Revolving Facility Commitments plus UnrestrictedCashandcashequivalentsheldbyLoanPartiesshallnotbeless than$75,000,000, (C) each offer of prepayment made pursuant to this Section 2.11(e) must be in an amount not less than $5,000,000, (D) no Auction Prepayment shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan, and (E) any Auction Prepayment shall be offered to all Lenders with Term Loans on a pro rata basis.

(iv)All Term Loans prepaid by the Borrower pursuant to this Section 2.11(e) shall be accompanied by all accrued interest on the par principal amount so prepaid to, but not including, the date of the Auction Prepayment. Auction Prepayments shall not be subject to Section 2.16. The par principal amount of Term Loans prepaid pursuant to this Section 2.11(e) shall be applied pro rata to reduce the remaining scheduled installments of principal thereof pursuant to Section2.10(c)(i).

(v)Each Auction shall comply with the Auction Procedures and any such other procedures established by the Administrative Agent in its reasonable discretion and agreed to by theBorrower.

(vi)This Section 2.11(e) shall neither (A) require the Borrower to undertake any Auction nor (B) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section2.11(a).

SECTION2.12Fees.   (a)   The Borrower agrees to pay toeachRevolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December in each year, and three Business Days after the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated as provided herein (which, if said day is not a Business Day, then the next Business Day thereafter), a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending  with the date on which the last of the Revolving Facility Commitments of such Lender shall be terminated), which shall accrue at a rate equal to the Applicable Margin. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Facility Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Revolving Facility

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Commitments of such Lender shall be terminated as providedherein.

(b)The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender, through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Applicable Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period; provided that in no event shall the L/C Participation Fee for any Letter of Credit be less than $500 for any annual period; provided, however, that any L/C Participation Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.22 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to the Issuing Bank for its own account, and (ii) to each Issuing Bank, for its own account, (x)         three Business Days after the last day of March, June, September and December of each year  and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate to be agreed between the Issuing Bank and the Borrower per annum of the daily average stated  amount of such Letter of Credit (or as otherwise agreed with such Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360days.

(c)The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the fees set forth in the Agent Fee Letter (the “Administrative AgentFees”).

(d)[reserved].

(e)If (x) the Borrower makes a voluntary prepayment of all or any portion of Term Loans pursuant to Section 2.11(a) or a mandatory prepayment of all or any portion of Term Loans pursuant to Section 2.11(b) from the receipt of Net Proceeds pursuant to clause (b) of the definition thereof, (y) any Prepayment Transaction is consummated in respect of all or any portion of the Term Loans (including an assignment of all or any portion of a Term Loan held by a Non-Consenting Lender pursuant to Section 2.19(c)) or (z) the Term Loans become due as a

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result of an acceleration of the Term Loans pursuant to Section 7.01 (collectively, the “Payment Events” and each , a “Payment Event”), the Borrower shall pay each Lender whose Term Loans are subject to such Payment Event, on the date of such Payment Event, a fee (the “Prepayment Fee”), equal to: (i) if such Payment Event occurs on or prior to the second anniversary of the Closing Date, the Make Whole Premium Amount applicable to the aggregate principal amount  of Term Loans subject to such Payment Event, (ii) if such Payment Event occurs after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, 3.00% on the aggregate principal amount of Term Loans subject to such Payment Event and (iii) ifsuchPaymentEventoccursafterthethirdanniversaryoftheClosingDatebutonorpriortothe fourth anniversary of the Closing Date, 2.00% on the aggregate principal amount of Term Loans subject to such Payment Event; provided that with respect to any Payment Event in  respect of an acceleration in regard to Section 7.01(g) or prepayment in connection with a  Change in Control (a “COC Payment Event”), the Prepayment Fee that the Borrower shall pay each Lender whose Term Loans are subject to such COC Payment Event, payable on the date of such COC Payment Event, shall be equal to: (i) if such COC Payment Event occurs on or prior  to the first anniversary of the Closing Date, the COC Make Whole Premium Amount applicable to the aggregate principal amount of Term Loans subject to such COC Payment Event, (ii) if  such COC Payment Event occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 3.00% on the aggregate principal amount of Term Loans subject to such COC Payment Event and (iii) if such COC Payment Event occurs after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, 1.00% on the aggregate principal amount of Term Loans subject to such COC Payment Event; provided, however that for the avoidance of doubt, no Prepayment Fee shall be due with respect to any prepayments made pursuant to Section 2.11(b) from the receipt of Net Proceeds pursuant to clauses (a) and (c) of the definition thereof and Section 2.11(c). Notwithstanding anything to the contrary herein, with respect to the first $31,070,000 of Term Loan principal voluntary or mandatory prepayments or repayments pursuant to any provision  of this Agreement following the Fourth Amendment Effective Date (and excluding, for the avoidance of doubt, the Fourth Amendment Prepayment Released Escrow Funds which shall not reduce the foregoing amount), including with respect to any Payment Event, COC Payment Event or payment at maturity or due because of acceleration and solely excluding the regularly scheduled amortization payments made pursuant to Section 2.10 (but not excluding the Term Loan Maturity Date payment) the Borrower shall pay each Lender whose Term Loans are subject to such payment, on the date of such payment, a fee equal to the greater of (x) the fee that would otherwise be payable with respect to Payment Events or COC Payments Events if such payment occurs in connection with a Payment Event or COC Payment Event, as applicable, and (y) 3.00% on the aggregate principal amount of Term Loans subject to suchpayment.

(f)All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the applicable Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under anycircumstances.

SECTION2.13Interest.   (a) The Loans comprising eachABRBorrowing

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(including each Swingline Loan) shall bear interest at the ABR plus the ApplicableMargin.

(b)The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the ApplicableMargin.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, then (i) such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (A) in the case of overdue  principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (B) in the case of any other amount, 2.00% plus the interest rate that would have applied had such amount, during the period of non-payment, constituted an ABR Loan, and (ii) all other principal of any Loan then outstanding hereunder shall bear interest at a rate of 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.13; provided, that this paragraph (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.09.

(d)Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan, (ii) in the case of Revolving Facility Loans, upon the earlier of the termination of the Revolving Facility Commitments and the Revolving Facility Maturity Date and (iii) in the case of the Term Loans, on the Term Loan Maturity Date; provided, that (A) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (C) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of suchconversion.

(e)All computations of interest for ABR Loans determined by reference to the “Prime Rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis  of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.18(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifesterror.

(f)When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 2.13 (Interest) or in other Sections of this Agreement is not and will not become subject to Swiss withholding tax (Verrechnungssteuer). Notwithstanding that the parties do not anticipate (acting in good faith) that any payment of interest will be subject to Swiss withholding tax (Verrechnungssteuer), they agree that, if a tax deduction for Swiss withholding tax (Verrechnungssteuer) is required by law to be made by a Loan Party in respect of any interest payable by it under this Agreement and should, in respect of

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such Loan Party, paragraph (b) of Section 2.17 (Payments free of Taxes) or paragraph (d) of Section 2.17 (Indemnification by Borrower) be unenforceable for any reason, the applicable interest rate in relation to that interest payment shallbe

(i)the interest rate which would have applied to that interest payment (as provided for in this Section 2.13 (Interest) or otherwise in this Agreement in the absence of this paragraph(g)) divided by

(ii)1 minus the rate at which the relevant Tax Deduction is required to be made (where the rate at which the relevant deduction or withholding of Tax is required to be made is for this purpose expressed as a fraction of 1 rather than as a percentage)and

(1) the relevant Loan Party shall be obliged to pay the relevant interest at the adjusted rate in accordance with this paragraph, (2) the relevant Loan Party shall make the tax deduction for Swiss withholding tax (Verrechnungssteuer) on the so recalculated interest and (3) all references to a rate of interest in this Agreement shall be construed accordingly..

(g)To the extent that interest payable by a Loan Party under this Agreement becomes subject to Swiss withholding tax (Verrechnungssteuer), each relevant Lender and the Loan Parties shall promptly co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) to the extent possible and necessary for the relevant Loan Party to obtain authorization to make interest payments without them being subject to Swiss withholding tax (Verrechnungssteuer) or to allow the Lenders to prepare claims for the refund of any Swiss withholding tax (Verrechnungssteuer) sodeducted.

SECTION2.14Alternate Rate of Interest.  If prior to thecommencementof any Interest Period for a Eurocurrency Borrowing denominated in any currency, on anyday:

(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining any applicable Adjusted Eurocurrency Rate for such currency for such Interest Period for such day;or

(b)the Administrative Agent is advised by the Required Lenders that any applicable Adjusted Eurocurrency Rate for such currency for such Interest Period for such day will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing, for such Interest Period or suchday;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by electronic mail or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as on the last day of

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the Interest Period applicable thereto, an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing in such currency, such Borrowing shall be made as an ABR Borrowing.

SECTION2.15Increased Costs.  (a)  If any Change in Lawshall:

(i)impose, modify or deem applicable any reserve, special deposit compulsory loan, insurance charge or similar requirement against assets of, depositswith or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any Issuing Bank;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participationtherein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining  any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reductionsuffered.

(b)If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by  such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reductionsuffered.

(c)A certificate of a Lender or an Issuing Bank setting forth the amount or

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amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’sorIssuingBank’srighttodemandsuchcompensation;provided,thattheBorrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION2.16Break Funding Payments.  In the event of (a) thepayment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or  continue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender  the amount shown as due on any such certificate within 10 days after receiptthereof.

SECTION2.17Taxes.

(a)Defined Terms. For purposes of this Section 2.17, the term “Lender”

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includes any Issuing Bank and the term “applicable law” includesFATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdingsapplicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any OtherTaxes.

(d)Indemnification by the Borrower. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifesterror.

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the AdministrativeAgent.

(f)Indemnification by the Lenders. Each Lender shall severally indemnify  the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to

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set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph(e).

(g)Status ofLenders.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit  such  payments  to  be  made  without withholding  or  at  a  reduced  rate  of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(g) (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S.Borrower,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholdingtax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following isapplicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other

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applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such taxtreaty;

(2)executed copies of IRS FormW-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a  “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W- 8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirectpartner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may  be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and

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the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of thisAgreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party,  upon  the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any otherPerson.

(i)Survival.  Each party’s obligations under this Section 2.17 shall survive  the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any LoanDocument

SECTION2.18Payments Generally;  Pro Rata Treatment;  SharingofSet- offs.  (a)  Unless otherwise specified, the Borrower shall make each payment required to be   made by it hereunder (whether of principal, interest, fees or reimbursement of  L/C Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have  been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to

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the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Unless otherwise specified, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan; all other payments hereunder and under each other Loan Document shall be madeinU.S. Dollars, except as otherwise expressly provided herein.  Any payment required to be  madeby the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b)If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal, and unreimbursed L/C Disbursements then due to such parties, and (iii) third, towards payment of principal then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to suchparties.

(c)If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans of a given Tranche, Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon under any Tranche than the proportion received by any other Lender under such Tranche, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of other Lenders under such Tranche to the extent necessary so that the benefit of all such payments shall be shared by the Lenders under such Tranche ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans under such Tranche; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply to (x) any payment made pursuant to and in accordance with the express  terms of this Agreement (including, without limitation, Section 2.11(e) or the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.22, or (z) any payment obtained by a Lender as consideration for the

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assignment of or sale of a participation in any of its Loans or subparticipations in L/C Disbursements or Swingline Loans to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of suchparticipation.

(d)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrower will notmake such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day  from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of (A) (1) in the case of Loans, the Federal Funds Effective Rate, (2) in the case of any other amounts denominated in U.S. Dollars, the Federal Funds Effective Rate, and (3) in the case of any other amount denominated in a currency other than U.S. Dollars, the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbankcompensation.

(e)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the applicable conditions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, withoutinterest.

(f)The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.05(d) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.05(d) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section9.05(d).

SECTION2.19Mitigation  Obligations;  Replacement  of  Lenders. (a)If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant

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to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation orassignment.

(b)If any Lender requests compensation under Section 2.15, or if the  Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligationsunder this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lenders and the Issuing Banks), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, (iv) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.05, and (v) such assignment does not conflict with any applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a DefaultingLender.

(c)If any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 9.09 requires the consent of all the Lenders affected or each Lender and with respect to which the Required Lenders (as may be required by Section 9.09 in any given case) shall have granted their consent (any such Lender referred to above, a “Non-Consenting Lender”), then so long as no Event of Default then exists, theBorrowershallhavetheright(unlesssuchNon-ConsentingLendergrantssuchconsent)to (x) replace any such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans and Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lenders and the Issuing Banks) or (ii) require such Non-Consenting Lender to assign all of its Term Loans hereunder or all of its Revolving Facility Commitments or Revolving Facility Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lenders and the Issuing Banks); provided, that (i) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced, including  obligations arising under Section 2.16 as a result of such replacement, and/or all Obligations of the Borrower owing to such Non-Consenting Lender in respect of any Loans required to be assigned shall be paid in full to such Non-Consenting Lender concurrently with such assignment (including all

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fees payable to such Non-Consenting Lender in accordance with Sections 2.12(d) and (e)),  and(y) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section9.05.

SECTION2.20[Reserved].

SECTION2.21Illegality.   If any Lender reasonably determines   thatany changeinlawhasmadeitunlawful,orthatanyGovernmentalAuthorityhasassertedafterthe Closing Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

SECTION2.22CashCollateral.

(a)Certain Credit Support Events. Upon the request of the Administrative Agent or any Issuing Bank if, as of the expiration date for all Letters of Credit set forth in Section 2.05(c), any L/C Exposure for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then outstanding amount of all L/CExposure.

(b)Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at a bank to be reasonably agreed between the Administrative Agent and the Borrower. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Collateral Agent, for the benefit of the Administrative Agent, the applicable Issuing Bank and the Lenders (including the applicable Swingline Lenders), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant  hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.22(c). If at any time the Administrative Agent or the Collateral Agent determines that Cash Collateral is subject to any right or claim of any person other than the Collateral Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, then (i) the Borrower (solely to the extent that the applicable Cash Collateral was provided by  the Borrower), or (ii) the relevant Defaulting Lender (solely to the extent that the applicable  Cash Collateral was provided by such Defaulting Lender) will, promptly upon demand by the

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Administrative Agent, pay or provide to the Collateral Agent additional Cash Collateral in an amount sufficient to eliminate suchdeficiency.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.22 or Sections 2.04, 2.05,2.11, 2.23 or 7.01 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific Letter of Credit obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 9.04(b)(ii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not  be released during the continuance of a Default or Event of Default (and following application as providedinthisSection2.22maybeotherwiseappliedinaccordancewithSection7.01),and

(z)the person providing Cash Collateral and the Issuing Banks or Swingline Lenders, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or otherobligations.

SECTION2.23DefaultingLenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicableLaw:

(i)Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section9.09.

(ii)Reallocation of Payments. Any payment of principal, interest, fees or  other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.06), shall be applied at such time or times as  may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder;  second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lenders hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Banks or Swingline Lenders, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any

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participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Banks or Swingline Lenders against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment ofacourtofcompetentjurisdictionobtainedbytheBorroweragainstthatDefaultingLender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant  to  this Section 2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consentshereto.

(iii)Certain Fees. The Defaulting Lender (x) shall not be entitled to receive any Commitment Fee pursuant to Section 2.12(a) for any period during which  that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such  fee that otherwise would have been required to have been paid to that  Defaulting Lender), and (y) shall be limited in its right to receive L/C Participation Fees as provided in Section2.12(b).

(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount

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of the Loans of that Lender.

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swingline Lenders and the Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.23(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the BorrowerwhilethatLenderwasaDefaultingLender;andprovided,further,thatexcepttothe extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants that:

SECTION3.01Organization;    Powers.        Except    as    set    forth   on Schedule 3.01, each of Holdings, the Borrower and each of the Subsidiaries (a) is a limited liability company, unlimited liability company, corporation or partnership duly organized, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization, (b) has all requisite corporate or other organizational power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in each jurisdiction and licensed and, as applicable, in good standing under the laws of each jurisdiction where such qualification or license or, if applicable, good standing is required, except where the failure so to qualify could not reasonably be expected to have a Material Adverse Effect, (d) has the corporate or other organizational power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder and (e) has all requisite governmental licenses, authorizations, consents and approvals to own its property and assets and to carry on its business as now conducted, except where the failure to do so could not reasonably be expected to have a Material AdverseEffect.

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SECTION3.02Authorization.   The  execution,  deliveryandperformanceby Holdings, the Borrower and each of the Loan  Parties  of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the Transactions, (a) have been duly authorized by all corporate, stockholder or limited liability company or partnership action required to be obtained by Holdings, the Borrower and such Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents (including any limited liability company or operating agreements) or by-laws of Holdings, the Borrower or any such Loan Parties, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which Holdings, the Borrower or any such Loan Parties is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,or(iii)resultinthecreationorimpositionofanyLienuponorwithrespecttoanyproperty or assets now owned or hereafter acquired by Holdings, the Borrower or any such Loan Parties, other than the Liens created by  the  Loan  Documents  and  Liens  permitted  by  Section6.02.

SECTION3.03Enforceability.   This  Agreement  has  been dulyexecuted and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rightsgenerally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) except to the extent set forth in the applicable Foreign Pledge Agreements or Foreign Security Documents, any foreign laws, rules and regulations as they relate to pledges of Equity Interests or granting of Liens pursuant to suchagreements.

SECTION3.04Governmental Approvals.   No action, consentorapproval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) filings necessary to perfect or maintain the perfection or priority of the Liens created by the Security Documents (including, for the avoidance of doubt, the filing of Uniform Commercial Code financing statements and equivalent filings in foreign jurisdictions), (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such as have been made or obtained and are in full force and effect, (e) such other actions, consents, approvals, registrations or filings with respect to which the failure to be obtained or

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made could not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule3.04.

SECTION3.05Financial  Statements.    (a)  The  Borrowerhasheretofore furnished to theLenders:

(i)The unaudited pro forma condensed combined balance sheet as of December 31, 2016 (the “Pro Forma Closing Balance Sheet”) of the Borrower, together with its combined subsidiaries (in each case including the notes thereto), copies of which have heretofore been furnished to each Lender, which have been prepared giving effect to the Transactions (as if such events had occurred on such date). The Pro Forma Closing Balance Sheet has been prepared in good faith based on assumptions believed by Holdings and the Borrower to have been reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain  items and that the actual amount of such items is subject to change). The Pro Forma Closing Balance Sheet presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated subsidiaries as at December 31, 2016, assuming that the events specified in the second preceding sentence had actually occurred at suchdate.

(ii)The audited consolidated balance sheets of the Borrower and its subsidiaries as at December 31, 2015 and December 31, 2016 and the related statements of operations, changes in combined equity and cash flows of the Borrower and its subsidiaries for the fiscal years ended December 31, 2015 and December 31, 2016, in each such case, copies of which have heretofore been furnished to each Lender, which have been prepared in accordance with GAAP applied consistently throughout the periods involved, and present fairly, in all material respects, the financial position and results of operations of the Borrower and its subsidiaries, as of and on such dates set forth on such financialstatements.

(iii)The unaudited quarterly consolidated balance sheets of the Borrower and its combined Subsidiaries and the related statements of operations and cash flows showing the financial position of the Borrower and its combined Subsidiaries, in each such case, copies of which have heretofore been furnished to each Lender, which have been prepared in accordance with GAAP applied consistently throughout the periods involved, and present fairly, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries, for the most recent fiscal quarter(s) ended after December 31, 2016 and at least 45 days prior to the ClosingDate.

(iv)The unaudited monthly summary income statement information in a form consistent with what is delivered to the Board of Directors and summary balance sheet information in the form agreed to between the Administrative Agent and the Borrower prior to the Closing Date, for the most recent month(s) ended after December 31, 2016 and at least 30 days prior to the ClosingDate.

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(b) Except as set forth in Schedule 3.05(b), as of the Closing Date, none of the Borrower or the Subsidiaries has any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to  in  the  preceding  clauses (a)(i) and (ii). During the period from December 31, 2016, to and including the Closing Date there has been no disposition by Holdings, the Borrower or any of its subsidiaries of any material part of its business or property that has not been disclosed to the AdministrativeAgent.

SECTION3.06No Material Adverse Change or Material AdverseEffect. Since December 31, 2016, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material AdverseEffect.

SECTION3.07Title to Properties; Possession Under Leases.  (a)  Eachof the Borrower and the Subsidiaries has good and valid record fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all its properties and assets (including all Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title, interests or easements could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets held in fee simple are free and clear of Liens, other than Liens expressly permitted by Section6.02.

(b)Each of the Borrower and the Subsidiaries has complied with all obligations under all leases to which it is a party, except where the failure to comply would not reasonably be considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect could not reasonably be expected  to  have  a  Material  Adverse  Effect.  Except  as  set  forth  on  Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect.

(c)Each of the Borrower and the Subsidiaries owns or possesses or has valid licenses to all patents, trademarks, service marks, trade names, copyrights and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the their businesses, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect.

(d)As of the Closing Date, none of the Borrower or the Subsidiaries has received any notice of any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the ClosingDate.

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(e)None of the Borrower or the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any  interest  therein,  except  as  permitted  under  Section 6.02 or6.05.

SECTION3.08Subsidiaries.    (a)  Schedule 3.08(a)  sets  forth  as  of the Closing Date the name and jurisdiction of incorporation, formation or organization of each direct and indirect subsidiary of Holdings. Except as set forth on Schedule 3.08(a), as of the Closing Date, all of the issued and outstanding Equity Interests of each subsidiary of Holdings is owned directly by Holdings or by anothersubsidiary.

(b)Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens other than Liens permitted by Section6.02.

(c)As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of Holdings, the Borrower or any of the Subsidiaries, and there are no other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Equity Interests pledged by (or purported to be pledged) under the Security Documents, except rights of employees to purchase Equity Interests of Holdings or as set forth on Schedule3.08(c).

SECTION3.09Litigation; Compliance with Laws.  (a)  As of the   Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. As of the date of any Borrowing after the Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of its subsidiaries or any business, property or rights of any such person which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)None of Holdings, the Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect.

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(c)Agreements with Regulatory Agencies. Neither Holdings, the Borrower nor any of its Subsidiaries is subject to any cease-and-desist or other similar order or  enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Authority that currently restricts the conduct of its business (each item in this sentence, a “Regulatory Agreement”) in a manner that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Nor has Holdings, the Borrower or any of its Subsidiaries been advised since December 31, 2015 by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement that could reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower and each of its Subsidiaries is in compliance with each Regulatory Agreement to which it is party or subject, other than to the extent such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither Holdings, the Borrower nor any of its Subsidiaries has received any notice from any Governmental Authority indicating that either Holdings, the Borrower or any of its Subsidiaries is not in compliance with any such Regulatory Agreement, other than to the extent such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect.

SECTION3.10Federal Reserve Regulations.   (a)  None of  Holdings,the Borrower or the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying MarginStock.

(b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or RegulationX.

SECTION3.11Investment Company Act; Public UtilityHoldingCompany Act. None of Holdings, the Borrower or the Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended,or

(b)a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, asamended.

SECTION3.12Use of Proceeds.   The Borrower will use the  proceedsof the Term Loans borrowed on the Closing Date, to refinance the indebtedness under the Existing Credit Agreement and the Affinion International Notes and for the payment of fees and expenses payable in connection with the Transactions. The Borrower will use the proceeds of the Revolving Facility Loans and the Swingline Loans for working capital needs and other general corporate purposes (including, without limitation, for Permitted Business Acquisitions and to make Permitted Investments). The Borrower will use the proceeds of the Letters of Credit solely to support payment obligations incurred by the Borrower and its Subsidiaries. Other than as set forth on Schedule 3.12, all Senior Notes, Affinion Investments Notes and Existing Holdings Notes shall have been exchanged pursuant to the 2017Exchange.

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Holdings and the Borrower confirm and shall ensure that no proceeds borrowed or Letter of Credit requested under the Credit Facilities have been or will be used in a manner which would constitute a "use of proceeds in Switzerland" as interpreted by Swiss tax authorities for purposes of Swiss withholding tax (Verrechnungssteuer), except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung) has been obtained (in a form satisfactory to the Administrative Agent) confirming that the intended "use of proceeds in Switzerland" does not result therein that interest payments in respect of a Credit Facility become subject to a withholding or deduction for Swiss withholding tax(Verrechnungssteuer).

SECTION3.13Tax Returns.  Except as set forth on Schedule3.13:

(a)Each of Holdings, the Borrower and the Subsidiaries (i) has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax returns required to have been filed by it that are material to such companies taken as a whole and each such Tax return is true and correct in all material respects, including, without limitation, relating to all periods or portions thereof ending on or prior to the Closing Date and (ii) has timely paid or caused to be timely paid all Taxes shown thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or assessments, including, without limitation, relating to all periods or portions thereof ending on or prior to the Closing Date that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, the Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; and

(b)Other than as could not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect: as of the Closing Date, with respect to each of Holdings, the Borrower and the Subsidiaries, (i) there are no claims being asserted in writing with respect to any Taxes, (ii) no presently effective waivers or extensions of statutes of limitation with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other Taxingauthority.

SECTION3.14No  Material  Misstatements.   (a)  Allwritteninformation (other than the Projections, estimates and information of a general economic nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements weremade.

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(b)   Any Projections and estimates and information of a general economic   nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof, as of the date such Projections and estimates were furnished to the Lenders and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower (it being understood that forecasts and projections by their nature are inherently uncertain, that actual results may differ significantly from the forecasted or projected results and that such differences may be material and no assurances are being given that the results reflected in the forecasts and projections will beachieved).

SECTION3.15Employee   Benefit   Plans.      (a)  Except   as  could  not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or as set forth on Schedule 3.15: (i) each of Holdings and the Borrower, the Subsidiaries is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable law; (ii) no Reportable Event has occurred during the past five years as to which Holdings, the Borrower, a Subsidiary or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed; (iii) the present value of all benefit liabilities under each Plan of Holdings, the Borrower, the Subsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, does not exceed the value of the assets of such Plan; (iv) no ERISAEventhasoccurredorisreasonablyexpectedtooccur;and(v)noneofHoldings,the Borrower, the Subsidiaries or the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated.

(b)EachofHoldings,theBorrowerandtheSubsidiariesisincompliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case, for such noncompliance that could not reasonably be expected to have a Material Adverse Effect.

(c)None of Holdings, the Borrower or any of the Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme that is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993), and none of Holdings, the Borrower or any of the Subsidiaries is or has at any time been “connected” with or an “associate” of (as those  terms  are  used  in sections 39 and 43 of the Pensions Act 2004) such an employer, other than any such scheme, connection or association that could not reasonably be expected to have a Material Adverse Effect.

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SECTION3.16Environmental    Matters.        Except    as   disclosed   onSchedule 3.16 and except as to matters that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or threatened, that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of the Subsidiaries, (ii) each of the Borrower and the Subsidiaries has obtained and maintained all permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) there has been no material written environmental assessment or audit conducted since January 1, 2005, by the Borrower or any of the Subsidiaries of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of the Subsidiaries under any applicable Environmental Laws, and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Borrower or any of its Subsidiaries and transported to or Released  at any location in a manner that would reasonably be expected to give rise to any cost, liability   or obligation of the Borrower or any of the Subsidiaries under any Environmental Laws, and (v) there are no written agreements in which the Borrower or any of the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been  madeavailable to the Administrative Agent prior to the date hereof.

SECTION3.17Security  Documents.    (a)  The  Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent intended to be created thereby. In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property (as defined in the Collateral Agreement)), when financing statements in appropriate form are filed in the offices specified on Schedule 3 of the Collateral Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in (to the extent required thereby), all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person (except, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section6.02).

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(b)When the Intellectual Property Security Agreements are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral comprised of Intellectual Property in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in (to the extent intended to be created thereby), all right, title and interest of the Loan Parties thereunder in the domestic Intellectual Property included in the Collateral, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors thereunder after the Closing Date) except Liens expressly permitted by Section6.02.

(c)Each Foreign Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof to the fullest extent permissible under applicable law. In the case of the Pledged Collateral described in a Foreign Pledge Agreement, when certificates representing such Pledged Collateral (if any) are delivered to the Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior in right to any other person except Liens expressly permitted by Section6.02.

(d)Each Foreign Security Document is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof to the fullest extent permissible under applicable law. In the case of the Collateral described in a Foreign Security Document, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior in right to any other person except Liens expressly permitted by Section 6.02.

(e)The Mortgages executed and delivered after the Closing Date pursuant to Section 5.11 shall be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of a person pursuant to Liens expressly permitted by Section6.02.

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(f)After taking the actions specified for perfection therein, each Security Document (excluding the Foreign Pledge Agreements, the Foreign Security Documents, the Collateral Agreement and the Mortgages, each of which is covered by another paragraph of this Section 3.17), when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral subject thereto (to the extent intended to be created thereby), and will constitute a fully perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto (to extent required thereby), prior  and superior to the rights of any other person, except for rights secured by Liens expressly provided by Section6.02.

(g)Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, other than to the extent set forth in the applicable Foreign Pledge Agreements or Foreign Security Documents, none of the Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, Collateral owned by any Foreign Subsidiary Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreignlaw.

SECTION3.18Location of Real Property.  Schedule 3.18 listscompletely and correctly as of the Closing Date all material real property owned or leased by Holdings, the Borrower and the Loan Parties and the addresses thereof. As of the Closing Date, Holdings, the Borrower and the Loan Parties own in fee all the real property set forth as being owned by them on such Schedule 3.18. As of the Closing Date, Holdings, the Borrower and the Loan Parties have in all material respects, valid leases in a material real property set forth as being leased by them on Schedule3.18.

SECTION3.19Solvency.     (a)  Immediately  after  giving  effect  to the Transactions on the Closing Date, (i) the sum of the assets of the Borrower (individually) and Holdings, the Borrower and the Subsidiaries on a consolidated basis, both at a fair valuation and at present fair salable value, exceeds the liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities of the Borrower (individually) and Holdings, the  Borrower  and  the  Subsidiaries  on  a  consolidated  basis,  respectively;  (ii)  theBorrower (individually) and Holdings, the Borrower and the Subsidiaries on a consolidated basis, respectively, have sufficient capital with which to conduct their business; and (iii) the Borrower (individually) and Holdings, the Borrower and the Subsidiaries on a consolidated basis have not incurred debts beyond their ability to pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim” means (i) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably

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be expected to become an actual or matured liability.

(b)Neither of Holdings or the Borrower intends to, or believes that it or any  Loan Party will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Loan Party and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such LoanParty.

SECTION3.20Labor Matters.  Except as, individually or intheaggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts, stoppages, slowdowns or other labor disputes pending or threatened against Holdings, the Borrower or any of the Subsidiaries; (b) the hours worked and payments made to employees of Holdings, the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters; (c) all payments due from Holdings, the Borrower or any of the Subsidiaries or for which any claim may be made against Holdings, the Borrower or any of the Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary to the extent required by GAAP; and (d) Holdings, the Borrower and the Subsidiaries are in compliance with all applicable laws, agreements, policies, plans and programs relating to employment and employment practices. Except as set forth on Schedule 3.20, consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is a party or by which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is bound.

SECTION3.21Insurance.   Schedule 3.21 sets forth a true,  completeand correct description of all material insurance maintained by or on behalf of Holdings, the Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. Such insurance complies with the requirements of this Agreement and the other Loan Documents and the Borrower believes (in the good faith judgment of the management of Borrower) that the insurance maintained by or on behalf of Holdings, the Borrower and the Subsidiaries is in at least such amounts as is adequate, reasonable and prudent in light of the size and nature of itsbusiness.

SECTION3.22Senior Debt.  The Obligations constitute “SeniorDebt”(or the equivalent thereof) and “Designated Senior Debt” (or the equivalent thereof) under the Affinion Investments NotesIndenture.

SECTION3.23No Violation.  (a)  None of Holdings, the Borrower orany Subsidiary is (a) a party to any agreement or instrument, or subject to any corporate restriction, that, individually or in the aggregate, has resulted, or could reasonably be expected to result, in a Material Adverse Effect or (b) is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of Holdings, the Borrower or any Subsidiary is a party that, individually or in the aggregate,

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has resulted, or could reasonably be expected to result, in a Material AdverseEffect.

SECTION3.24Holdings Indebtedness.  As of the Closing Date,   andafter giving effect to the Transactions, Holdings’ only Indebtedness is the Indebtedness set forth on Schedule3.24.

SECTION3.25PATRIOT Act, etc. To the extent    applicable, eachLoan Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOTAct.

SECTION 3.26 Sanctions Laws (a)  None  of  the  Loan  Parties  or  Subsidiaries is in violation of any applicable Sanctions Laws, engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable SanctionsLaws.

(b)None of the Loan Parties or Subsidiaries is any of the following (each a “BlockedPerson”):

(i)a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No.13224;

(ii)a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No.13224;

(iii)a Person with which any Agent or Lender is prohibited from dealing or otherwise engaging in any transaction by any SanctionsLaws;

(iv)a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in Executive Order No. 13224);or

(v)a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of suchlist.

(c)No Loan Party or, to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit, the Transactions or the other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No.13224.

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SECTION3.27Anti-Corruption Laws and Sanctions Laws.TheBorrower,its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents that act in any capacity in connection with the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws in all material respects. None of (a) the Borrower, any Subsidiary or, to the knowledge of Borrower, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable SanctionsLaws.

ARTICLE IV

Conditions of Lending

The obligations of (a) the Lenders (including the Swingline Lenders) to make Loans and (b) any Issuing Bank to issue, amend, extend or renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction of the following conditions:

SECTION4.01All Credit Events.  On the date of each Borrowing  andon the date of each issuance, amendment, extension or renewal of a Letter ofCredit:

(a)The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section2.05(b).

(b)The representations and warranties set forth in the Loan Documents that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, in each case on and as of the date of such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any (i) increase in the stated amount of such Letter of Credit or (ii) extension of the expiration of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, as of such earlierdate).

(c)At the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any (i) increase in the stated amount of such Letter of Credit or (ii) extension of the expiration of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing or would resulttherefrom.

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Each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any(i)increase in the stated amount of such Letter of Credit or (ii) extension of the expiration of such Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section4.01.

SECTION4.02Closing Date.  On the ClosingDate:

(a)The Administrative Agent (or its counsel) shall have received from each party  hereto  either  (i)  a  counterpart  of  this  Agreement  signed  on  behalf  of  such  partyor (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of thisAgreement.

(b)The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Closing Date the following favorable and customary executed legalopinions:

(i)the legal opinion Akin Gump Strauss Hauer and Feld, LLP, special counsel for Holdings, the Borrower and the other Loan Parties;and

(ii)the legal opinion of local counsel in each jurisdiction in which a material Loan Party is organized (and such other opinions as reasonably requested by the Administrative Agent in its sole discretion), to the extent such Loan Party is not covered by the opinion referenced in the preceding clause(i).

Each legal opinion shall be (i) in form and substance reasonably satisfactory to the Administrative Agent, (ii) dated the Closing Date, and (iii) addressed to each Issuing Bank, the Administrative Agent and the Lenders, covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. Each of Holdings, the Borrower and the other Loan Parties hereby instructs its counsel to deliver such opinions.

(c)[Reserved].

(d)The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii)below:

(i)a copy of the certificate or articles of incorporation or formation, limited liability agreement, partnership agreement or other constituent or governing documents, including all amendments thereto, of each Loan Party, (a) if applicable in such jurisdiction,certifiedasofarecentdatebytheSecretaryofState(orothersimilar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), and (b) otherwise, (i) certified by the Secretary or Assistant Secretary of each such Loan Party or other person duly authorized by the constituent documents of such Loan Party or (ii) otherwise in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders;

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(ii)a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by the constituent documents of such Loan Party dated the Closing Date andcertifying:

(A)that attached thereto is a true and complete copy of the by-laws (or limited liability company agreement, articles of association, partnership agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B)below;

(B)that attached thereto is a true and complete copy of resolutions (or equivalent authorizing actions) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member), and, with respect to each Loan Party incorporated in the Netherlands, if required by law or its constituent documents, the general meeting (algemene vergadering), (algemene ledenvergadering) and/or supervisory board (raad van commissarissen) of such Loan Party, authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the ClosingDate;

(C)that attached thereto, in relation to a Loan Party incorporated in Switzerland, is a true and complete copy of the minutes of a shareholder/quotaholder resolutions duly adopted by the shareholder/quotaholder of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the ClosingDate;

(D)that the certificate or articles of incorporation, by-laws, limited liability company agreement, articles of association, partnership agreement or other equivalent constituent and governing documents of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i)above;

(E)as to the incumbency and specimen signature of each officer or other duly authorized person executing any Loan Document or any other document delivered in connection herewith on behalf of such LoanParty;

(F) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such LoanParty;

(G)In the case of a Loan Party formed, incorporated or organized under the laws of England and Wales), confirming that borrowing or guaranteeing or securing, as appropriate, the total commitments would not cause any

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borrowing, guarantee, security or similar limit binding on it to be exceeded;and

(iii)a certification of another officer or other duly authorized person as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party executing the certificate pursuant to clause (ii)above.

(iv)In the case of a Loan Party formed, incorporated or organized under the laws of England and Wales), a copy of a resolution of the board of directors (or applicable equivalent) and/or the shareholders of that Loan Party (in each case to the extent required by law): (i) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute the Loan Documents to which it is a party; (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (iii) authorizing a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Loan Documents to which it is aparty;

(v)The Administrative Agent shall have received in the case of each Loan Party incorporated in the Netherlands, if applicable, an unconditional positive advice (advies) of each works council having jurisdiction over that Loan Party and the related request for advice (adviesaanvraag) or confirmation of such works council that it irrevocably and unconditionally waives its right to render advice, or, if not applicable, a confirmation by the Board of Directors of that Loan Party in the resolutions referred to in paragraph (ii) (B) above that such Loan Party does not have a workscouncil.

(e)The elements of the Collateral and Guarantee Requirement referred to in clauses (a), (b), (c), (d) and (e) shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such filings (or similar documents) are permitted by Section 6.02 or have beenreleased.

(f)On the Closing Date, the Transactions shall be consummated substantially concurrently with the funding of the Term Loans on the Closing Date, and after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than Indebtedness permitted pursuant to Section6.01.

(g)The Administrative Agent shall have received a customary certificate in from a Responsible Officer of the Borrower, in form and substance satisfactory to the Administrative Agent and addressed to the Administrative Agent and the Lenders, certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, aresolvent.

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(h)The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date (including, for the avoidance of doubt, pursuant to the Fee Letters) and, to the extent invoiced at least 3 Business Days prior to the Closing Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Latham & Watkins LLP and reasonablynecessaryU.S. local and foreign counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document and the Borrower shall have otherwise complied in all material respects with the terms of the FeeLetters.

(i)The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.02 of this Agreement (provided that to the extent unavailable by the Closing Date, the Borrower shall comply with such requirements as set forth in Schedule5.17).

(j)Since December 31, 2016, no Material Adverse Effect hasoccurred.

(k)The Lenders shall have received the Pro Forma Closing Balance Sheet and the financial statements described in Section3.05(a).

(l)The Administrative Agent shall have received a certificate of Holdings, Dated the Closing Date, confirming satisfaction with Sections 4.01(b), 4.01(c) and4.02(n).

(m)At least five Business Days prior to the Closing Date, the Agents and the Lenders shall have received all documentation and other information required by bank  regulatory authorities or reasonably requested by any Agent or any Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including  the PATRIOT Act, and including a duly executed W-9 tax form (or such other applicable IRS  tax form) of the Borrower that was requested at least 10 Business Days prior to the ClosingDate.

(n)The Total Secured Leverage Ratio as of the Closing Date, calculated based on EBITDA for the four consecutive fiscal quarter period ended on December 31, 2016, shall not exceed5.90:1.00.

(o)The 2017 Exchange shall have been consummated, in  all  material respects, in accordance with the terms and conditions set forth in the 2017 Exchange Documents; provided that any modifications, amendments or waivers thereto shall not be adverse to the interests of the Administrative Agent, the Lenders or the Arrangers unless consented to in  writing by the Administrative Agent, the Lenders and the Arrangers; provided, for the avoidance of doubt, (i) any change to cash consideration being offered to note holders pursuant to the 2017 Exchange Documents shall not be adverse to the interests of the Administrative Agent, the Lenders or the Arrangers if any increase in such amount would be funded by proceeds from the issuance of 2017 Exchange Notes pursuant to the Investor Purchase Agreement and (ii) any waiver of the minimum condition with respect to the exchange of the Senior Notes pursuant to the 2017 Exchange Documents shall not be adverse to the interests of the Administrative Agent, the Lenders or the Arrangers if any unexchanged Senior Notes are redeemed, purchased or otherwise discharged concurrently with the closing of the 2017 Exchange.

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Without limiting the generality of the provisions of the last  paragraph  of  Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objectionthereto.

ARTICLE V

Affirmative Covenants

Each of Holdings (solely with respect to Section 5.01(a), Section 5.03  and  Section 5.06) and the Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect (other than in respect of contingent indemnification obligations) and until the Commitments have been terminated and the principal of and interest  on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, each of Holdings (solely with respect to Section 5.01(a), Section 5.03 and Section 5.06) and the Borrower will, and will cause each of the Subsidiariesto:

SECTION5.01Existence; Businesses and Properties.   (a)  Do or causeto be done all things necessary to preserve, renew and keep in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization, (i) except as otherwise expressly permitted under Section 6.05, and (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that (i) Subsidiaries that are Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Subsidiary Loan Parties and (ii) Subsidiaries that are Foreign Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties unless, in each case, such liquidation is otherwise permitted by Section6.05(b).

(b)Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses, rights and privileges with respect thereto necessary to the normal conduct of its business, unless the failure to do so would not result, in each case, in a Material Adverse Effect, (ii) comply in all material respects with all material applicable laws, rules, regulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged   Properties)   and   judgments,   writs,   injunctions,   decrees   and   orders   of  any Governmental Authority, whether now in effect or hereafter enacted, and (iii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if

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any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

SECTION5.02Insurance.  (a)  Keep its insurable properties insured atall times by financially sound and reputable insurers in such amounts as shall be customary for similar businesses and maintain such other reasonable insurance (including, to the extent consistent with past practices, self-insurance), of such types, to such extent and against such risks, as is customary with companies in the same or similar businesses, taking into account the general degree to which such companies are leveraged, and maintain such other insurance as may be required by law or any other LoanDocument.

(b)Cause all such property and property casualty insurance policies to be endorsed or otherwise amended to include appropriate loss payable endorsements, including, with respect to Mortgaged Properties, a “standard” or “New York” lender’s loss payable endorsement, in each case, in form and substance reasonably satisfactory to the Administrative Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the other Loan Parties under such policies directly to the Administrative Agent; cause all such policies to provide that none of the Borrower, the Administrative Agent or any other party shall be a coinsurer thereunder and to contain a “Replacement Cost Endorsement,” without any deduction for depreciation, and such other provisions as the Administrative Agent may reasonably (in light of a Default or a material development in respect of the insured property) require from time to time to protect their interests; deliver original or certified copies of all such policies or a certificate of an insurance broker to the Administrative Agent; cause each such policy to provide that it shall not be canceled, lapsed (including for nonrenewal) or terminated upon less than 30 days’ prior written notice (or 10 days’ prior written notice in the case of any failure to pay any premium due thereunder) thereof by the insurer to the Administrative Agent; deliver to the Administrative Agent, prior to the cancellation, lapse (including for nonrenewal) or termination of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the Administrative Agent  of payment of the premiumtherefor.

(c)Notify the Administrative Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.02 is taken out by Holdings, the Borrower or any of the Subsidiaries; and promptly deliver to the Administrative Agent a duplicate original copy of such policy or policies, or an insurance certificate with respectthereto.

(d)In connection with the covenants set forth in this Section 5.02, it is understood and agreedthat:

(i)none of the Administrative Agent, the Lenders, the Issuing Bank and their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood

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that (A) the Loan Parties shall look solely to their insurance companies or any other partiesotherthantheaforesaidpartiesfortherecoveryofsuchlossordamageand(B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and the Borrower, on behalf of itself and behalf of each of its subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Lenders, any Issuing Bank and their agents and employees;and

(ii)the designation of any form, type or amount of insurance coverage by the Administrative Agent under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the business of Holdings, the Borrower and the Subsidiaries or the protection of theirproperties.

SECTION5.03Taxes.  Pay and discharge promptly when due allmaterial Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as  well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment  and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (a) the validity or amount thereof shall be contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP with respect thereto, and (c) the failure to make such payment and discharge could not reasonably be expected to result in a Material AdverseEffect.

SECTION5.04Financial   Statements,   Reports,   etc.      Furnish  to  the Administrative Agent (which will promptly furnish such information to theLenders):

(a)as soon as available, but in any event within 90 days (or, if applicable, such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K or, if applicable, such longer period permitted under Rule 12b-25 under the Exchange Act) after the end of each fiscal year, (i) a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such year and, commencing with the fiscal year ending December 31, 2017, setting forth in comparative form the corresponding figures for the prior fiscal year, and (ii) management’s discussion and analysis of significant operational and financial developments during such fiscal year and a “key performance indicator” report with such content as may be mutually agreed by the Administrative Agent and the Borrower, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by an independent certified public accounting firm of recognized national standing reasonably acceptable to the Administrative

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Agent (it being understood that any of the “big four” accounting firms shall be acceptable to the Administrative Agent) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect, other than solely with respect to, or resulting solely from, an upcoming maturity of any Tranche under this Agreement) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower  of Annual Reports on Form 10-K of the Borrower and its consolidated subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such Annual Reports include the information specified herein);

(b)as soon as available, but in any event within 45 days after the first three fiscal quarters of each fiscal year (or, if applicable, such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-Q or, if applicable, such longer period permitted under Rule 12b-25 under the Exchange Act) and within 75 days for the fourth fiscal quarter of any fiscal year, commencing with the fiscal quarter ending March 31, 2017, (i) a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, and (ii) management’s discussion and analysis of significant operational and financial developments during such quarterly period and a “key performance indicator” report with such content as may be mutually agreed by the Administrative Agent and the Borrower, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes (it being understood that the delivery by  the  Borrower  of  Quarterly  Reports  on Form 10-Q of the Borrower and its consolidated subsidiaries shall satisfy the requirements of  this Section 5.04(b) to the extent such Quarterly Reports include the information specified herein));

(c)as soon as available, but in any event within 30 days after the end of each of the first two months of each fiscal quarter, summary income statement information in a form consistent with what is delivered to the Board of Directors and summary balance sheet information in the form agreed to between the Administrative Agent and the Borrower prior to the ClosingDate.

(d)Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.04 may be satisfied with respect to financial information of Borrower and its subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect  parent  of  Holdings)  or  (B)  Holdings’  (or  any  direct  or  indirect  parent  thereof)as applicable, Form 10-K or 10-Q, as applicable; provided that, with respect to clauses (A) and (B), to the extent such information relates to Holdings (or any direct or indirect parent of Holdings), such information is accompanied by consolidating information that explains in reasonable detail

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the differences between the information relating to Holdings (or such direct or indirect parent), on the one hand, and the information relating to the Borrower and its subsidiaries on a standalone basis, on the otherhand.

(e)(i) concurrently with any delivery of financial statements under  paragraph (a) or (b) above, a certificate of a Responsible Officer of the Borrower (A) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail demonstrating compliance with the covenant contained in Section 6.10, or that compliance is not then required in accordance with the terms of Section 6.10, and (ii) concurrently with any delivery of financial statements under paragraph (a) above, but only if available after use of commercially reasonable efforts, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaims responsibility for legalinterpretations);

(f)promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other reports and statements filed by Holdings, the Borrower or any of its subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (f) shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower or any website operated by the SEC containing “EDGAR” databaseinformation;

(g)if, as a result of any change in accounting principles and policies from those applied in the preparation of the financial statements referred to in Section 3.05(a)(ii) for the fiscal year ended December 31, 2016, the consolidated financial statements of the Borrower and its subsidiaries delivered pursuant to paragraph (a) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (a) above following such change, a schedule prepared by a Responsible Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without suchchanges;

(h)within 75 days after the beginning of each fiscal year, detailed consolidated quarterly budgets for such fiscal year and, as soon as available, significant revisions, if any, of such budget and quarterly projections with respect to such fiscal year, including a description of underlying assumptions with respectthereto;

(i)upon the reasonable request of the Administrative Agent, an updated Perfection Certificate (or, to the extent such request relates to specified information containedin the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (i) or Section 5.11(f);

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(j)promptly, a copy of all reports submitted to the Board of Directors (or any committee thereof) of any of Holdings, the Borrower or any Subsidiary in connection with any material interim or special audit made by independent accountants of the books of Holdings, the Borrower or anySubsidiary;

(k)promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any of its subsidiaries, or compliance with the terms of any Loan Document, or such consolidating financial statements, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender);and

(l)promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer Plan by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate, concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonablyrequest.

SECTION5.05Litigation    and    Other    Notices.         Furnish    to   the Administrative Agent written notice of the following promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledgethereof:

(a)any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respectthereto;

(b)the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its subsidiaries as to which an adverse determination is reasonably probable and that, if adversely determined, could reasonably be expected to have a Material AdverseEffect;

(c)any other development specific to Holdings, the Borrower or any of its subsidiaries that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material AdverseEffect;

(d)the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;and

(e)any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiariesthereof.

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SECTION5.06Compliance  with  Laws.    Comply  with  all  laws, rules,regulations and orders of any Governmental Authority as applicable to it or its property, exceptwhere the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided, that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.10, or to laws related to Taxes, which are the subject of Section 5.03.

SECTION5.07Maintaining Records; Access to PropertiesandInspections. Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided that, notwithstanding anything in this Section 5.07 to the contrary, Holdings, the Borrower and its Subsidiaries will not be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure is prohibited by applicable law or binding contractual arrangement and such contractual arrangement was not created or made binding in contemplation of this provision or (iii) is subject to attorney-client or similar privilege or constitutes attorney workproduct.

SECTION5.08Payment of Obligations.  Pay its material Indebtednessand other material obligations, including material Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make such payment could not reasonably be expected to result in a Material AdverseEffect.

SECTION5.09Use of Proceeds.   Use the proceeds of the Loans   andthe Letters of Credit only as contemplated in Section 3.12. The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of anyBorrowing (a)in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws in any material respect, (b) for the purpose of funding, financing or facilitating any unauthorized activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) knowingly in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Fourth Amendment Prepayment Released Escrow Funds shall on the Fourth Amendment Effective Date be used to prepay outstanding Term Loans together with the premium required under Section 6.05(h) in an amount equal to

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3.00% of the aggregate principal amount being so prepaid. The Fourth Amendment Released Escrow Funds shall on the Fourth Amendment Effective Date be deposited into a deposit account subject to an Account Control Agreement in favour of the Collateral Agent,  and  such  Fourth  Amendment  Working  Capital  Released  Escrow  Funds  shallremain in such deposit account until used by the Borrower or its Subsidiaries solely for working capital and/or to make an investment in one or more businesses, or capital expenditures or assets, in each case used or useful in a Similar Business. The proceeds of the Second Lien Facility shall be deposited into a deposit account subject to an Account Control Agreement in favour of the Collateral Agent, and such proceeds shall remain in such deposit account until used by the Borrower or its Subsidiaries solely for working capital and/or to make an investment in one or more businesses, or capital expenditures or assets, in each case used or useful in a Similar Business.

SECTION5.10Compliance with Environmental Laws.   Comply  withall Environmental Laws applicable to its operations and properties; and comply with and obtain and renew all material permits, licenses and other approvals required pursuant to Environmental Law for its operations and properties, except, in each case with respect to this Section 5.10, to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect.

SECTION5.11Further Assurances; Additional Security.  (a) Executeany and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that may  be required under any applicable law, or that the Administrative Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties, and provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the SecurityDocuments.

(b)If any asset (other than real property) that has an individual Fair Market Value in an amount, or if purchase price therefor is, greater than $2,500,000 is acquired by Holdings, the Borrower or any other Loan Party after the Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and other than assets that (i) are subject to secured financing arrangements containing restrictions permitted by Section 6.09(c) pursuant to which a Lien on such assets securing the Obligations is not permitted or (ii) are not required to become subject to the Liens of the Administrative Agent pursuant to Section 5.11(g) or the Security Documents), cause such asset to be subjected to a Lien securing the Obligations pursuant to appropriate Security Documents and take, and cause the Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.11, all at the expense of the Loan Parties, subject to paragraph (g)below.

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(c)Promptly notify the Administrative Agent of the acquisition of, and, upon the written request of the Administrative Agent, grant and cause each of the Loan Parties to grant to the Administrative Agent security interests and mortgages in, such real property of the Borrower or any such Loan Parties as are not covered by the original Mortgages (other than assets that (i) are subject to permitted secured financing arrangements containing restrictions permitted by Section 6.09(c), pursuant to which a Lien on such assets securing the Obligationsisnot permitted or (ii) are not required to become subject to the Liens of the Administrative Agent pursuant to Section 5.11(g) or the Security Documents), to the extent acquired after the Closing Date and having a value or purchase price at the time of acquisition in excess of $2,500,000 pursuant to documentation in such form as is reasonably satisfactory to the Administrative Agent (each, an “Additional Mortgage”) and constituting valid and enforceable perfected Liens superior to and prior to the rights of all third persons subject to no other Liens except as are permitted by Section 6.02, at the time of perfection thereof, record or file, and cause each such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. With respect to each such Additional Mortgage, the Borrower shall deliver, or cause the applicable Loan Party to deliver, to the Administrative Agent contemporaneously therewith a title insurance policy or policies or marked up unconditional binder of title insurance in an amount equal to the Fair Market Value of the Mortgaged Property, paid for by the Borrower or the applicable Loan Party, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and a survey if reasonably available with respect to property outside the United States. Additionally, if applicable, Borrower shall deliver to the Administrative Agent a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the  Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the AdministrativeAgent.

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(d)In connection with (i) the formation or acquisition of any direct or indirect Subsidiary Loan Party or Foreign Subsidiary Loan Party or (ii) any existing direct or indirect subsidiary of Holdings or the Borrower becoming a Subsidiary Loan Party or Foreign Subsidiary Loan Party, within ten Business Days after the date of such formation, acquisition or Subsidiary becoming a Subsidiary Loan Party or Foreign Subsidiary Loan Party, notify the Administrative Agent and the Lenders thereof and, within 20 Business Days after such date or such longer period as the Administrative Agent shall agree (or, in the case of a Foreign Subsidiary Loan Party or a Foreign Pledge Agreement, such later date as may be the first practicable date because ofdelayscausedbyforeignlegalrequirements,despitediligenteffortsonthepartoftheLoanParties), cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary and with respect to any Equity Interest in or Indebtedness of such subsidiary owned by or on behalf of any Loan Party, subject to Section 5.11(g).

(e)[Reserved].

(f)(i) Furnish to the Administrative Agent prompt written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure or (C) in any Loan Party’s organizational identification number, provided, that the Borrower shall not effect or permit any such change unless all filings have been made, or will have been made within 30 days of such change, under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the applicable Secured Parties (to the extent intended to be created by the Security Documents) and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged ordestroyed.

(g)The Collateral and Guarantee Requirement and the other provisions of this Section 5.11 need not be satisfied with respect to (i) any real property held by the Borrower or any of the Subsidiaries as a lessee under a lease, (ii) any Equity Interests acquired after the Closing Date in accordance with this Agreement if, and to the extent that, and for so long as (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) doing so would violate or require a consent (that could not be readily obtained without undue burden on the Loan Parties) under applicable law or regulations or a contractual obligation binding on such Equity Interests, including with regard to any Insurance Subsidiary, after giving effect to anti- assignment provisions of the Uniform Commercial Code and (C) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests, (iii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate a contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or  in connection with the acquisition of such assets, after giving effect to anti-assignment  provisions of the Uniform Commercial Code (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) that is secured by a Lien permitted pursuant  to Section 6.02(i) or (j)), (iv) any Unrestricted Subsidiary or Equity Interests or assets of an

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Unrestricted Subsidiary[restricted] and (v) any Subsidiary or asset with respect to which the Administrative Agent determines that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.11 with respect thereto exceeds the value of the security afforded thereby; provided, that, (i) upon the reasonable request of the Administrative Agent, Holdings and the Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above and (ii) the Administrative Agent may, in its sole discretion, allow for extensions of time for satisfaction of, and waivers with respect to the satisfaction of, the Collateral and Guarantee Requirement or provisions of this Section5.11.

SECTION5.12FiscalYear;Accounting.In  the  case  of  theBorrower, cause its fiscal year to end on December 31.

SECTION5.13Rating.   In  the  case  of  the  Borrower,usecommercially reasonable efforts to maintain (i) public ratings (but not any specific rating) from each of Moody’s and S&P for the Term Loans, (ii) a public corporate credit rating of the Borrower (but not any specific rating) from S&P and (iii) a public corporate family rating of the Borrower (but not any specific rating) fromMoody’s.

SECTION5.14Lender Meetings.   In the case of the Borrower,   uponthe request of the Administrative Agent, (a) participate in a meeting of the Administrative Agent and the Lenders once during each fiscal year to be held at such time and location as may be agreed upon by the Borrower and the Administrative Agent, and (b) to the extent that the Borrower has not already participated in or scheduled a similar conference call for such quarter in connection with the delivery of its financial statements under the 2017 Exchange Notes (which the Administrative Agent and the Lenders can participate in), participate in a telephonic conference call with the Administrative Agent and the Lenders quarterly at such time as may be agreed upon by the Borrower and the AdministrativeAgent.

SECTION5.15Compliance with Material Contracts.  Performandobserve all of the material terms and conditions of each Material Agreement to be performed or observed by it; provided that, no breach of this Section 5.15 shall be deemed to have occurred if any alleged breach or failure to observe the material terms and conditions of a Material Agreement is being contested in good faith by appropriate proceedings by the Borrower or applicable Subsidiary, and the Borrower or such Subsidiary shall have set aside on its books reserves in accordance withGAAP.

SECTION5.16Compliance with Anti-Corruption Laws.Maintainpolicies and procedures reasonably designed to ensure compliance by the Borrower, the Subsidiaries, and their respective directors, officers, employees, and agents with the Anti-CorruptionLaws.

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SECTION5.17Post-Closing Matters.  Deliver to AdministrativeAgent,inform and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.17 hereof or take such actions described on Schedule 5.17, in each case, on or before the dates specified with respect to such items on Schedule 5.17 (or, in each case, such later date as may be agreed to by Administrative Agent in its sole discretion). All conditions, covenants, representations and warranties contained in this Agreement and the other Loan Documents will be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Schedule 5.17 within the time periods specified thereon, rather than as elsewhere provided in the LoanDocuments).

ARTICLE VI

Negative Covenants

Each of Holdings (solely with respect to Sections 6.08(b) and 6.09) and the Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent indemnification obligations) and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees  and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, Holdings will not (solely with respect to Sections 6.08(b) and 6.09) and the Borrower will not, and will not cause or permit any of the Subsidiaries to:

SECTION6.01Indebtedness.  Incur, create, assume or permit to existany Indebtedness,except:

(a)Indebtedness (other than intercompany Indebtedness) of the Subsidiaries existing, or incurred pursuant to facilities existing, on the Closing Date and set  forth  on Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness or, without duplication, replacements of such facilities that would constitute Permitted Refinancing Indebtedness with respect to such facilities if all Indebtedness available to be incurred thereunder were outstanding on the date of suchreplacement;

(b)Indebtedness created hereunder and under the other LoanDocuments;;

(c)Indebtedness of the Borrower and the Subsidiaries pursuant to Swap Agreements permitted by Section6.12;

(d)Indebtedness of the Borrower and the Subsidiaries owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case, provided in the ordinary course of business; provided, that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following suchincurrence;

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(e)Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.04, and (ii) Indebtedness of the Borrower owing to any Subsidiary and Indebtedness of any other Loan Party owing to any Subsidiary that is not a Subsidiary Loan Party shall be subordinated in right of payment to the Obligations on terms reasonably satisfactory to the AdministrativeAgent;

(f)Indebtedness of the Borrower and the Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion  guarantees  and similar obligations, in each case, reasonably required in the conduct of the business (giving  effect to any growth or expansion of such business permitted hereunder), including  those incurred to secure health, safety, insurance and environmental obligations of the Borrower and  its Subsidiaries as conducted in accordance with good and prudent business industry practice and otherwise as permitted by the LoanDocuments;

(g)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business and  in good faith; provided, that (i) such Indebtedness (other than credit or purchase cards) is extinguished within 10 Business Days of notification to the Borrower of its incurrence; and (ii) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence;

(h)(i) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged into or consolidated with the Borrower or any Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement, and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided, that the aggregate principal amount of such Indebtedness at the time of, and after giving effect to, such acquisition, merger or consolidation, such assumption or such incurrence, as applicable (together with Indebtedness outstanding pursuant to this paragraph (h) or paragraph (i) of this Section 6.01 and the Remaining Present Value of outstanding leases permitted under Section 6.03), would not exceed $45,000,000 in theaggregate;

(h)[reserved];

(i)(i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the respective asset permitted under this Agreement in order to finance such acquisition or improvement, (ii) anyin each case, in the ordinary course of business, and (ii) Permitted Refinancing Indebtedness in respect thereof, and (iii) Capital Lease Obligations incurred by the Borrower or any Subsidiary in respect of any Sale and

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Lease-Back Transaction that is permitted under Section 6.03incurred to Refinance such Indebtedness, collectively, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof (together with Indebtedness outstanding pursuant to paragraph (h) of this Section 6.01 or this paragraph (i) and the Remaining Present Value of leases permitted under Section 6.03) would not exceed $45,000,00015,000,000 in theaggregate;

(j)Indebtedness in respect of the 2017 Exchange Notes and Permitted Refinancing Indebtedness with respectthereto;

(k)other Indebtedness of the Borrower or any Subsidiary, in an aggregate principal  amount  at  any  time  outstanding  pursuant  to  this  paragraph (k)  not  in  excess of $30,000,000;40,000,000 (provided that such amount may increase solely with respect to any “payment in kind” interest that accrues thereto) (provided that, for the avoidance of doubt, the incurrence of the Second Lien Facility shall reduce the amounts available pursuant to this paragraph (k)); provided that such Indebtedness (i) shall be unsecured or if secured, shall be secured solely if permitted under Section 6.02(cc), and shall be secured on a junior priority basis to the Liens securing the Obligations, shall be subject to a Junior Lien Intercreditor and Subordination Agreement and shall not have any Liens other than with respect to the Collateral, (ii) if guaranteed will not be guaranteed by any Subsidiary other than a Loan Party, (iii) shall not mature prior to the date that is 91 days after the Latest Maturity Date, (iv) shall have no scheduled amortization, scheduled payments of principal, sinking fund payments or similar scheduled payments, in each case, prior to the final maturity date thereof, other than regularly scheduled payments of interest that are payable in kind; (v) shall not have terms or provisions which are more restrictive on the Borrower and its Subsidiaries than the terms and provisions under the Loan Documents, other than such terms and provisions as the Administrative Agent may agree in its reasonable discretion and such terms and provisions applicable only to the periods after the Latest Maturity Date and (vi) other than for the Second Lien Facility which shall have the terms set forth in the Second Lien Commitment Letter, as in effect on the Fourth Amendment Effective Date, shall not have an effective yield that is 10.00% per annum higher than the effective yield of the Term Loans;

(l)Guarantees by the Borrower or any Subsidiary of any Indebtedness of the Borrower or any Subsidiary expressly permitted to be incurred under this Agreement; provided, that, notwithstanding anything to the contrary in this Section 6.01, (i) the Borrower and the Loan Parties shall not Guarantee the Indebtedness of any Subsidiary that is not a Loan Party unless such Guarantee is expressly permitted under Section 6.04, (ii) any Guarantees by the Borrower or any Loan Party under this Section 6.01(l) of any other Indebtedness of a person that is subordinated in right of payment to other Indebtedness of such person shall be expressly subordinated in right of payment to the Obligations on terms not less favorable to the Lenders than the subordination terms of such other Indebtedness, (iii) no Subsidiary shall Guarantee any Junior Indebtedness (or Permitted Refinancing Indebtedness in respect of any of the foregoing), unless such Subsidiary is also a Loan Party in compliance with the Collateral and Guarantee Requirement and (iv) no Subsidiary (other than Affinion Investments II) shall Guarantee the Affinion Investment NotesDocuments;

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(m)Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition, in each case, to the extent such obligation or transaction is permitted by thisAgreement;

(n)reimbursement and similar obligations of Subsidiaries in respect of letters of credit or bank guarantees (other than Letters of Credit issued pursuant to Section 2.05) having an aggregate face amount not in excess of $12,000,000; provided that from the Fourth Amendment Effective Date, this Section 6.01(n) shall be limited to such reimbursement and similar obligations existing as of the Fourth Amendment Effective Date and any Permitted Refinancing Indebtedness with respectthereto;

(o)Indebtedness of the Borrower and the Subsidiaries supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter ofCredit;

(p)Indebtednessconsistingof(x)thefinancingofinsurancepremiumsor (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course ofbusiness;

(q)to the extent constituting Indebtedness, all premium (if any), interest (including interest paid in kind and post-petition interest), fees, expenses, charges andadditional or  contingent  interest  on  Indebtedness  otherwise  permitted  to  be  incurred  pursuant  to this Section 6.01;

(r)Indebtedness of the Borrower and the Subsidiaries incurred under lines of credit or overdraft facilities extended by one or more financial institutions reasonably acceptable to the Administrative Agent or by Lenders and, in each case, established for the Borrower’s and such Subsidiaries’ ordinary course of operations (such Indebtedness, the “Overdraft Line”), which Indebtedness may be secured as, but only to the extent, provided in Section 6.02(b) and in the Security Documents (it being understood, however, that for a period of 90 consecutive days during each fiscal year of the Borrower the outstanding principal amount of Indebtedness under the Overdraft Line shall not exceed $15,000,000); provided that from the Fourth Amendment Effective Date, this Section 6.01(r) shall be limited to such Indebtedness existing as of the Fourth Amendment Effective Date and any Permitted Refinancing Indebtedness with respectthereto;

(s)upUp to $20,000,000 in aggregate principal amount of Indebtedness of the Borrower in respect of letters of credit, provided that if the aggregate Available Unused Commitment under the Revolving Facility Commitments is $20,000,000 or less, the availability under this Section 6.01(s) shall be reduced by an amount equal to which the Available Unused Commitment under the Revolving Facility Commitment decreases below$20,000,000;

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(t)up to $10,000,000 in aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Loan Parties at any time outstanding; provided, that to  the extent that the terms of such Indebtedness are permitted hereunder, any increase in the amount of such Indebtedness as a result of capitalized or paid-in-kind interest or accreted principal on such Indebtedness pursuant to such terms shall not constitute a further issuance or incurrence of Indebtedness for purposes of this Section6.01(t);[reserved];

(u)Indebtedness consisting of earn-outs and obligations of the Borrower or any Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with Permitted Business Acquisitions or any other Investment permitted hereunder;

(v)[Reserved.reserved];

(w)Indebtedness consisting of an unsecured corporate purchase card program in the ordinary course of business in an aggregate amount at any time outstanding pursuant to this paragraph (w) not in excess of $45,000,000;and

(x)(i) other Indebtedness incurred by the Borrower or any Subsidiary Loan Party, so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) such Indebtedness is unsecured, (C) the Borrower and the Subsidiaries shall be in Pro Forma Compliance and (D) immediately after giving effect to the issuance, incurrence or assumption of such Indebtedness, on a Pro Forma Basis, (x) the Consolidated Leverage Ratio, calculated as of the last day of the most recently completed and Reportedfiscalquarter,shallnotexceed4.00to1.00,and(y)theInterestCoverageRatio, calculated as of the last day of the most recently completed and Reported fiscal quarter, shall not be less than 2.00 to 1.00, and (ii) Permitted Refinancing Indebtedness in respect thereof.

SECTION6.02Liens.  Create, incur, assume or permit to exist anyLienon any property or assets (including stock or other securities of any person, including the Borrower or any Subsidiary of the Borrower) at the time owned by it or on any income or revenues or rights in respect of any thereof,except:

(a)Liens on property or assets of the Subsidiaries existing on the Closing Date and set forth on Schedule 6.02(a); provided, that (i) such Liens shall secure only those obligations that they secure on the Closing Date (and Permitted Refinancing Indebtedness in respect thereof permitted by Section 6.01(a)) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary and (ii) in the case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Permitted RefinancingIndebtedness”;

(b)any Lien created under the Loan Documents, the Overdraft Line or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; provided, however, in no event shall the holders of the Indebtedness under the Overdraft Line have the right to receive proceeds in respect of a claim in excess of $15,000,000 in the  aggregate, together with (i) any accrued and unpaid interest in respect of Indebtedness under the Overdraft Line and (ii) any accrued and unpaid fees and expenses owing by the Subsidiaries under the Overdraft Line, from the enforcement of any remedies available to the Secured Parties

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under all of the LoanDocuments;

(c)any Lien on any property or asset of the Borrower or any Subsidiary (i) securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h) or (ii) acquired after the Closing Date in a transaction permitted by this Agreement; provided, that such Lien (Ai) does not apply to any other property or assets of Holdings, the Borrower or any of the Subsidiaries not securing such Indebtedness or other obligations owing to the same financier as the financier of such Indebtedness or other obligations or to any person to which  such financier has assigned such Indebtedness or other obligations, at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness incurred prior to such date and which Indebtedness is permitted hereunder, such Indebtedness owing to the same financier as the financier of such Indebtedness at the date of the acquisition, that require a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (Bii) such Lien is not created in contemplation of or in connection with such acquisition, (C) in the case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Permitted Refinancing Indebtedness” and (D) in the case of clause  (ii) of this Section 6.02(c), (xiii) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) on a Pro Forma Basis, the Senior Secured Leverage Ratio, calculated as of the last day of the most recently ended and Reported fiscal quarter, shall be less than or equal to 2.75 to 1.00, (yiv) at the time of the incurrence of such Lien and after giving effectthereto,noDefaultorEventofDefaultshallhaveoccurredandbecontinuingorwould result therefrom and (zv) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement;

(d)Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section5.03;

(e)landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Holdings, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance withGAAP;

(f)(i) deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or anySubsidiary;

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(g)deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory  obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with public utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by Holdings, the Borrower or any Subsidiary in the ordinary course of  business, including those incurred to secure health, safety, insurance and environmental obligations in the ordinary course ofbusiness;

(h)zoning restrictions, survey exceptions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on or agreements dealing with the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or anySubsidiary;

(i)purchase money security interests in equipment or other property or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary (including the interests of vendors and lessors under conditional sale and title retention agreements); provided, that (i) such security interests secure Indebtedness permitted by Section 6.01(i) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition, (iii) the Indebtedness secured thereby is created, within 270 days after such acquisition, (iv) the Indebtedness secured thereby does not exceed 100% of the cost of such equipment or other property or improvements at the time of such acquisition or  construction,  including  transaction  costs  incurred  by  the  Borrower  or  any  Subsidiaryin connection with such acquisition, and (ivv) such security interests do not apply to any other property or assets of Holdings, the Borrower or any Subsidiary (other than to accessions to such equipment or other property or improvements but not to other parts of the property to which any such improvements are made); provided, further, that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender; provided, still further, that such security interest shall not be required to secure Indebtedness under Section 6.01(i), if (A) after giving effect to any such Lien and the incurrence of Indebtedness secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) on a Pro Forma Basis, the Senior Secured Leverage Ratio, calculated as of the last day of the most recently completed and Reported fiscal quarter, shall be less than or equal to 3.00 to 1.00 (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement;

(j)Liens arising out of capitalized lease transactions permitted  under  Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction

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and any accessions thereto or proceeds thereof and relatedproperty;

(k)Liens securing judgments that do not constitute an Event of Defaultunder Section 7.01(j);

(l)other Liens with respect to property or assets of the Borrower or any Subsidiary not constituting, or required  to  constitute, Collateral for the Obligations; provided that (i) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) on a Pro Forma Basis, the Senior Secured Leverage Ratio, calculated as of the last day of the most recently completed and Reported fiscal quarter, shall be less than or equal to 3.00to 1.00 (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement;

(m)Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Section 5.11 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by thisAgreement;

(n)any interest or title of a lessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course ofbusiness;

(o)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business;

(p)Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights (including Liens arising or created pursuant to the applicable general banking terms and conditions (algemene bankvoorwaarden) of any member of the Dutch BankingAssociation);

(q)Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01(f), (k) or (n) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and productsthereof;

(r)licenses of intellectual property and software that are not material to the conduct of any of the business lines of the Borrower and the Subsidiaries and the value of which does not constitute a material portion of the assets of the Borrower and its Subsidiaries, taken as a whole, and such license does not materially interfere with the ordinary course of conduct of the

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business of the Borrower or any of itsSubsidiaries;

(s)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation ofgoods;

(t)deposits or other Liens on thewith respect to property or assets of a Foreignthe Borrower or any Subsidiary that is not a Loan Party that secure Indebtedness of such Foreign Subsidiary that is permitted to be incurred under Section 6.01; provided, that the obligations secured by such Liens shall not exceed $1,000,000 at anytime;

(u)Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder with respect to any acquisition that would constitute an Investment permitted by this Agreement;

(v)Liens arising out of consignment or similar arrangements for the sale of goods entered into in the ordinary course ofbusiness;

(w)Liens in favor of the Borrower or any LoanParty;

(x)Liens arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any transaction otherwise permitted under thisAgreement;

(y)Liens  of  franchisors  in  the  ordinary  course  of  business  not securing

Indebtedness;

(z)Liens   on   not   more   than   $12,000,000   of   deposits   securing Swap

Agreements permitted to be incurred under Section 6.12;

(aa)Liens securing insurance premium financing arrangements;provided,that such Liens are limited to the applicable unearned insurancepremiums;

(bb)   Liens incurred to secure cash management services in the ordinary course of business and in good faith; provided, that such Liens are not incurred in connection with, and do not secure, any borrowings or Indebtedness;

(cc) deposits or other Liens with respect to property or assets of  the Borrower or any SubsidiaryLiens securing Indebtedness incurred under Section 6.01(k); provided, that the obligations secured by such Liens shall not exceed $18,000,000 at any time;be on a junior priority basis to the Liens securing the Obligations, shall be subject to a Junior Lien Intercreditor and Subordination Agreement and shall not be secured by any assets other than the Collateral;

(dd) leases and subleases not constituting Capital Lease Obligations of real property not material to the conduct of any business line of the Borrower and its Subsidiaries

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granted to others in the ordinary course of business that do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; and

(ee) Liens on cash collateral securing Indebtedness incurred  under  Section 6.01(s) so long as such cash collateral does not exceed 105%  of the Indebtedness permitted under Section 6.01(s).

Notwithstanding the foregoing, (i) no Liens shall be permitted to exist, directly or indirectly,  on (a) Pledged Collateral and (b) any Indebtedness of the Borrower or any Subsidiary to the Borrower or a Domestic Subsidiary (unless such Indebtedness shall have become subject to a first priority Lien securing the Obligations), other than Liens in favor of the Administrative Agent for the benefit of the Secured Parties and Liens permitted by Section 6.02(d) or, (p) or (cc) and (ii) no Liens over any deposit account of the Borrower or any Subsidiary Loan Party not in favor of the Administrative Agent for the benefit of the Secured Parties other than Liens permitted by Sections 6.02(b), (d), (f), (g), (k), (o)(i), (o)(ii), (p), (bb), (cc) or (ee) shall be perfected.

Notwithstanding the foregoing, (i) no Liens will be permitted to exist, directly or indirectly, on any assets or Equity Interests of the Borrower or any Subsidiaries, except to the extent specifically permitted herein and (ii) no Liens will be permitted to exist, directly or indirectly, to the extent such Liens are in regard to Indebtedness for borrowed money, on any assets or Equity Interests of a Subsidiary that is not a Loan Party pursuant to Sections 6.02(l) and (cc) (other than Liens on Equity Interests of a Subsidiary that is not a Loan Party pursuant to Section (cc) if such Equity Interests are Collateral) unless such Subsidiary becomes a Loan Party and complies with the Collateral and Guarantee Requirements.

SECTION6.03Sale   and   Lease-Back   Transactions.      Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that (a) a Sale and Lease-Back Transaction shall be permitted with respect to property (i) owned by the Borrower or any Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days oftheacquisitionofsuchproperty,or(ii)ownedbyanyForeignSubsidiarythatisnotaLoan Party regardless of when such property was acquired, and (b) at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, the Remaining Present Value of such lease (together with Indebtedness outstanding pursuant to Sections (h) and (i) andtheRemainingPresentValueofoutstandingleasespreviouslyenteredintounderthis Section 6.03) would not exceed $45,000,000 in the aggregate.

SECTION6.04Investments,  Loans  and  Advances.     Purchase, hold or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger; and including in one transaction or a series of transactions) any Equity Interests, Indebtedness, other securities of or of all or substantially all of the property and assets or business of another person or assets constituting a business unit, line of business or division of such person, make or permit to exist any loans, advances or capital contributions to  or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in (each, an “Investment”), in any other person,except:

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(a)Investments by Holdings in the Equity Interests of the Borrower at any time, which Equity Interests will constitute PledgedCollateral;

(b)(i) Investments by (x) the Borrower or the Subsidiaries in other Subsidiaries and Unrestricted Subsidiaries effective as of the Closing Date as set forth on Schedule 6.04 and (y) [reserved]; (ii) Investments by the Borrower or any Subsidiary Loan Party in the Borrower or any Subsidiary Loan Party; (iii) Investments by any Foreign Subsidiary Loan Party in the Borrower or any Loan Party; (iv) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party and (v) Investments by the Borrower or any Subsidiary in the Borrower or any Subsidiary not otherwise permitted in clauses (ii), (iii)or (iv) above or in any Similar Business in an aggregate amount for all such Investments made or deemed made pursuant to this Section 6.04(b)(v) that are at that time outstanding (in the case of Guarantees, after deducting any reduction in the amount thereof without having made payment thereunder, and after giving effect to any returns with respect to such Investments or the sale of Investments made pursuant to this Section 6.04(b)(v) (i) to the extent such returns or the proceeds of such sale received by the Borrower and its Subsidiaries consists of cash and Permitted Investments and (ii) in an amount not to exceed the amount of the Investments made after the Closing Date) not to exceed the $30,000,000 (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, that (A) intercompany current liabilities incurred in the ordinary course of business and in good faith in connection with cash management operations shall not be included in calculating the limitation in this Section 6.04(b) at any time and (B) the aggregate amount of Investments made in persons that are not Loan Parties or do not in connection with such Investment becomes a Loan Party may only be made in connection with an ordinary course recapitalization of intercompany loans into Equity Interests of the applicable Subsidiary, and the aggregate amount of such Investments (other than the Specified Acquisition), in each case, pursuant to Section 6.04(b)(v), shall not, collectively, exceed at any one time  outstanding, $20,000,000 (the “Non-Loan Party Cap”);

(c)Permitted Investments and Investments that were Permitted  Investments when made;

(d)Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets permitted under Section6.05;

(e)(i) loans and advances to employees of Holdings, the Borrower or any Subsidiary in the ordinary course of business not to exceed $5,000,000 in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees in the ordinary course ofbusiness;

(f)(i) accounts receivable arising, and trade credit granted, in the ordinary course of business, (ii) any securities received in satisfaction or partial satisfaction of defaulted accounts receivable from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (iii) any prepayments and other credits to suppliers made in

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the ordinary course ofbusiness;

(g)Swap Agreements permitted pursuant to Section6.12;

(h)Investments existing on the Closing Date and set forth on Schedule6.04;

(i)Investmentsresultingfrompledgesanddepositsreferredtoin Sections 6.02(f), (g), (k), (s) and (u);

(j)additional Investments by the Borrower or any of its Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this Section 6.04(j) that are at that time outstanding (in the case of Guarantees, after deducting any reduction in the amount thereof without having made payment thereunder and after giving effect to any returns with respect to such Investments or the sale of Investments made pursuant to this Section 6.04(j) (i) to the extent such returns or the proceeds of such sale received by the Borrower and its Subsidiaries consists of cash and Permitted Investments and (ii) in an amount not to exceed the amount of the Investments made after the Closing Date), not to exceed $10,000,000 (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes invalue);

(j)[reserved];

(k)Investments constituting Permitted BusinessAcquisitions;

(l)Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with otherpersons;

(m)intercompany loans and other Investments between Foreign Subsidiaries that are not LoanParties;

(n)Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property in each case in the ordinary course ofbusiness;

(o)[reserved];

(p)Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(q)Investments of a Subsidiary acquired after the Closing Date or of a person merged into or consolidated with a Subsidiary in accordance with Section 6.05 after the Closing Date to the extent that (i) such acquisition, merger or consolidation is permitted under this

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Section 6.04, (ii) such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation, and (iii) such Investments were in existence on the date of such acquisition, merger or consolidation;and

(r)Investments received substantially contemporaneously in exchange for Equity Interests of Holdings; provided, that (i) no Change in Control would result therefrom,and (ii) such Equity Interests do not constitute Disqualified Stock;

(s)Investments in joint ventures not in excess of $5,000,000 in the aggregate[reserved];

(t)Guarantees by (i) the Borrower or any Subsidiary of operating  leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by the Borrower or any Subsidiary in the ordinary course of business and (ii) any Foreign Subsidiary of operating leases (other than Capital Lease Obligations) or of obligations that do not constitute Indebtedness, in each case, entered into by any Foreign Subsidiary in the ordinary course ofbusiness;

(u)Investments made with Excluded Contributions provided that (i) at the time of such Investment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Excluded Contributions shall not have been otherwise applied for any otherpurpose;

(v)Investments made by Subsidiaries that are not Subsidiary Loan Parties solely to the extent such Investments are made with the proceeds received by such Subsidiary from an Investment in such Subsidiary made pursuant to Sections 6.04(b)(v), (j) or(x);

(w)Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to Section 6.04);and

(x)Investments in Foreign Subsidiaries in the form of intercompany loans made by the Borrower or any of its Domestic Subsidiaries with the proceeds of royalty payments received by the Borrower or its Domestic Subsidiaries from Foreign Subsidiaries in an aggregate amount not to exceed $25,000,000  in any fiscal year of theBorrower.

Notwithstanding anything to the contrary contained in Section 6.04 above, no Investment shall be permitted by this Section 6.04 with respect to the assets or Equity Interests ofanyMaterialInsuranceSubsidiary,exceptfor(ifotherwisepermittedhereunder)(i)when such assets or Equity Interests represents a de minimis, immaterial or dormant portion of the Insurance Business of the Borrower and its Subsidiaries, (ii) Investments by the Borrower or any Subsidiary Loan Party in the Borrower or any Subsidiary Loan Party and (iii) Investments by  any Foreign Subsidiary Loan Party in the Borrower or any LoanParty.

Notwithstanding anything to the contrary contained in Section 6.04 above, the Borrower and its Subsidiaries shall not, directly (and shall cause their Subsidiaries not to, directly or indirectly) make any Investments pursuant to clauses (j) and (s) above in order to

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make Dividends not otherwise permitted under Section 6.06 or Junior Indebtedness Payments not otherwise permitted under Section6.09(b).

SECTION6.05Mergers, Consolidations, Sales of AssetsandAcquisitions. Merge into, divide or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, allocate, divide lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all of any division, unit or business of any other person, except that this Section shall not prohibit:

(a)(i) the lease, purchase and sale of inventory in the ordinary course of business by the Borrower or any Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Borrower or any Subsidiary, (iii) the sale of obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the sale of Permitted Investments in the ordinary course ofbusiness;

(b)if at the time thereof and immediately thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger of any Subsidiary into the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger or consolidation of (x) any Domestic Subsidiary into or with any Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Subsidiary Loan Party or (y) any Foreign Subsidiary into or with any Foreign Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Foreign Subsidiary Loan Party, and, in the case of each of clauses (i) and (ii), no person other than the Borrower, Subsidiary Loan Party or Foreign Subsidiary Loan Party receives any consideration, (iii) the merger or consolidation of any Subsidiary that is not a Loan Party into or with any other Subsidiary that is not a Loan Party  or

(iv) the liquidation or dissolution or change in form of entity of any Subsidiary (other than the Borrower) in accordance with Section 5.01(a)(ii) if the Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;

(c)sales, transfers, leases or other dispositions to the Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Loan Party shall be made in compliancewithSection6.07andtheaggregategrossproceedsofanysuchsales,transfers, leases or other dispositions plus the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed$20,000,000;

(d)Sale and Lease-Back Transactions permitted by Section6.03;

(e)Investments permitted by Section 6.04, Liens permitted by   Section 6.02 and Dividends permitted by Section 6.06;

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(f)any swap of assets with a Fair Market Value not to exceed $10,000,000 in the aggregate during the term of this Agreement in exchange for other assets of comparable or greater value or usefulness to the business of the Borrower and the Subsidiaries taken as a whole, as determined in good faith by the management of the Borrower, provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefromand(ii) for the avoidance of doubt, such swap of assets shall not, directly or indirectly, be made for the purposes of making a Dividend not otherwise permitted under Section 6.06 or Junior Indebtedness Payment not otherwise permitted under Section 6.09(b);

(g)the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financingtransaction;

(h)(i) sales, transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided, that the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (h)(i) plus the aggregate gross amount of such proceeds in reliance upon Section 6.05(c) above shall not exceed $20,000,000; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); and (ii) dispositions of the assets or Equity Interests of any Material Insurance Subsidiary; provided, that (i) such sales and dispositions are for Fair Market Value, (ii) such disposition is for 85% cash consideration, to a third party that is not an Affiliate upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would otherwise be obtained in a comparable arm’s-length transaction, (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iv) the Total Secured Leverage Ratio shall not exceed the lesser of (x) 5.275 to 1.00 and (y) the Total Secured Leverage Ratio immediately prior to giving effect to such disposition and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect, together with all relevant financial information for such Subsidiary or assets; provided that solely for purposes of the Bridges Sale, the Total Secured Leverage Ratio shall be calculated net of the Unrestricted Cash proceeds received thereof (it being agreed that any cash proceeds received and deposited into the escrow account (or other account) described  in the proviso below shall be deemed Unrestricted Cash for purposes of calculating the Total Secured Leverage Ratio in connection with the Bridges Sale), and (v) the Net Proceeds thereof (which shall not be subject to a reinvestment right other than as set forth below in this clause (h)) are applied in accordance with Section 2.11(b) and subject to the Prepayment Fees in respect of COC Payment Events pursuant to Section 2.12(e); provided that notwithstanding the foregoing, the Borrower and its Subsidiaries can retain up to $50,000,000 of Net Proceeds from the Bridges Sale as long as such amount is held in an escrow account (or such other account satisfactory to the Administrative Agent) subject to the sole control of the Administrative Agent which account shall be established promptly upon the receipt of the Net Proceeds, but in no event to exceed 30 days following receipt unless the Administrative Agent consents in its sole discretion), with such proceeds only being released to the Borrower and its Subsidiaries (i) with the consent of the Administrative Agent, if used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Loan Parties or to make investments in Permitted Business Acquisitions or Investments permitted by Section 6.04, (ii) with the consent of the Administrative Agent or (iii) if used to prepay Term Loans together with a premium equal to 3.00% of the aggregate principal amount being prepaid; provided further, if there are any amounts remaining in such escrow account on the date that is nine months after receipt of such Net Proceeds, then such amounts will be used to prepay Term Loans together with a premium equal to 3.00% of the aggregate principal amount being prepaid.

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(i)any Permitted Business Acquisition or merger or consolidation in order to effect a Permitted Business Acquisition; provided, that following any such merger or consolidation   (i)   involving   the   Borrower,   the   Borrower   is   the   surviving  corporation,(ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary;

(j)non-exclusive licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business and other licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary that are not material to the conduct of any of the business lines of the Borrower and the Subsidiaries, that do not materially interfere with the ordinary course of the business of the Borrower or any of its Subsidiaries and the value of which does not constitute a material portion of the assets of the Borrower and its Subsidiaries, taken as a whole, and that are not material to the ordinary course of conduct of the business of the Borrower or any of itsSubsidiaries;

(k)the lease, assignment or sublease of any real or personal property in the ordinary course of business;and

(l)sales, leases or other dispositions of inventory, equipment or other assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and receivables) of the Borrower and the Subsidiaries determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or any of the Subsidiaries; provided, that the Net Proceeds thereof are applied in accordance with Section2.11(b);.

(m)[reserved];  (n) [reserved]; and (o)[reserved].

Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (except as permitted to Loan Parties pursuant to Section 6.05(c)) unless such disposition is for Fair  Market Value, and (ii) no sale, transfer or other disposition of assets with a Fair Market Value of more than $2,000,000 shall be permitted by paragraph (a), (d), (h),or (l) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (ii), the amount of any secured Indebtedness of the Borrower or any Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that is assumed by the transferee of any such assets shall be deemed to be cash.

SECTION6.06Dividends and Distributions.   Declare or pay,  directlyor indirectly, any dividend or make, directly or indirectly, any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the person

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paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any subsidiary of the Borrower to purchase or acquire)  any of its Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests of the person redeeming, purchasing, retiring or acquiring such shares) (any of the foregoing dividends, distributions, redemptions,  repurchases, retirements, other acquisitions or setting aside of amounts, “Dividends”); provided, however, that:

(a)(i) any Subsidiary may declare and pay dividends to, or make other distributions to, the Borrower or any Subsidiary that is a direct parent of such Subsidiary and, if not a Wholly Owned Subsidiary, to each other direct owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests; and (ii) to the extent permitted by Section 6.04, any Subsidiary that is not a Wholly Owned Subsidiary may repurchase its Equity Interests from any owner of the Equity Interests of such Subsidiary that is not the Borrower or a Subsidiary;

(b)the Borrower may declare and pay dividends or make other distributions to Holdings in respect of (i) overhead, legal, accounting and other professional  fees  and expenses of Holdings, including, in an aggregate amount not to exceed $2,500,000, for director fees and for costs and expenses associated with registration and listing of Holdings’ Equity Interests, and (ii) actual U.S. federal, state and local income Tax liabilities of Holdings for the consolidated group of which Holdings is parent to the extent that Holdings, and not the Borrower, (A) files a consolidated U.S. federal income tax return that includes the Borrower and its Subsidiaries in an amount not to exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of federal, state or local income taxes, as the case may be, in respect of such year if the Borrower and its Subsidiaries had paid such taxes directly as a stand-alone taxpayer or stand-alone group; provided, that with respect to any such taxes attributable to Unrestricted Subsidiaries, such dividends or distributions shall be  permitted only to the extent of cash actually received from such Unrestricted Subsidiaries and (B) actually pays, or will pay, as the consolidated tax payor, such taxes for the Borrower and its Subsidiaries, it being agreed that if such dividends and distributions are paid to Holdings and Holdings does not make such consolidated tax payments on the date when the Borrower and its subsidiariesarerequiredtopaysuchtaxes,suchfailureshallbeanEventofDefaultthatshall continue until all such taxes are paid, (iii) fees and expenses related to any public offering or private placement of equity securities of Holdings that is not consummated, and (iv) other fees and expenses in connection with the maintenance of its existence and its ownership of the Borrower;

(c)the Borrower may declare and pay dividends or make other distributions  to Holdings in order to enable Holdings to purchase or redeem Equity Interests of Holdings (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of Holdings, the Borrower or any of the  Subsidiaries or by any Plan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such  

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shares of stock or related rights were issued; provided, that the aggregate amount of dividends for such purchases or redemptions under this Section 6.06(c) shall not exceed (i) in any fiscal year (A) $2,500,000 (plus up to $1,250,000 of any such unused amounts from the immediately preceding year which may be carried over)$1,000,000, plus (ii) cash proceeds received from directors, consultants, officers or employees of Holdings, the Borrower or any Subsidiary from the issuance of Equity Interests of Holdings (other than Disqualified Stock) in connection with permitted employee compensation and incentive arrangements as set forth in a certificate of a Responsible Officer of the Borrower, which, if not used in any fiscal year, may be carried forward to any fiscal calendar year, plus (iii) amounts received in respect of key man life insurance policyproceeds;

(d)any person may make noncash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of suchoptions;

(e)[reserved];

(e) (f) any person may make distributions to minority shareholders of any subsidiary that is acquired pursuant to a Permitted Business Acquisition pursuant to appraisal or dissenters’ rights with respect to shares of such subsidiary held by such shareholders;

(g)[reserved];

(h)[reserved];

(i)[reserved];

(f) (j) the Borrower or any Subsidiary may make payments of  cash,  or dividends, distributions or advances to allow such person to make payments of cash, in lieu of the issuance of fractional shares upon exercise of warrants or upon the conversion or exchange of Equity Interests of such person; provided, however, that the aggregate amount of such payments, dividends, distributions or advances shall not exceed $5,000,0001,000,000;and

(k) [reserved]; and

(g) (l) the Borrower may (x) declare and pay dividends to Holdings to enable Holdings to make payments or purchases in respect of the Existing Holdings Notes using the proceeds of issuances of 2017 Exchange Notes, (y) issue 2017 Exchange Notes in exchange  for Existing Holdings Notes pursuant to the 2017 Exchange and (z) declare and pay dividends to Holdings to enable Holdings to pay accrued and unpaid interest with respect to Existing Holdings Notes in connection with the transactions described in clauses (x) and (y).

SECTION6.07Transactions  with  Affiliates.  (a)     Sell  or  transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates, unless such transaction is (i) otherwise expressly permitted (or required) with such Affiliates or holders under this Agreement or (ii) upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate; provided, that this

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clause (ii) shall not apply to (A) the indemnification of directors of Holdings, the Borrower or the Subsidiaries in accordance with customary practice or (B) to the extent otherwise permitted under this Agreement, and solely to the extent in the ordinary course of business or consistent with past practices (each of which shall not be prohibited by this Section 6.07), the following:

(i)any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of Holdings;

(ii)[reserved];

(iii)transactions among the Borrower and the Loan Parties (other than Holdings) and transactions among the Loan Parties (other thanHoldings);

(iv)the payment of fees and indemnities to directors, officers, employees and consultants of Holdings, the Borrower and the Subsidiaries in the ordinary course of business;

(v)the existence of, or the performance by the Borrower or any of its Subsidiaries of its obligations under the terms of, the Transaction Documents,  agreements set forth on Schedule 6.07 and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any of its Subsidiaries of its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (v) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the ClosingDate;

(vi)transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, as described herein or contemplated by the TransactionDocuments;

(vii)any employment agreements entered into by Holdings, the Borrower or any of the Subsidiaries in the ordinary course ofbusiness;

(viii)transactions   permitted   by,   and   complying   with,   the   provisionsof,

Section 6.04;

(ix)transactions   permitted   by,   and   complying   with,   the   provisionsof,

Section 6.05;

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(x)transactions   permitted   by,   and   complying   with   the   provisions of,

Section 6.06;

(xi)any purchase by any director, officer, employee or consultant of the Borrower or Holdings of Equity Interests of Holdings or any contribution by Holdings to, or purchases of, equity capital of the Borrower; provided that any Equity Interests of the Borrower shall be pledged to the Administrative Agent on behalf of the Lenders pursuant to the CollateralAgreement;

(xii)[reserved;]

(xiii)payments or loans (or cancellation of loans) to employees or consultants that are (A) approved by a majority of the Board of Directors or the managing member of the Borrower in good faith, (B) made in compliance with applicable law and (C) otherwise permitted under thisAgreement;

(xiv)transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with pastpractice;

(xv)any transaction in respect of which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Borrower and Holdings from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate;

(xvi)[reserved.]transactions contemplated by the Second Lien Commitment Letter and the Second LienFacility;

(xvii)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Subsidiaries;

(xviii)transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with pastpractice;

(xix)transactions between Holdings, the Borrower or any of its Subsidiaries and any person that is an Affiliate solely by virtue of having a director who is also a director of Holdings, the Borrower or any direct or indirect parent company of the Borrower,

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provided, however, that such director abstains from voting as a director of Holdings or the Borrower or such direct or indirect parent company, as the case may be, on any matter involving such otherperson;

(xx)intercompany transactions for the purpose of improving the consolidated tax efficiency of the Borrower and theSubsidiaries;

(xxi)the termination of management agreements and payments in connection therewith at the net present value of futurepayments;

(xxii)transactions among the Borrower and its Subsidiaries that are not prohibited under this Agreement in the ordinary course ofbusiness;

(xxiii)entering into tax sharing agreements or arrangements approved by the Board of Directors of Holdings or the Borrower, provided that any payments thereunder are permitted by Section6.06;

(xxiv)any agreements or arrangements between a third party and an Affiliate of the Borrower that are acquired or assumed by the Borrower or any Subsidiary in connection with an acquisition or merger of such third party (or assets of such third  party) by or with the Borrower or any Subsidiary; provided, that (A) such acquisition or merger is permitted under this Agreement and (B) such agreements or arrangements are not entered into in contemplation of such acquisition or merger or otherwise for the purpose of avoiding the restrictions imposed by this Section 6.07;and

(xxv)any contribution to the capital of the Borrower byHoldings.

SECTION6.08Business of Holdings, the Borrower and theSubsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity otherthan:

(a)in the case of the Borrower and any Subsidiary, (i) any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, (ii) any business or business activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto, including the consummation of the Transactions, (iii) any business or business activity that the senior management of the Borrower deems beneficial for the Borrower or such Subsidiary or (iv) any business or business activity of any person acquired pursuant to a Permitted Business Acquisition provided that such Permitted Business Acquisition was in a Similar Business;and

(b)in the case of Holdings, (i) ownership of the Equity Interests in the Borrower together with activities directly related thereto, and (A) Holdings shall own no assets other than such Equity Interests, its books and records, deposit accounts of Holdings existing prior to the Closing Date, any replacement deposit accounts or additional deposit accounts entered into in the ordinary course of Holdings’ business, all cash deposits held therein, and cash paid to Holdings in accordance with the terms hereof, and (B) Holdings shall not grant a Lien on

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any of its assets other than Liens created pursuant to the Loan Documents, Liens created pursuant to the security agreements relating to the Second Lien Facility (subject to the Junior Lien Intercreditor and Subordination Agreement), and ordinary course Liens incurred under customary deposit account agreements entered into by Holdings with respect to deposit accounts existing prior to the Closing Date (and any replacement deposit accounts entered into in the ordinary course of Holdings’ business); (ii) performance of its obligations under and in connection with the Loan Documents, the Second Lien Facility, the 2017 Exchange Notes, any Permitted Refinancing Indebtedness in respect of the Loan Documents or the 2017 Exchange Notes, and the Existing Holdings Notes; (iii) issuance of Equity Interests and activities related thereto; (iv) as otherwise required by law; and (v) holding any cash received in accordance with the terms hereof and investing such proceeds in PermittedInvestments.

SECTION6.09Limitation     on     Modifications     and     Payments    of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. (a) Amend or modify in any manner materially adverse to the Lenders the articles or certificate of incorporation or by-laws or limited liability company operating agreement or other Organizational Documents of the Borrower or any of theSubsidiaries.

(b)(i) Make, or agree or offer to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Indebtedness (or any Permitted Refinancing Indebtedness  in respect of the foregoing) or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Indebtedness (or any Permitted Refinancing Indebtedness in respect of the foregoing) (collectively, a “Junior Indebtedness Payment”), except for (A) Refinancing with Permitted Refinancing Indebtedness in respect thereof permitted by Section 6.01, (B) payments of regularly scheduled interest, other than (x) payments in respect of the Indebtedness subordinated in right of payment to the Obligations prohibited by the subordination provisions thereof and, (y) cash payments of interest with respect to the 2017 Exchange Notes, which shall only be permitted if, (I) the pro forma Senior Secured Leverage Ratio immediately after giving effect to such cash payment of interest is less than or equal to 4.375 to 1.00 (such ratio being calculated, solely for purposes of this clause, based on the most recently available internally generated financials for the Borrower and its subsidiaries), (II) (xi) if all interest due is paid in cash, the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such cash payment of interest, is greater than or equal to 1.375 to 1.00 on a pro forma basis after giving effect to such payment (such ratio being calculated, solely for purposes of this clause, based on the most recently available internally generated financials for the Borrower and its subsidiaries), or (yii) if paid partially in cash and partially as paid-in-kind interest, the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such cash payment of interest is greater than or equal to 1.25  to 1.00 but less than 1.375 to 1.00 on a pro form basis after giving effect to such payment (such ratio being calculated, solely for purposes of this clause, based on the most recently available internally generated financials for the Borrower and its subsidiaries), and (III) the Average Liquidity calculated as of the record date for such interest payment minus the contemplated amount of the cash interest payment shall be greater than or equal to $80,000,000, and (z) payments of

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interest in cash or other property of the Loan Parties and their Subsidiaries with respect to the Second Lien Facility or any other Indebtedness incurred pursuant to Section 6.01(k), other than payments in kind, (C) to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, subject to any subordination provisions applicable thereto, (D) purchases, redemptions, retirement, acquisition, cancellation or termination of any Affinion Investments Notes, Extended Senior Subordinated Notes and Senior Notes (I) solely with the proceeds of the issuance of 2017 Exchange Notes, (II) in exchange for 2017 Exchange Notes and (III) with other cash of the Borrower and its Subsidiaries to pay accrued and unpaid interest with respect to any Affinion Investments Notes, Extended Senior Subordinated Notes or Senior Notes, in connection with the transactions described in clauses (I) and (II), and (E) purchases, redemptions, retirement, acquisition, cancellation or termination of Junior Indebtedness with the proceeds of contributions to common capital, or issuances of Equity Interests of, Holdings, conversion of Junior Indebtedness to Equity Interests of Holdings or exchange of Junior Indebtedness for Equity Interests of Holdings, in each case, other than Disqualified Stock of Holdings (including, for the avoidance of doubt, any offsetting of amounts outstanding under the Second Lien Facility against the exercise price of warrants issued to lenders under the Second LienFacility);

(ii)Amend or modify, or permit the amendment or modification of, any provision of any Junior Indebtedness documentation (and any Permitted Refinancing Indebtedness in respect of the foregoing), or any agreement relating thereto, other than amendments or modifications that (A) are not in any manner materially adverse to Lenders and that do not affect the subordination provisions thereof (if any) in a manner adverse to the Lenders (provided that amending the Second Lien Commitment Letter or Second Lien Facility or any other instrument or document governing Indebtedness incurred pursuant to Section 6.01(k) to permit any payments in cash or other property of the Loan Parties or their Subsidiaries, with respect to interest, other than payments in kind, or to otherwise increase the yield thereof (it being understood that modifications to the terms of warrants issued to lenders under such Indebtedness shall not be deemed a modification to yield as long as such warrants are not for Disqualified Stock) shall be deemed materially adverse to the Lenders) and (B) to the extent applicable, otherwise comply with the definition of “Permitted RefinancingIndebtedness.”

(c)Enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances by any Material  Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) the granting of Liens by Holdings, the Borrower or any Loan Party, or any Subsidiary required to be a Loan Party, pursuant to the Security Documents, in each case, other than those arising under any Loan Document, except, in each case, restrictions existing by reasonof:

(A)(I) restrictions imposed by applicable law, (II) restrictions on the payment  of  dividends  and  distributions  and  the  making  of  cash    advances, contractual or otherwise, imposed on Insurance Subsidiaries, and (III) restrictions on the pledge of the direct Equity Interests of Insurance Subsidiaries under

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applicable laws;

(B)contractual encumbrances or restrictions (1) in effect on the Closing Date with respect to Liens permitted under Section 6.02(a) or as otherwise disclosed on Schedule 6.09(c), (2) pursuant to the 2017  Exchange Notes Documents, (3) pursuant to documentation related to any Indebtedness permitted pursuant to Section 6.01 as long as such encumbrances or restrictions are no more restrictive, taken as a whole, than those contained in thisAgreement, (4) [reserved], or (5) pursuant to documentation related to any permitted renewal, extension or refinancing of any Indebtedness described in clauses (1) and (2) that does not expand the scope of any such encumbrance or restriction or make such restriction more onerous;

(C)any restriction on the Equity Interests or assets of a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of such Equity Interests or assets permitted under Section 6.05 pending the closing of such sale ordisposition;

(D)customary provisions in joint venture agreements and other similar agreements applicable to the assets of, or the Equity Interests in, joint ventures entered into in the ordinary course ofbusiness;

(E)other than with respect to Holdings, any restrictions imposed by any agreement relating to Indebtedness permitted by Section 6.01 and secured by a Lien permitted by Section 6.02 to secure such Indebtedness to the extent that such restrictions apply only to the property or assets securing suchIndebtedness;

(F)customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(G)customary provisions restricting subletting or assignment of any lease governing a leaseholdinterest;

(H)customary provisions restricting assignment of any agreement entered into in the ordinary course ofbusiness;

(I)customary restrictions and conditions contained in any agreement relating to the sale of any asset permitted under Section 6.05 applicable to the asset to be sold pending the consummation of suchsale;

(J)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course ofbusiness;

(K)customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that

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impose restrictions on the property subject to such lease;or

(L)any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and such restriction does not apply to the Borrower or any other Material Subsidiary or any of their respectiveassets.

SECTION6.10Financial  Maintenance  Covenants.    Beginning with the fiscal quarter ending on June 30, 2017, except with the written consent of the Required Lenders, permit:

(a)the Total Secured Leverage Ratio on the last day of any fiscal quarter to exceed the ratios set forthbelow:

Fiscal Quarter End Date	Total Secured Leverage Ratio
June 30, 2017	7.500:1.000
September 30, 2017	7.500:1.000
December 31, 2017	7.500:1.000
March 31, 2018	7.250:1.000
June 30, 2018	7.000:1.000
September 30, 2018	6.750:1.000
December 31, 2018	6.500:1.000
March 31, 2019	6.375:1.000
June 30, 2019	6.250:1.000
September 30, 2019	6.000:1.000
December 31, 2019	5.875:1.000
March 31, 2020	5.750:1.000
June 30, 2020	5.750:1.000
September 30, 2020	5.500:1.000
December 31, 2020	5.500:1.000
March 31, 2021	5.250:1.000
June 30, 2021	5.000:1.000
September 30, 2021	5.000:1.000
December 31, 2021	4.750:1.000
March 31, 2022 and thereafter	4.500:1.000

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(b)the Consolidated Fixed Charge Coverage Ratio on the last day of any fiscal quarter to be less than the ratios set forthbelow:

Fiscal Quarter End Date	Consolidated Fixed Charge Coverage Ratio
June 30, 2017	1.000:1.000
September 30, 2017	1.000:1.000
December 31, 2017	1.000:1.000
March 31, 2018	1.000:1.000
June 30, 2018	1.000:1.000
September 30, 2018	1.075:1.000
December 31, 2018	1.100:1.000
March 31, 2019	1.100:1.000
June 30, 2019	1.100:1.000
September 30, 2019	1.100:1.000
December 31, 2019	1.050:1.000
March 31, 2020	1.050:1.000
June 30, 2020	1.050:1.000
September 30, 2020	1.000:1.000
December 31, 2020	1.000:1.000
March 31, 2021	1.000:1.000
June 30, 2021	1.000:1.000
September 30, 2021	1.000:1.000
December 31, 2021	1.000:1.000
March 31, 2022 and thereafter	1.000:1.000

SECTION6.11Limitations on Change in Fiscal Periods. Allow  thefiscal year of the Borrower to end on a day other than December 31 or change the Borrower’s method of determining fiscalquarters.

SECTION6.12Swap Agreements.  Enter into any Swap Agreementother than (a) non-speculative Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities (including currency risks), and (b) non-speculative Swap Agreements entered into in the ordinary course of business in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Holdings, the Borrower or anySubsidiary.

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ARTICLE VII

Events of Default

SECTION7.01Events of Default.   In case of the happening of any of   the following events (“Events of Default”):

(a)any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished by the Borrower or any other LoanParty;

(b)default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof orotherwise;

(c)default shall be made in the payment of any interest on any Loan or on any L/C Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in paragraph (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five BusinessDays;

(d)any default shall be made in the due observance or performance by the Borrower of any covenant or agreement contained in Section 5.01(a) (with respect to the Borrower), 5.05(a), 5.09 or in Article VI;

(e)default shall be made in the due observance or performance by the Borrower or any Loan Party of (x) any covenant or agreement contained in Section 5.04 and such default shall continue unremedied for a period of 5 days after notice thereof from the Administrative Agent to the Borrower or (y) any covenant or agreement contained in any Loan Document (other than those specified in paragraphs (b), (c) and (d) above and clause (x) above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to theBorrower;

(f)(i) any event or condition occurs that (a) results in any Material Indebtedness becoming due prior to its scheduled maturity or (b) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or  to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (ii) Holdings, the Borrower or any Subsidiary shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for suchIndebtedness;

(g)there shall have occurred a Change inControl;

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(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, the Borrower or any of its subsidiaries, or of a substantial part of the property or assets ofHoldings,the Borrower or any of its subsidiaries, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, moratorium, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of its subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any of its subsidiaries or (iii) the winding-up or liquidation of Holdings, the Borrower or any of its subsidiaries (except, in the case of any subsidiary, in a transaction permitted by Section 6.05); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)Holdings, the Borrower or any of its subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, moratorium, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (h) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of its subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any of its subsidiaries, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable, admit in writing its inability or fail generally to pay its debts as they becomedue;

(j)the failure by Holdings, the Borrower or any Loan Party or any Material Subsidiary to pay one or more final judgments aggregating in excess of $16,500,000, which judgments are not discharged or effectively waived or stayed for a period of 30 consecutive  days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings, the Borrower or any Subsidiary to enforce any suchjudgment;

(k)(i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed  by a United States district court to administer any Plan, (iii) the Borrower, a Subsidiary or any ERISA Affiliate shall engage in any non-exempt “prohibited transaction”  (as  defined  in  Section 406 of ERISA or Section 4975 of the Code) involving any Plan or (iv) any other event or condition shall occur or exist with respect to a Plan or a Multiemployer Plan; and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material AdverseEffect;

(l)(i) any Loan Document shall for any reason be asserted in writing by Holdings, the Borrower or any Loan Party (or, in the case of any Security Document with respect to the pledge of Equity Interests of the Borrower, the pledgor thereunder) not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and to extend to assets that are not immaterial to  the Borrower and the Loan Parties on a consolidated basis or the Equity Interests of the Borrower, shall cease to be, or shall be asserted in writing by the Borrower or any other Loan Party (or, in the case of any

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Security Document with respect to the pledge of Equity Interests of the Borrower, the pledgor thereunder) not to be, a valid and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) in the securities, assets orproperties covered thereby, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or Collateral owned by Foreign Subsidiary Loan Parties or the application thereof, or from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement, or to file Uniform Commercial Code continuation statements or take the actions described on Schedule 3.04 and except to the extent that such loss is covered by a lender’s title insurance policy and the Administrative Agent shall be reasonably satisfied with the credit of such insurer, or (iii) the Guarantees pursuant to the Security Documents by Holdings, the Borrower or any material Loan Parties of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by Holdings, the Borrower or any Loan Party not to be in effect or not to be legal, valid and binding obligations;

(m)the Obligations shall fail to constitute “Senior Debt” (or the equivalent thereof) and “Designated Senior Debt” (or the equivalent thereof) under the Affinion Investments Notes;or

(n)any Junior Indebtedness or any guarantees thereof that is subordinated in right of payment to the Obligations, shall cease for any reason to be validly subordinated to the Obligations as provided in the documentation governing such Junior Indebtedness or any Loan Party shall contest the subordination of any Junior Indebtedness or any guaranteesthereof; then, and in every such event (other than an event with respect to any Loan Party described in paragraph (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document constituting Obligations, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower,  anythingcontainedhereinorinanyotherLoanDocumenttothecontrarynotwithstandingand

(iii)demand Cash Collateral pursuant to Section 2.22; and in any event with respect to any Loan Party described in paragraph (h) or (i) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document constituting Obligations, shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for Cash Collateral to the full extent permitted under Section 2.22, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrarynotwithstanding.

SECTION7.02Exclusion of Certain Subsidiaries.  Solely forthepurposes of determining whether an Event of Default has occurred under clause (h),  (i)  or  (j)  of  Section 7.01, any reference in any such clause to any subsidiary shall be deemed not to  include any

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Immaterial Subsidiary affected by any event or circumstance referred to in any such clause.

ARTICLE VIII

The Agents

SECTION8.01Appointment and Authority.  (a)  Each of the Lendersand each Issuing Bank hereby irrevocably appoints HPS Investment Partners, LLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third party beneficiary of any of suchprovisions.

(b)The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.04(d), as though such co- agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respectthereto.

(c)With respect to Foreign Security Documents governed by Swiss law ("Swiss Security"), the Collateral Agentshall:

(i)hold and administer any non-accessory Swiss Security (nicht- akzessorische Schweizer Sicherheiten) as indirect  representative  (indirekter Stellvertreter) in its own name but on behalf and for the benefit of the Agents, the Administrative Agent and the Lenders;and

(ii)hold and administer any accessory Swiss Security (akzessorische Schweizer Sicherheiten) (e.g. a right of pledge) (a "Swiss Accessory Security") for itself and as direct representative (direkter Stellvertreter) in the name and on behalf of the Agents, the Administrative Agent and theLenders.

(d)The Administrative Agent and each Agent and Lender hereby appoints the Collateral Agent as its direct representative (direkter Stellvertreter) and authorizes the Collateral Agent (whether or not by or through employees oragents):

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(i)to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any Foreign Security Documents creating a Swiss AccessorySecurity;

(ii)to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any amendments, confirmations and/or alterations to any Foreign Security Documents creating a Swiss Accessory Security and to administer, exercise such rights, remedies, powers and discretions as are delegated to or conferred upon the Collateral Agent thereunder together with such powers and discretions as are reasonably incidental thereto;and

(iii)to take such other action in its name and on its behalf as its direct representative (direkter Stellvertreter) as may from time to time be authorized under or in accordance with the LoanDocuments.

(iv)The Administrative Agent and each Agent and Lender hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on itsbehalf.

SECTION8.02Rights  as  a  Lender.     (a)     The  person  serving  as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Administrative Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION8.03Exculpatory  Provisions.   The  AdministrativeAgentshall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the AdministrativeAgent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and iscontinuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents or that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;and

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(c)shall not, except as expressly set forth herein and in the other Loan Documents,haveanydutytodisclose,andshallnotbeliableforthefailuretodisclose,anyinformation relating to the Borrower or any of its Affiliates that is communicated to or obtained by the person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7.01 and 9.09)  or

(ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION8.04Reliance  by  Administrative  Agent.  TheAdministrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for  relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or an Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or an Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants orexperts.

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SECTION8.05Delegation  of  Duties.    The  Administrative  Agent mayperform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as wellasactivities as Administrative Agent.

SECTION8.06Resignation of the Administrative Agent andtheCollateral Agent. (a) The Administrative Agent and/or Collateral Agent may at any time give to the Lenders, the Issuing Banks and the Borrower notice of its resignation as Administrative Agent and/or Collateral Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and the Administrative Agent and/or Collateral Agent, as applicable further agrees that for the 30 day period immediately following its notice of resignation, it will not appoint a successor unless the Borrower shall have consented to such successor, such consent not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and/or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent and/or Collateral Agent meeting the qualifications set forth above; provided that if the Administrative Agent and/or Collateral Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent and/or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except in its capacity as Collateral Agent holding collateral security on behalf of any Secured Parties, it shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Banks directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Collateral Agent, and the retiring Administrative Agent and/or Collateral shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already  discharged  therefrom as provided above in   thisSection).The  fees  payablebythe Borrower to a successor Administrative Agent and/or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent and/or Collateral Agent was acting as Administrative Agent and/or CollateralAgent.

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(b) Any resignation by HPS  Investment  Partners,  LLC  as  Administrative Agent pursuant to this Section shall also constitute its resignation (and the resignation of any HPS Lender) as an Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank(s) and Swingline Lender(s), (b) the retiring the Swingline Lender(s) shall be discharged from all of itsduties 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 ofCredit.

SECTION8.07Non-Reliance on Administrative Agent andOtherLenders. Each Lender and the Issuing Banks acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder orthereunder

SECTION8.08No  Other  Duties,  Etc.   Anything  herein  tothecontrary notwithstanding, none of the Lead Arranger or Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or an Issuing Bankhereunder.

SECTION8.09Administrative Agent May File Proofs of Claim.  Incaseof the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Borrowing shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding orotherwise

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(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and  allother  amounts  due  the  Lenders,  the  Issuing  Banks  and  the  Administrative  Agent      under

Sections 2.12 and 9.05) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute thesame;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Banks to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12 and 9.05.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Banks any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the Issuing Banks to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing Banks in any such proceeding.

SECTION8.10Collateral AgreementMatters.  (a) (i) The Lendersandthe Issuing Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Collateral Agent and the Issuing Banks shall have been made), (B) that is sold or to be sold to a party that is not a Loan Party as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) subject to Section 9.09, if approved, authorized or ratified in writing by the RequiredLenders.

(ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (i) or (j) of Section 6.02.

(b)The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any guarantor from its obligations under the Guaranty Agreement and the other Security Documents if such person ceases to be a Loan Party

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as a result of a transaction permittedhereunder.

Upon request by the Administrative Agent at any time, each of the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any guarantor from its obligations under the Guarantee and the other Security Documents.

(c)The Lenders (i) irrevocably agree that they will be bound by and will take no actions contrary to the provisions of any Junior Lien Intercreditor and SubordinationAgreementand(ii)authorizeandinstructtheAdministrativeAgentand Collateral Agent to enter into any Junior Lien Intercreditor and Subordination Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of Indebtedness pursuant to Section 6.01, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by Section 6.02 and the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

SECTION8.11Withholding Tax.To   the   extent   required by any applicable laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender or under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payment in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.11. The agreements in this Section 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all otherObligations.

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ARTICLE IX

Miscellaneous

SECTION9.01Notices.     (a)  Except  in  the  case  of  notices  and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable  telephone number, asfollows:

(i)if to any Loan Party, to its address set forth on Schedule9.01(a)(i);

(ii)if to the Administrative Agent or Collateral Agent, to the applicable address as set forth on Schedule 9.01(a)(ii) and including copies to any sub-agents as set forth therein;and

(iii)if to the Swingline Lender (if any) or Issuing Bank (if any), to it at the address or telecopy number set forth separately inwriting.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)Notices and other communications to the Lenders and each Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Article II if such Lender or any Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices orcommunications.

(c)Unless the Administrative Agent otherwise prescribes, (i) notices  and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website addresstherefor.

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(d)Each of the Borrower, the Administrative Agent, each Issuing Bank and each Swingline Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each Issuing Bank and each Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,eachPublicLenderagreestocauseatleastoneindividualatoronbehalfofsuchPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to the Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e)The Administrative Agent, each Issuing Bank and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to suchrecording.

SECTION9.02Survival   of   Agreement.      All covenants, agreements, representations and warranties made by the Borrower and the other Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall survive the making by the Lenders of the Loans, the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their behalf,  and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or L/C Disbursement or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall survive the payment in full of the principal and interest hereunder, the expiration of the Letters of Credit and the termination of the Commitments or thisAgreement.

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SECTION9.03Binding  Effect.   This  Agreement  shallbecomeeffectivewhen it shall have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, each Issuing Bank, the Administrative Agent and each Lender and their respective permitted successors andassigns.

SECTION9.04Successors   and   Assigns.   (a)     The   provisionsof this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of an Issuing Bank thatissuesanyLetterofCredit),exceptthat(i)theBorrowermaynotassignorotherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign  or otherwise transfer its rights or obligations hereunder except in accordance with this Section (and any attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this Section 9.04(b), participations in Letter of Credit obligations and in Swingline Loans) at the time owing to it) with the prior written consentof:

(A)the Borrower (such consent not to be unreasonably withheld or delayed); provided, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other person or in connection with the initial syndication of the Loans; provided, that any liability of the Borrower to an assignee that is an Approved Fund or affiliate of the assigning Lender under Section 2.15 or 2.17 shall be limited to the amount, if any, that would have been payable hereunder by the Borrower in the absence of such assignment; provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten days after having received noticethereof;

(B)the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of in the case of a Term Loan, all or any portion of such Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund of such Lender;and

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(C)the Swingline Lenders and the Issuing Banks; provided, that the consent of the Swingline Lenders and the Issuing Banks shall not be required if such assignment is an assignment of a TermLoan.

(ii)Assignments shall be subject to the following additionalconditions:

(A)except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under a given Tranche, the amount of the Commitments or Loans of the assigning Lender under a given Tranche subject to each such assignment (as of the date such Assignment and Acceptance is recorded in the Register by the Administrative Agent) shall not be less than(x) $1,000,000  in  respect  of  Term  Loans,  and  (y)  $5,000,000  in  respect  of  the Revolving Facility Loans, unless each of the Borrower and the Administrative Agent otherwise consent; provided that simultaneous assignments to two or more Related Funds or by two or more Related Funds to a single Assignee shall be treated as one assignment for purposes of the minimum assignment requirement, and shall be in an amount that is an integral multiple of $1,000,000 (or the entire remaining amount of such Lender’s Commitment);

(B)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (which may be waived or reduced at the Administrative Agent’s sole discretion); provided, that (i) assignments pursuant to Section 2.19 shall not require the signature of the assigning Lender to become effective and (ii) any such processing and recordation fee in connection with assignments pursuant to Section 2.19 shall be paid by the Borrower or the assignee;

(C)the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all documentation and other information with respect to the assignee that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, including any tax forms required to be provided pursuant to Section 2.17(g);and

(D)in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest  accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share  of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall  be deemed to be a Defaulting Lender for all purposes of this Agreement until such complianceoccurs.

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For the purposes of this Section 9.04, “Approved Fund” means any person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course   ofits activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii)Subject to acceptance and recording thereof pursuant to paragraph (b)(v) below, from and after the effective date specified in each Assignment and Acceptance (which shall be the date of such recordation) the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of thisSection.

(iv)The Administrative Agent, acting solely for this purpose as a non- fiduciary agent of the Borrower, shall maintain at one of its offices in the United States of America a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in  the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to  time upon reasonable priornotice.

(v)Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, all documents required under Section 9.04(b)(ii)(C) (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this paragraph, provided that for the avoidance of doubt, the date that is the later of (i) the trade date specified (if any) in the Assignment and Assumption and (ii) the day such Assignment and Assumption has been recorded in the Register shall be the effective date of the assignment.

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(c)(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a naturalperson,ortheBorroweroranyoftheAffiliatedLenders)(a“Participant”)inalloraportion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, that (a) such Lender’s obligations under this Agreement shall remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (c) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided, that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to Section 9.04(a)(i) or clause (i), (ii), (iii), (iv), (v) or (vi) of the first proviso to   Section 9.09(b) and (2) directly affects such Participant and (y) no other agreement with respect to such Participant may exist between such Lender and suchParticipant.

(ii)The Borrower agrees that each Participant shall be entitled to the benefits  of Sections 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(g) (it being understood that the documentation required under Section 2.17(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.16 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with respect to any Participant. To the extent permitted by  law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.  Each Lender that sells a participation shall, acting solely for  this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation  for  all  purposes  of  this  Agreement  notwithstanding  any  notice  to  the contrary.For  the  avoidance  of  doubt,  the  Administrative  Agent  (in  itscapacityas Administrative Agent) shall have no responsibility for maintaining a ParticipantRegister.

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(d)Any Lender may, without the consent of the Administrative Agent or the Borrower, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a partyhereto.

(e)The Borrower, at its expense and upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d)above.

(f)[Reserved].

(g)Notwithstanding the foregoing, no assignment may be made or participation sold to (i) a natural person, (ii) an Ineligible Institution without the prior written consent of the Borrower, (iii) any Defaulting Lender or any of its subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (iii) or (iv) any Affiliated Lenders, except as provided in section (h) below. Upon the request of any Lender, the Administrative Agent shall inform such Lender as to whether an actual proposed Participant or Assignee is an IneligibleInstitution.

(h)Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender, subject to the followinglimitations:

(i)In connection with an assignment to an Affiliated Lender, (A) the Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Lender and the Administrative Agent prior to the execution of such assignment and (B) the Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Lender and the Administrative Agent that the requirements set forth in this Section 9.04(h)(i) and Section 9.04(h)(iv) below shall have been satisfied upon consummation of the applicableassignment;

(ii)Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent and/or the Collateral Agent or any other Lender, except to the extent made available to the Borrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent and/or the Collateral Agent or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent, the Collateral Agent or theLenders;

(iii)(A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the AdministrativeAgent,theCollateralAgentoranyLendertoundertakeanyaction(or refrain from taking any action) under, this Agreement or any other Loan Document, each Affiliated Lender will be deemed to

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have consented in the same proportion as the Term Lenders that are not Affiliated Lenders consented to such matter, unless such matter requires the consent of all or all affected Lenders and adversely affects such Affiliated Lender more than other Term Lenders in any material respect, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws  (a “Bankruptcy Plan”), each Affiliated Lender hereby agrees (x) not to vote on such Bankruptcy Plan, (y) if such Affiliated Lender does vote on such Bankruptcy Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by a court of competent jurisdiction effectuating the foregoing clause (y), in each case under this clause (B) unless such Bankruptcy Plan adversely affects such Affiliated Lender more than other Term Lenders in any material respect and (C) each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate of the Borrower’s attorney-in-fact, with full authority in the place and stead of such Affiliate of the Borrower and in the name of such Affiliated Lender (solely in respect of Term Loans held by such Affiliated Lender and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that  the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this Section 9.04(h)(iii), including to ensure that any vote of such Affiliated Lender on any Bankruptcy Plan is withdrawn or otherwise notcounted;

(iv)the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders may not exceed 25% of the aggregate outstanding principal amount of TermLoans;

(v)the Affiliated Lender will not be entitled to bring actions against the Administrative Agent or the Collateral Agent, in its role as such, or receive advice of counsel or other advisors to the Administrative Agent, the Collateral Agent  or any Lender or challenge the attorney-client privilege of their respective counsel;and

(vi)the Loans held by any Affiliated Lenders in the aggregate shall not account for more than 49.9% of the amounts included in determining whether the Required Lenders have (A) consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any LoanDocument.

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Each Affiliated Lender that is a Term Lender hereunder agrees to comply with the terms of this Section 9.04(h) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and each Affiliated Lenders agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of suchassignment.

(i) Resignation as an Issuing Bank or a Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time an Issuing Bank or Swingline Lender assigns all of its Revolving Facility Commitment and Revolving Facility Loans pursuant to Section 9.04(b), such Issuing Bank or Swingline Lender may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon 30  days’ notice to the Borrower, resign as a Swingline Lender. In the event of any such resignation as an Issuing Bank or a Swingline Lender, the Borrower shall be entitled to appoint from among the Revolving Facility Lenders a successor Issuing Bank or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Issuing Bank as an Issuing Bank or Swingline Lender as a Swingline Lender, as the case may be. If such Issuing Bank resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all unreimbursed L/C Disbursements with respect thereto (including the right to require the Lenders to make ABR Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.05(c)). If such Swingline Lender resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(b). Upon  the appointment of a successor Issuing Bank and/or Swingline Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of a retiring Issuing Bank or Swingline Lender, as the case may be, and (b) the successor Issuing Banks 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 resigning Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters ofCredit.

SECTION9.05Expenses; Indemnity.  (a)  The Borrower agrees to pay(i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and its Affiliates in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution and delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (including reasonable fees, charges and disbursements of counsel for the Administrative Agent), (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender and each Issuing Bank (including the fees, charges and disbursements of any counsel for the

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Administrative Agent, any Lender or any Issuing Bank), in connection with the enforcement or protection of their rights (A) in connection with this AgreementandtheotherLoanDocuments,includingitsrightsunderthisSection,or(B)inconnection with the Loans made or the Letters of Credit issued hereunder, including all such out- of-pocket costs incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that, the Borrower’s obligations under this Section 9.05(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one primary outside legal counsel for all persons described in clauses (i) through (ii) above, taken as a whole,

(y)in the case of any actual or perceived conflict of interest, one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or foreign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiplejurisdictions).

(b)The Borrower shall indemnify the Administrative Agent, Lead Arranger, the Agents, each Issuing Bank, each Lender, their respective Affiliates and each of their respective directors, trustees, officers, employees and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses, including reasonable counsel fees, charges and disbursements (except the allocated costs of in-house counsel and limited to the fees and expenses of (x) one primary outside legal counsel to the Indemnitees, taken as a whole, (y) in the case of any actual or perceived conflict of interest, one outside legal counsel for each group of affected Persons similarly situated, taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or foreign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are (x) determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The provisions of this Section 9.05 shall remain

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operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment, satisfaction and discharge of any of the Obligations, the resignation of the Administrative Agent or any Issuing Bank or any Swingline Lender, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable no later than ten Business Days after written demand therefor, accompanied byreasonable documentation with respect to any reimbursement, indemnification or other amount requested. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competentjurisdiction

(d)To the extent that the Borrower for any reason fails to indefeasibly pay  any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred  by or asserted against the Administrative Agent (or any such sub-agent) or the applicable Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or applicable Issuing Bank in connection with  such capacity. The obligations of the Lenders under this subsection (d) are subject to the provisions of Section2.18(f).

SECTION9.06Right of Set-off.  If an Event of Default shallhaveoccurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of Holdings, the Borrower or any other Subsidiary against any of and all the obligations  of Holdings or the

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Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent andtheLenders,and(y)theDefaultingLendershallprovidepromptlytotheAdministrative

Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

SECTION9.07Payments Set Aside.  To the extent that any paymentbyor on behalf of the Borrower is made to the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, or the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside  or  required (including pursuant to any settlement entered into by the Administrative Agent, the Collateral Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each Issuing Bank severally agrees to pay to the Administrative Agent or the Collateral Agent, as applicable, upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent or the Collateral Agent (as applicable), plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time ineffect.

SECTION9.08Applicable Law.  THIS AGREEMENT ANDTHEOTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITHANDGOVERNEDBYTHELAWSOFTHESTATEOFNEWYORK.

SECTION9.09Waivers;  Amendment.    (a)    None  of  theArranger,the Agents or the Lenders shall by any act (except by a written instrument pursuant to clause (b) below), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Arranger, Agent or Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Arranger, Agent or Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Arranger, Agent or Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided bylaw.

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(b)Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, or (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreementshall:

(i)decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement without the prior written consent of each Lender directly affected thereby; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause(i),

(ii)increase or extend the Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender or a decrease of fees of anyLender),

(iii)extend, waive or reduce the amount of any scheduled installment of principal or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender adversely affected thereby (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory prepayment or reduction in the aggregate Commitments shall not constitute an extension, waiver or reduction of the amount of a scheduled installment of principal or date of payment of interest orfees),

(iv)amend or modify the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, or require any Lender to make available Interest Periods longer than six months without its consent, without the prior written consent of the each Lender adversely affectedthereby,

(v)amend or modify the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the applicable Loans andCommitments),

(vi)release all or substantially all the Collateral or release any of Holdings, the Borrower or any other Loan Party from its Guarantee under the Guaranty Agreement, unless, in the case of a Loan Party, all or substantially all of the Equity Interests of such Loan Party are sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of eachLender,

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(vii)subordinate the Liens in favor of the Administrative Agent or Collateral Agent, as applicable, securing the Obligations, with respect to all or substantially all of the Collateral, without the prior written consent of eachLender,

(viii)effect any waiver, amendment or modification that by its terms adversely affectstherightsofLendersparticipatinginanyClassofLoans,asthecasemaybe, differently from those of Lenders participating in another Class of Loans, without the consent of the Majority Lenders participating in the adversely affected Class (it being agreed that the Required Lenders, may waive, in whole or in part, any prepayment required by Section 2.11 so long as the application of any prepayment still required to be made is not changed), and

(ix)effect any waiver, amendment or modification of Section 5.4 of the Collateral Agreement, or any comparable provision of any other Security Document, in a manner that materially adversely affects the rights in respect of payments or collateral of Lenders, without the consent of each Lender soaffected;

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, a Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, such Swingline Lender or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.09 and any consent by any Lender pursuant to this Section 9.09 shall bind any Assignee of such Lender.

(c)Without the consent of any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so  that the security interests therein comply with applicablelaw.

(d)Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any other waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such DefaultingLender.

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(e)Subject to the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of RequiredLenders.

(f)Notwithstanding anything to the contrary contained in this Section 9.09, this  Agreement  may  be  amended  with the written consent  of the Administrative Agent,   the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any Class (“Refinanced Term Loans”) with one or more tranches of replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus accrued interest, fees, expenses and premium), (b) the Effective Yield for such Replacement Term Loans shall not be higher than the Effective Yield for such Refinanced Term Loans, unless the final stated maturity of such Replacement Term Loans is at least one year later than the final stated maturity of such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except by virtue of amortization or prepayment of the Refinanced Term Loans prior to the time of such incurrence), (d) any Replacement Term Loans have a final stated maturity equal to or later than the final stated maturity date of the Refinanced Term Loans at the time of such refinancing, (e) any  Replacement Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayment made by the Borrower pursuant to Section 2.11 with any Class of Term Loans that ranks pari passu as to security with such Replacement Term Loans (and junior basis as to any Class of Term Loans that ranks senior as to security with such Replacement Term Loans) and (f) all other terms applicable to such Replacement Term Loans (excluding pricing, interest, fees, rate floors, call, premiums and maturity date, subject to preceding clauses (b), (c) and (d)) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing.

(g)Notwithstanding anything to the contrary contained in this Section 9.09, if at any time after Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

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(h)Notwithstanding anything to the contrary contained in this Section 9.09, any waiver, amendment or modification of this Agreement that (x) in the absence of this clause

(h)would require the consent of the Required Lenders and (y) by its terms affects solely the rights, benefits, duties or obligations under this Agreement of one Class of Lenders and not any other Class of Lenders may, in each case, be effected by an agreement or agreements in writing entered into by the Borrower and Majority Lenders of such affected Class of Lenders (together with any other individual Lender directly affected thereby whose consent would be required by the first and second provisos appearing in  Section9.09(b)).

(i)Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Administrative Agent, the Borrower and the Revolving Facility Lenders shall be permitted to amend this Agreement in order to (i) add new or additionalIssuing Banks and/or Swingline Lenders or to reflect that Letters of Credit may be issued by a Third Party LC Issuer, (ii) revise the Letter of Credit and Swingline provisions in this Agreement to accommodate the administrative or operational needs of such new or additional Issuing Bank, Third Party LC Issuer and/or Swingline Lenders, provided that (X) any such Issuing Banks and/or Swingline Lenders and any such revised provisions must be reasonably acceptable to the Administrative Agent and the Revolving Facility Lenders, and (Y) such amendments shall not be materially adverse to the Term Lenders, (iii) modify the required notice period for borrowing of Revolving Facility Loans and (iv) increase or decrease the L/C Commitment and Swingline Commitment amounts, provided that in no event shall such L/C Commitment or Swingline Commitment amounts exceed the Revolving Facility Commitment. Such amendment(s) shall become effective without any further action or consent of any other party to any Loan  Document.

(j)   Notwithstanding anything to the contrary contained in this Section 9.09,    this Agreement and the other Loan Documents may be amended, restated, supplemented and/or otherwise modified with the written consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders, in order to (i) increase the interest rate or yield applicable to the Credit Facilities, including by increasing the Applicable Margin or similar component of the interest rate, by modifying the method of computing interest applicable to the Credit Facilities (including by creating any new interest rate “floors”) or paying additional upfront fees, consent fees or original issue discount on or with respect to the Credit Facilities and (ii) increase a letter of credit, unused commitment, facility or utilization fee or other fees having similar effect under the CreditFacilities.

SECTION9.10Interest Rate Limitation.Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicableRequirementsofLaw,shallnotexceedtheHighestLawfulRate.If  therateof interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made

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hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect.  Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly  to  any  applicableusurylaws.Accordingly, if any Lender contracts for,    charges,orreceives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to the Borrower.

SECTION9.11[Reserved].

SECTION9.12Entire  Agreement.   This  Agreement  and  theotherLoan Documents represent the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. There are no promises, undertakings, representations or warranties by the Arranger, any Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other LoanDocuments.

SECTION9.13WAIVER OF JURY TRIAL.   EACH  PARTYHERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND(B)ACKNOWLEDGESTHATITANDTHEOTHERPARTIESHERETOHAVEBEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.

SECTION9.14Severability.In  the  event  any  one  or  more     of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible  to  that  of  the  invalid,  illegal  or unenforceable provisions.Without limiting the foregoing provisions of this Section 9.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any Issuing Bank or Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not solimited.

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SECTION9.15Counterparts.  This Agreement may be executed in twoormore counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one  contract,  and  shall  become  effective  as  provided  in  Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile (or other electronic) transmission pursuant to procedures approved by the Administrative Agent shall be as effective as delivery of a manually signedoriginal.

SECTION9.16Headings.   Article and Section headings and the Tableof Contents used herein are for convenience of reference only, are not part of this Agreement and arenottoaffecttheconstructionof,ortobetakenintoconsiderationininterpreting,this Agreement.

SECTION9.17Jurisdiction; Consent to Service of Process.

(a)      Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Holdings, the Borrower or any other Loan  Party or their properties in the courts of anyjurisdiction.

(b)      Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of  the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense  of an inconvenient forum to the maintenance of such action or proceeding in any suchcourt.

SECTION9.18Confidentiality.   Each of the Lenders, each  IssuingBank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrower and the other Loan Parties furnished to it by or on behalf of Holdings, the Borrower or the other Loan Parties (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating  this Section 9.18 or (c) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know or to any person that approves or

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administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.18), except: (a) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (b) as part of normal reporting or review procedures to Governmental Authorities or the National Association of Insurance Commissioners, (c) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.18), (d) in order to enforce its rights under any Loan Document in a legal proceeding, (e) to any prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.18), (f) to any directorindirect contractual counterparty in Swap Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section) or (g) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder.

SECTION9.19Direct WebsiteCommunications.

(a)Delivery. (i) Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document but only to the extent requested by the Administrative Agent. Nothing in this Section 9.19 shall prejudice the right of the Agents, the Lead Arranger or any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other LoanDocument.

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(ii)The Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address set forth in Section 9.01 shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform (as defined below) shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (a) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e- mailaddresstowhichtheforegoingnoticemaybesentbyelectronictransmissionand

(b)that the foregoing notice may be sent to such e-mailaddress.

(b)Posting. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make the Communications available to the Lenders and each Issuing Bank by posting the Communications on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such person’s securities.         The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that (w) all such Communications shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, each Issuing Bank and the Lenders to treat such Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 9.18); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

(c)Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,FITNESSFORAPARTICULARPURPOSE,NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. In no event shall the Administrative Agent or  any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,

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any Lender, any Issuing Bank or any other person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Bank or any other person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actualdamages).

SECTION9.20Release of Liens and Guarantees.      In the event thatany Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Loan Party (other than the Equity Interests of the Borrower) to a person that is not (and is not required to become) a Loan Party in a transaction permitted by this Agreement, then the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such assets or Equity interests, and, in the case of a disposition of the Equity Interests of any Loan Party in a transaction permitted by this Agreement and as a result of which such Loan Party would cease to be a Subsidiary, terminate such Loan Party’s obligations under the Guaranty Agreement,  Collateral

Agreement and any other applicable Security Document; provided that the release of any Subsidiary because it ceases to be a Wholly Owned Subsidiary shall constitute an Investment in an amount equal to the fair market value of the net assets of such relevant Subsidiary and such release shall only be permitted if such Investment of all such assets is permitted under Section 6.04 for such release to be permitted hereunder. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefor has been made) are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset or subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

SECTION9.21Power   of   Attorney.       Each   Lender  (including  each Swingline Lender) and each Issuing Bank hereby (i) authorizes the Administrative Agent as its agent and attorney-in-fact to execute and deliver, on behalf of and in the name of such Lender or Issuing Bank (or Affiliate), all and any Loan Documents (including Security Documents) and related documentation, (ii) authorizes the Administrative Agent to appoint any further agents or attorneys-in-fact to execute and deliver, or otherwise to act, on behalf of and in the name of the Administrative Agent for any such purpose and (iii) authorizes the Administrative Agent to delegate its powers under this power of attorney and to do any and all acts and to make and receive all declarations that are deemed necessary or appropriate to the AdministrativeAgent.

	-191-
US-DOCS\101954982.7103794500.8

SECTION9.22PATRIOT Act Notice.   Each Lender, each  IssuingBank,the Administrative Agent (for itself and not on behalf of any Lender) and the Collateral Agent hereby notifies each Loan Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name, address and taxpayer information number of each Loan Party and other information that will allow such Lender, such Issuing Bank, the Administrative Agent or the Collateral Agent, as applicable, to identify such Loan Party in accordance with the  PATRIOT Act. The Borrower shall, promptly following a request by any Lender, any Issuing Bank, the Administrative Agent or the Collateral Agent, provide all documentation and other information that such Lender, such Issuing Bank, the Administrative Agent or the Collateral Agent, as applicable, reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOTAct.

SECTION9.23No Advisory or Fiduciary Relationship.  Inconnectionwith all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arranger, and the other Agents are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arranger, and the other Agents, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,  and  (C)  the  Borrower  is  capable  of evaluating, and understands and accepts,the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lead Arranger, and the other Agents each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other person and (B) neither the Administrative Agent, the Lead Arranger, nor any of the other Agents has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arranger, and the other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Lead Arranger, nor any of the other Agents has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arranger, and the other Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION9.24Acknowledgement   and   Consent   to   Bail-In   of  EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and

	-192-
US-DOCS\101954982.7103794500.8

acknowledges and agrees to be boundby:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution;and

(b)the  effects  of  any  Bail-In  Action  on  any  such  liability,  including, if

applicable:

(i)a reduction in full or in part or cancellation of any suchliability;

(ii)aconversionofall,oraportionof,suchliabilityintosharesorother instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA ResolutionAuthority.

[Remainder of page left intentionally blank.]

	-193-
US-DOCS\101954982.7103794500.8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

AFFINION GROUP HOLDINGS, INC., as

Holdings

By:  

Name: Title:

AFFINION GROUP, INC., as Borrower

By:  

Name: Title:

[Signature Page to Credit Agreement]

US-DOCS\101954982.7103794500.8

HPS INVESTMENT PARTNERS, LLC, as

Administrative Agent and Collateral Agent

By:  

Name: Title:

[Signature Page to Credit Agreement]

US-DOCS\101954982.7103794500.8

[Lender signature pages on file with Administrative Agent]

US-DOCS\101954982.7103794500.8

[Signature Page to Credit Agreement]

US-DOCS\101954982.7103794500.8

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

• Affinion Net Patents, Inc. (DE)

• Affinion Group, Inc. (DE)

• Affinion Group, LLC  (DE)

• Affinion Developments, LLC (DE)

• Affinion PD Holdings, Inc. (DE)

• Affinion Data Services, Inc. (DE)

• Affinion Investments, LLC (DE)

• Affinion Publishing, LLC (DE)

• CCAA Corporation (DE)

• Long Term Preferred Care, Inc. (TN)

• Trilegiant Corporation (DE)

• Cardwell Agency, Inc. (VA)

• SafeCard Services Insurance Company (ND)

• Trilegiant Insurance Services, Inc. (DE)

• Connexions Loyalty, Inc. (DE)

• Affinion Investments II, LLC (DE)

• Connexions Loyalty Acquisition, LLC (DE)

• Loyalty Travel Agency LLC (DE)

• Connexions Loyalty Travel Solutions LLC (DE)

• Connexions Loyalty Travel S.A.S. (Colombia)

• Incentive Networks, LLC (DE)

• Connexions Loyalty Global Travel Fulfillment LLC (DE)

• Trilegiant Retail Services, Inc. (DE)

• Trilegiant Auto Services, Inc. (WY)

• Travelers Advantage Services, LLC (DE)

• Watchguard Registration Services, Inc. (IN)

• CUC Asia Holdings (DE Partnership)

• Global Protection Solutions, LLC (DE)

• Webloyalty Holdings, Inc. (DE)

• Webloyalty.com, Inc. (DE)

• Lift Media, LLC (DE)

• Propp Corp. (IL)

• Connexions SMV, LLC (DE)

• Connexions SM Ventures, LLC (NV)

• Affinion Brazil Holdings I, LLC (DE)

• Affinion Brazil Holdings II, LLC (DE)

• BreakFive, LLC (DE)

• Tavisca LLC (DE)

• CX Loyalty Pte Ltd (Singapore)

• Connexions Loyalty Travel Limited (Hong Kong)

• Affinion International Servicos de Fidelidade e Corretora de Seguras LTDA (Brazil)

• Affinion International Holdings Limited  (UK)

• Affinion International Limited (UK)

• Bassae Holding B.V. (The Netherlands)

• Affinion International Assurances SARL (France)

• Affinion International B.V. (The Netherlands)

• Affinion International S.r.1. (Italy)

• Affinion International Philippines Corp. (Philippines)

• Affinion International, S.L. Sociedad Unipersonal  (Spain)

• Affinion International Holdco (Proprietary) Limited (South Africa)

• Cims South Africa (Proprietary) Limited (South Africa) (51% owned)

• Affinion International Travel Holdco Limited (UK)

• Affinion International Travel Limited (UK)

• Affinion International Travel BVBA (Belgium)

• Affinion International Travel Limited (Ireland)

• PTG Professional Travel GmbH (Germany)

• Affinion International OY AB (Finland)

• Affinion International AS (Norway)

• Affinion International AB (Sweden)

• Affinion International ApS (Denmark)

• Affinion International GmbH (Germany)

• Loyaltybuild Limited (Ireland) (has a French Branch)

• Cims Limited (UK) (non-trading)

• Entertainment Publications Ltd. (UK)

• Entertainment Publications of Argentina, S.A. (Argentina) INACTIVE --- (local)

• Entertainment Publications de Mexico, S.A. de C.V. (Mexico) INACTIVE --- (local)

• Credit Card Sentinel Limited (UK)

• Credit Card Sentinel Sweden AB (Sweden)

• TZM Limited (New Zealand) --- (local)

• Lapback AS (Norway) (minority ownership of 20.09%)

• Webloyalty International Limited (UK)

• WL France SAS (France)

• Webloyalty International Sarl (Switzerland)

• Webloyalty Holdings Cooperatief U.A. (The Netherlands)

• Webloyalty International S.L. (Spain)

• Webloyalty International S.r.1. (Italy)

• Loyalty Ventures Limited (UK)

• Back Up Bireysel Ürünle Satis ve Pazarlama A.S. (Turkey) (90% owned)

• Bofis Turizm ve Ticaret A.S. (Turkey) (99.999% owned)

• Affinion Mobile Solutions Proprietary Limited (South Africa) (51% owned by Cims South Africa (Proprietary) Limited)

• Webloyalty Turkey Elektronik Hizmetler Ve Ticaret Limited Şirketi (Turkey)

• Webloyalty International Mexico, S. de R.L. de C.V. (Mexico)

• Tavisca Solutions Private Limited (India)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Todd H. Siegel, certify that:

(1) I have reviewed this annual report on Form 10-K of Affinion Group Holdings, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 12, 2019	By:	/s/ Todd H. Siegel
	Name:	Todd H. Siegel
	Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Gregory S. Miller, certify that:

(1) I have reviewed this annual report on Form 10-K of Affinion Group Holdings, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 12, 2019	By:	/s/ Gregory S. Miller
	Name:	Gregory S. Miller
	Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies this annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2018, of Affinion Group Holdings, Inc. (the “Issuer”).

In connection with the Form 10-K, I, Todd H. Siegel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that to the best of my knowledge:

(i) the Form 10-K fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer as of the dates and for the periods indicated in the Form 10-K.

/s/ Todd H. Siegel

Name:   Todd H. Siegel

Title:     Chief Executive Officer

April 12, 2019

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies this annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2018, of Affinion Group Holdings, Inc. (the “Issuer”).

In connection with the Form 10-K, I, Gregory S. Miller, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that to the best of my knowledge:

(i) the Form 10-K fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer as of the dates and for the periods indicated in the Form 10-K.

/s/ Gregory S. Miller

Name:   Gregory S. Miller

Title:     Chief Financial Officer

April 12, 2019

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 10, 2019	Jun. 30, 2018
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Trading Symbol	AGHI
Entity Registrant Name	AFFINION GROUP HOLDINGS, INC.
Entity Central Index Key	0001404624
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		725,678
Entity Public Float			$ 0

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 84.7	$ 39.5
Restricted cash	14.4	9.9
Receivables (net of allowances for doubtful accounts of $7.6 and $7.5, respectively)	109.5	153.4
Prepaid commissions	38.6	33.7
Other current assets	91.6	69.6
Current assets held for sale		46.0
Total current assets	338.8	352.1
Non-current assets:
Property and equipment, net	91.9	103.5
Goodwill	173.4	166.4
Intangible assets, net	28.6	34.0
Other non-current assets	49.3	27.6
Non-current assets held for sale		83.3
Total assets	682.0	766.9
Current liabilities:
Current portion of long-term debt	13.8	13.9
Accounts payable and accrued expenses	291.3	292.7
Deferred revenue	29.7	35.2
Income taxes payable	2.3	3.2
Current liabilities held for sale		49.1
Total current liabilities	337.1	394.1
Long-term debt	1,559.2	1,887.3
Deferred income taxes	2.9	5.5
Deferred revenue	3.2	4.1
Other long-term liabilities	37.0	25.9
Non-current liabilities held for sale		7.6
Total liabilities	1,939.4	2,324.5
Commitments and contingencies
Deficit:
Additional paid in capital	414.2	412.5
Warrants	31.1	31.1
Accumulated deficit	(1,688.0)	(1,991.7)
Accumulated other comprehensive income	(14.9)	(9.5)
Treasury stock, at cost, 1,084 Class C and 1,141 Class D shares	(1.1)	(1.1)
Total Affinion Group Holdings, Inc. deficit	(1,258.6)	(1,558.6)
Non-controlling interest in subsidiary	1.2	1.0
Total deficit	(1,257.4)	(1,557.6)
Total liabilities and deficit	682.0	766.9
Other Intangibles, Net
Non-current assets:
Intangible assets, net	28.6	34.0
Common Stock Class Undefined
Deficit:
Common stock	$ 0.1	$ 0.1

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Receivables, allowance for doubtful accounts	$ 7.6	$ 7.5
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	520,000,000	520,000,000
Common stock, shares outstanding	9,090,404	9,157,071
Common Stock Class Undefined
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	520,000,000	520,000,000
Common stock, shares issued	9,090,404	9,157,071
Common stock, shares outstanding	9,090,404	9,157,071
Class C Common Stock
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	434,897	434,897
Common stock, shares outstanding	433,813	433,813
Treasury stock, shares	1,084	1,084
Class D Common Stock
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	457,784	457,784
Common stock, shares outstanding	456,643	456,643
Treasury stock, shares	1,141	1,141

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2018		Sep. 30, 2018		Jun. 30, 2018		Mar. 31, 2018		Dec. 31, 2017		Sep. 30, 2017		Jun. 30, 2017		Mar. 31, 2017		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Net revenues	$ 154.4		$ 177.1		$ 179.3		$ 189.0		$ 175.0		$ 183.3		$ 181.2		$ 184.6		$ 699.8	$ 724.1	$ 742.0
Expenses:
Marketing and commissions	39.5		36.8		31.8		34.7		43.0		42.5		42.4		45.6		142.8	173.5	200.8
Operating costs	81.9		82.3		83.1		84.0		80.7		81.1		103.6		86.9		331.3	352.3	318.4
General and administrative	25.6		26.2		35.0		26.9		17.7		21.2		24.4		22.5		113.7	85.8	109.1
Facility exit costs																	4.3	0.9	1.1
Depreciation and amortization	12.0		12.7		11.7		11.8		11.6		11.8		11.0		10.9		48.2	45.3	55.3
Total expenses																	640.3	657.8	684.7
Income (loss) from continuing operations																	59.5	66.3	57.3
Interest income																	0.2	0.3	0.5
Interest expense																	(197.4)	(142.8)	(74.8)
Gain (loss) on extinguishment of debt																	(32.0)	3.5
Other income (expense), net																	(1.8)	(0.4)	0.1
Income (loss) from continuing operations before income taxes																	(171.5)	(73.1)	(16.9)
Income tax benefit (provision)																	27.0	27.2	(3.4)
Income (loss) from continuing operations, net of tax	(57.8)		(39.5)		(30.7)		(16.5)		2.4	[1],[2]	(21.0)	[1],[2]	(25.9)	[1],[2]	(1.4)	[1],[2]	(144.5)	(45.9)	(20.3)
Income from discontinued operations, net of tax	(4.2)	[3]	456.9	[3]	(3.1)	[3]	(1.8)	[3]	1.0	[2]	10.2	[2]	0.8	[2]	9.5	[2]	447.8	21.5	36.6
Net income (loss)	$ (62.0)	[3]	$ 417.4	[3]	$ (33.8)	[3]	$ (18.3)	[3]	$ 3.4	[1]	$ (10.8)	[1]	$ (25.1)	[1]	$ 8.1	[1]	303.3	(24.4)	16.3
Less: net income attributable to non-controlling interest																	(1.2)	(0.8)	(0.6)
Net income (loss) attributable to Affinion Group Holdings, Inc.																	$ 302.1	$ (25.2)	$ 15.7
Basic earnings (loss) per share
Continuing operations	$ (4.26)		$ (2.91)		$ (2.28)		$ (1.25)		$ 0.17	[1],[2]	$ (1.54)	[1],[2]	$ (2.31)	[1],[2]	$ (0.21)	[1],[2]	$ (10.69)	$ (3.92)	$ (2.26)
Discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74	[2]	0.08	[2]	1.06	[2]	32.86	1.80	4.00
Net earnings (loss) per share	(4.56)	[3]	30.60	[3]	(2.50)	[3]	(1.38)	[3]	0.24	[1]	(0.80)	[1]	(2.23)	[1]	0.85	[1]	22.17	(2.12)	1.74
Diluted earnings (loss) per share
Continuing operations	(4.26)		(2.91)		(2.28)		(1.25)		0.17	[1],[2]	(1.54)	[1],[2]	(2.31)	[1],[2]	(0.21)	[1],[2]	(10.69)	(3.92)	(2.26)
Discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74	[2]	0.08	[2]	1.06	[2]	32.86	1.80	4.00
Net earnings (loss) per share	$ (4.56)	[3]	$ 30.60	[3]	$ (2.50)	[3]	$ (1.38)	[3]	$ 0.24	[1]	$ (0.80)	[1]	$ (2.23)	[1]	$ 0.85	[1]	$ 22.17	$ (2.12)	$ 1.74
Weighted average common shares outstanding
Basic																	13,626,497	11,922,131	9,104,191
Diluted																	13,626,497	11,922,131	9,104,983
Net income (loss)	$ (62.0)	[3]	$ 417.4	[3]	$ (33.8)	[3]	$ (18.3)	[3]	$ 3.4	[1]	$ (10.8)	[1]	$ (25.1)	[1]	$ 8.1	[1]	$ 303.3	$ (24.4)	$ 16.3
Currency translation adjustment, net of tax for all periods																	(5.5)	6.3	(9.4)
Comprehensive income (loss)																	297.8	(18.1)	6.9
Less: comprehensive income attributable to non-controlling interest																	(1.1)	(0.9)	(0.7)
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	$ 296.7	$ (19.0)	$ 6.2

[1] An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA

[2] During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

[3] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

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CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT - USD ($) $ in Millions	Total	Common Shares	Common Stock and Additional Paid-in Capital	Warrants	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Non-Controlling Interest
Beginning Balance at Dec. 31, 2015	$ (1,583.0)		$ 405.8		$ (1,982.2)	$ (6.2)	$ (1.1)	$ 0.7
Beginning Balance, shares at Dec. 31, 2015		9,093,330
Net income (loss)	16.3				15.7			0.6
Currency translation adjustment	(9.4)					(9.5)		0.1
Dividend to non-controlling interest	(0.6)							(0.6)
Share-based compensation	3.8		3.8
Ending Balance at Dec. 31, 2016	(1,572.9)		409.6		(1,966.5)	(15.7)	(1.1)	0.8
Ending Balance, shares at Dec. 31, 2016		9,093,330
Net income (loss)	(24.4)				(25.2)			0.8
Currency translation adjustment	6.3					6.2		0.1
Dividend to non-controlling interest	(0.7)							(0.7)
Issuance of warrants	31.6			$ 31.6
Exercise of warrants			0.5	(0.5)
Exercise of warrants, shares		63,741
Share-based compensation	2.5		2.5
Ending Balance at Dec. 31, 2017	(1,557.6)		412.6	31.1	(1,991.7)	(9.5)	(1.1)	1.0
Ending Balance, shares at Dec. 31, 2017		9,157,071
Impact of change in accounting policy at Dec. 31, 2017	1.6				1.6
Adjusted balance, January 1, 2018 at Dec. 31, 2017	(1,556.0)		412.6	31.1	(1,990.1)	(9.5)	(1.1)	1.0
Net income (loss)	303.3				302.1			1.2
Currency translation adjustment	(5.5)					(5.4)		(0.1)
Dividend to non-controlling interest	$ (0.9)							(0.9)
Cancellation of common shares, shares	(66,667)	(66,667)
Share-based compensation	$ 1.7		1.7
Ending Balance at Dec. 31, 2018	$ (1,257.4)		$ 414.3	$ 31.1	$ (1,688.0)	$ (14.9)	$ (1.1)	$ 1.2
Ending Balance, shares at Dec. 31, 2018		9,090,404

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CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Operating Activities
Net income (loss)	$ 303.3	$ (24.4)	$ 16.3
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	48.9	46.8	56.7
Payment-in-kind interest	88.7	41.7
Amortization of debt discount, financing costs and carrying value adjustment	16.0	(0.1)	(31.4)
Provision for accounts receivable loss	0.9	4.8	0.2
Loss (gain) on extinguishment of debt	32.0	(3.5)
Gain on sale of business	(473.1)
Facility exit costs	4.3	1.4	0.8
Share-based compensation	1.7	2.5	3.7
Deferred income taxes	(3.0)	(22.0)	2.4
Net change in assets and liabilities:
Receivables	29.6	(20.9)	(25.6)
Prepaid commissions	(5.6)	(5.8)	3.7
Other current assets	(15.4)	0.8	13.5
Other non-current assets	(23.2)	3.9	(0.6)
Accounts payable and accrued expenses	12.3	(10.8)	(4.4)
Deferred revenue	2.8	(5.4)	(14.4)
Income taxes receivable and payable	(1.1)	(0.2)	(0.3)
Other long-term liabilities	(1.0)	0.2	3.0
Other, net	2.9	(3.4)	2.1
Net cash provided by (used in) operating activities	21.0	5.6	25.7
Investing Activities
Capital expenditures	(32.1)	(38.1)	(34.3)
Acquisition-related payments, net of cash acquired	(5.7)	(0.4)
Proceeds from sale of business, net of cash transferred	517.3
Net cash provided by (used in) investing activities	479.5	(38.5)	(34.3)
Financing Activities
Proceeds from borrowings		1,539.6
Borrowings under revolving credit facility, net	45.0	55.0
Principal payments on borrowings	(507.1)	(1,534.7)	(7.8)
Financing costs	(0.3)	(29.3)
Dividend paid to non-controlling interest	(0.9)	(0.7)	(0.5)
Proceeds from sale of warrants		0.5
Net cash provided by (used in) financing activities	(463.3)	30.4	(8.3)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(2.7)	3.3	(3.9)
Net increase (decrease) in cash, cash equivalents and restricted cash	34.5	0.8	(20.8)
Cash, cash equivalents and restricted cash, beginning of period	64.6	63.8	84.6
Cash, cash equivalents and restricted cash, end of period	99.1	64.6	63.8
Less: cash, cash equivalents and restricted cash of discontinued operations, end of period		(15.2)	(16.7)
Cash, cash equivalents and restricted cash of continuing operations, end of period	99.1	49.4	47.1
Supplemental Disclosure of Cash Flow Information:
Interest payments	128.8	120.1	133.8
Income tax payments, net of refunds	$ 5.2	$ 4.5	$ 4.3

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Basis of Presentation, Business Description and Liquidity

12 Months Ended

Dec. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Basis of Presentation, Business Description and Liquidity

1. BASIS OF PRESENTATION, BUSINESS DESCRIPTION AND LIQUIDITY

Basis of Presentation — On October 17, 2005, Cendant Corporation (“Cendant”) completed the sale of the Cendant Marketing Services Division to Affinion Group, Inc. (“Affinion”), a wholly-owned subsidiary of Affinion Group Holdings, Inc. (the “Company” or “Affinion Holdings”) and an affiliate of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), pursuant to a purchase agreement dated July 26, 2005 for approximately $1.8 billion (the “Apollo Transactions”).

All references to Cendant refer to Cendant Corporation, which changed its name to Avis Budget Group, Inc. in August 2006, and its consolidated subsidiaries, specifically in the context of its business and operations prior to, and in connection with, the Company’s separation from Cendant.

Business Description — The Company develops programs and solutions that motivate and inspire loyalty. Through our proprietary technology platforms and end-to-end customer service capabilities, we design, administer and fulfill loyalty and customer engagement programs and solutions that strengthen and expand the value of relationships for many of the world’s largest and most respected companies. Our programs and solutions include:

• Loyalty solutions that help reward, motivate and retain consumers. We create and manage any and all aspects of our clients’ points-based loyalty programs, including design, platform, analytics, points management and fulfillment. Our loyalty solutions offer relevant, best-in-class rewards (such as travel, gift cards and merchandise) to consumers enabling clients to motivate, retain and thank their best customers. For example, our platform and technology support points-based programs for financial services, automotive, gaming, travel and hospitality companies.

• Customer engagement programs and solutions that address key consumer needs such as greater peace of mind and meaningful savings for everyday purchases. We provide these solutions to leading companies in the financial institution, telecommunications, e-commerce, retail and travel sectors globally. These differentiated programs help our clients enrich their offerings to drive deeper connections with their customers, and to encourage their customers to engage more, stay loyal and generate more revenue for our clients. For example, we develop and manage programs such as identity theft protection, credit monitoring, savings on everyday purchases, concierge services, discount travel services and roadside assistance.

In 2016, we implemented a globalized organizational structure (the “Global Reorganization”) to better support our key strategic initiatives and enhance long-term revenue growth. This organizational structure allows us to combine similar lines of business on common platforms and shared infrastructures on a global basis to drive best practices and efficiencies with meaningful cost savings. In addition, we no longer materially invest in lines of business that we believe are not essential to our long-term growth prospects. We remain committed to our business strategy of pursuing initiatives that maintain and enhance our position as a global leader in loyalty and customer engagement solutions. The implementation of the Global Reorganization marked a major step in our strategic plan and ongoing transformation into a pure-play loyalty solutions company. See Note 19—Segment Informationfor additional information concerning our segment results and Note 6—Intangible Assets and Goodwill for additional information concerning the allocation of goodwill among our operating segments.

We have the following three operating segments:

• Global Loyalty.  This segment consists of all of our loyalty assets globally in which we are a provider of end-to-end loyalty solutions that help clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels.

• Global Customer Engagement.  This segment consists of our customer engagement business, in which we are a leading global solutions provider that delivers a flexible mix of benefits and services for our clients that meet customers’ needs, including products that are designed to help consumers save money and gain peace of mind.

• Legacy Membership and Package.  This segment consists of certain global membership and package programs that are no longer being actively marketed but continue to be serviced and supported and also includes the domestic Package business. This segment includes membership programs that were marketed with many of the Company’s large domestic financial institution partners. Although the Company will continue to service these members, it expects that cash flows and revenues will decrease over time due to the anticipated attrition of the member base in this operating segment.

Liquidity — In accordance with Accounting Standards Codification Topic 205-40, Going Concern, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements are issued. In connection therewith, management evaluated relevant conditions and events known at the date these consolidated financial statements were issued, including the consummation of the 2019 Recapitalization (as defined below) which resulted in, among other effects (i) an approximately $39.3 million reduction in estimated cash interest costs for 2019, (ii) $27.3 million of additional liquidity upon closing, (iii) the elimination of principal amortization payments due on 2019 Term Loans (as defined in the Amended Credit Agreement) through December 31, 2021 and (iv) certain amendments to financial covenant requirements, as well as the impact of the loss of one of the Company’s top five Global Loyalty clients during 2018 and our overall liquidity needs. After consideration of these relevant conditions and events, among others, Management concluded that the 2019 Recapitalization alleviated the substantial doubt regarding the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements were issued that had existed prior to the consummation of the 2019 Recapitalization.

On April 10, 2019, (i) Affinion Holdings and Affinion completed a private offer to exchange (the “2019 Exchange Offer”) its outstanding Senior Cash 12.5% / PIK Step-Up to 15.5% notes due 2022 (the “2017 Notes”) for shares of Affinion Holdings’ Class M common stock, par value $0.01 per share (“Class M Common Stock”), which shares of Class M Common Stock were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger into shares of common stock (“New Common Stock”), par value $0.000001 per share, of Affinion Holdings as the surviving entity, (ii) Affinion entered into the Amended Credit Agreement (as defined below) and (iii) Affinion Holdings and Affinion completed a rights offering (the “2019 Rights Offering”) giving tendering holders of the 2017 Notes and certain holders of Existing Common Stock the right to purchase an aggregate principal amount of $300.0 million of Affinion’s new Senior PIK Notes due 2024 (the “New Notes”) for an aggregate cash purchase price of $300.0 million (collectively, the “2019 Recapitalization”). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes, of which, together with $5.0 million previously held in escrow from the net proceeds of the ABG Sale, $153.0 million was used to pay accrued interest on our Term Loans (as defined within the Existing Credit Agreement) and to repay a portion of our Term Loans, $108.4 million was used to repay amounts outstanding under our Revolving Facility Loans (as defined within the Existing Credit Agreement) under the Existing Credit Agreement, including accrued interest, and $16.3 million was used to pay costs associated with the 2019 Recapitalization.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement  (so amended, the “Amended Credit Agreement”) to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

See Note 22—Subsequent Events for additional information on the 2019 Recapitalization, including entry into the Amended Credit Agreement and the issuance of the New Notes.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights and commercial business relationships. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s consolidated results of operations. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated.

On July 3, 2018, the Company, Affinion Group, LLC, a Delaware limited liability company (the “Seller”) and indirect wholly-owned subsidiary of the Company, and Affinion Benefits Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (“ABG”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AIS Holdco, LLC (the “Purchaser”), an entity controlled by investment funds managed by affiliates of Mill Point Capital Partners, L.P., pursuant to which the Purchaser would acquire the insurance division of the Company by acquiring the outstanding membership interests of ABG as set forth in the Purchase Agreement (the “ABG Sale”).  The ABG Sale represented a strategic shift that will have a major effect on the Company’s operations and financial results, and therefore, is presented as discontinued operations.

Share-Based Compensation

For all share-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as equity awards, the Company recognizes compensation expense based on estimated fair values on the date of grant. For all share-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as liability awards, the Company recognizes compensation expense, based on estimated fair value at each reporting date. The Company recognizes forfeitures as they occur. Compensation expense is recognized ratably over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The requisite service period is generally the vesting period. Stock compensation expense is included in general and administrative expense in the accompanying consolidated statements of comprehensive income (loss).

Revenue Recognition

The Company generates revenues from our clients through our Global Loyalty segment by designing (management, analytics and customer experience) and administering points-based loyalty programs on a platform licensing, fee-for-service basis. The Company typically charges a per-subscriber and/or a per-activity administrative fee to clients for our services. In addition, commissions may be earned from our suppliers and/or a transaction fee from our clients based on volume for enabling or executing transactions such as fees generated from loyalty points related purchases and redemption. In most circumstances, revenue is recognized net of the cost of fulfillment.

The Company generates revenues through our Global Customer Engagement segment in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is a fee-for-service or transactional based model. In the revenue enhancement model, we provide incremental services for our clients to monetize their customer base. We also partner with clients to customize benefits that resonate with their brand and their customers’ needs. In the engagement solutions model, we help clients differentiate their products and build strong customer relations. We also bundle appropriate rewards and benefits along the lifecycle of clients’ customers to create intimate, reciprocal connections that drive purchase decisions, interaction and participation over time.

The Company generates revenues through our Legacy Membership and Package segment for desired customer engagement programs and solutions typically through a licensing and/or per user fee. In other arrangements, we generate revenues though the sale of our value-added subscription-based programs and solutions to the customers of our clients whom we bill on a monthly, quarterly or annual basis.

Impact of New Standard — The adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) affected the Company’s Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments. Within the Global Loyalty segment, the Company has contracts with certain clients that have annual revenue-sharing and tiered pricing components (variable consideration arrangements) based on transaction volumes. Under prior guidance, revenue was recognized as the Company achieved those contractual tiers. Under ASC 606, revenue derived from these revenue-sharing and tiered pricing contracts is recognized based upon an estimate of the Company’s ability to achieve those contractual tiers during each annual measurement period. Based on the Company’s estimates of reaching different contractual tiers, a portion of the estimated annual revenue is deferred to a future period within the annual measurement period as these contract features provide a material right to the Company’s clients. Within the Company’s Global Customer Engagement segment, payments made by our customers for the provision of services were amortized over the length of the contract under prior guidance. Under ASC 606, the Company has reduced its amortization period to include only the non-cancellable period of the contract, though where the cancellation of a contract would be cost prohibitive to the customer, the Company may amortize its revenue beyond the non-cancellable period. Lastly, within the Legacy Membership and Package segment, certain members are entitled to a full membership refund throughout their entire membership term, regardless of when they cancel. Under prior guidance, the Company would defer revenue recognition for these members until their term is complete. Under ASC 606, revenue is recognized over time in a manner that reflects the timing of transfer of goods and services to these customers.

Performance Obligations — Within the Global Loyalty segment, we provide end-to-end loyalty solutions that help our clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels. For our fulfillment and redemption services, our clients typically pay us on a cost-per-transaction basis for which we recognize revenue at a point in time as a transaction occurs. For our administrative services, our clients typically pay a fixed fee for which we recognize revenue over time as the services rendered are consistent throughout the performance period. The different services we provide are a single performance obligation covering a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Hence, we have determined that the nature of our promise is to provide one overall end-to-end loyalty service and, as such, each day of service is substantially the same. Accordingly, revenue is recognized ratably over time.

For our travel and gift card fulfillment services we typically act as an agent, as our performance obligation is to ensure the transfer of goods or services on behalf of our clients. Under these arrangements, we earn revenue in the form of commissions. We are required to estimate variable consideration for any contracts with our clients that have revenue-sharing or tiered pricing components related to transaction volumes. In these cases, we defer recognizing a portion of our revenue to a future period as these contract features provide a material right to our clients in the form of an accumulating benefit. In deriving our estimates, we consider client-specific historical trends, the economic environment, industry trends and other objective evidence to support our conclusions. As a significant change in one or more of these estimates could affect the amount of revenue we recognize in a given period, we review and update our contract-related estimates each reporting period and recognize any adjustments in estimated profit on contracts utilizing the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified.

In addition, certain clients may receive credits, which are also accounted for as variable consideration and as a reduction in the transaction price. We estimate these credit amounts as of each reporting date based on the expected amount to be provided to these clients and the revenue recognized over the subscription period is appropriately constrained to reflect the expectation that the client will utilize the credit.

Our Global Customer Engagement segment and our Legacy Membership and Package segment are each categorized in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is primarily a fee-for-service based model. For revenue enhancement, we typically require payment of a subscription fee at the beginning of the term, recognizing revenue ratably over time as we provide leisure and protection services to our members. For engagement solutions, we work with our clients to develop leisure and protection programs that will resonate with their customers. For these arrangements, we typically recognize revenue at a point in time as a transaction occurs or on a per-member basis. As part of their benefit package, certain members may receive a cash back benefit to reward them for using our services. We consider this cash back benefit a form of consideration payable to the customer and, as such, account for that payment as a reduction of the transaction price and, therefore, revenue. Within engagement solutions, we also provide administrative support services to certain clients for a fixed fee and recognize this revenue over time, as these services are rendered consistently throughout the performance period. In addition, in some cases, we charge implementation fees to our clients for establishing new programs. We amortize these fees over time, based on the non-cancellable portion of the contract using a systematic basis consistent with the pattern of the transfer of the service. However, if cancellation of a contract is deemed to be cost prohibitive to the client, we may extend amortization into the cancellable period of the contract. For engagement solutions revenue, each contract is evaluated to determine whether we act as principal or agent. In cases where we control the good or service before it is provided to the customer or are the primary party responsible for fulfilling the contract and maintain a degree of inventory risk and pricing discretion, we record revenue on a gross basis.    

Transaction Price Allocated to Remaining Performance Obligations — Within the Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments, we have contracts with different maturity dates for which we receive variable consideration based on volumes that we transact related to the services we render. These services include travel, gift card and benefit fulfillment and contact center servicing which typically result in revenue recognition upon occurrence of the transaction. Where these contracts provide a material right to our clients in the form of an accumulating benefit, we defer recognizing a portion of this revenue to a future period. Where future variable consideration results from a wholly unsatisfied service that forms part of a single performance obligation, we have elected, as a practical expedient, to not disclose the value of the remaining performance obligations associated with these contracts, as they have a duration of one year or less.

Costs to Obtain and Fulfill a Contract — Within each of our reportable segments, we may incur costs in obtaining a contract, which typically consist of sales commissions. To the extent these costs are deemed material and meet the criteria for capitalization, we capitalize them. Within the Global Loyalty segment, we pay commissions to internal salespeople which we generally expense as incurred because these expenses do not have a material impact on our financial statements. Within the Global Customer Engagement and Legacy Membership and Package segments, we occasionally pay advance commissions to our partners, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. These commission costs are capitalized as prepaid commissions and recognized as expense as earned down by the partner. These assets are continually monitored for impairment.

Within the Global Loyalty segment, we incur costs to fulfill a contract. Such costs are typically incurred during the implementation phase of a new contract with a client. To the extent these costs are deemed material and meet the criteria for capitalization, we capitalize and amortize the costs over the term of the contract on a systematic basis consistent with the pattern of the transfer of goods or services to the customer. These assets are continually monitored for impairment. Within the Global Customer Engagement and Legacy Membership and Package segments, we do not incur costs to fulfill contracts.

Marketing Expense

Global Customer Engagement — Marketing expense to acquire new members is recognized when incurred, which is generally prior to both the commencement of the trial period and recognition of revenue for membership programs.

Commissions Expense

Global Customer Engagementand Legacy Membership and Package — Membership commissions represent payments to partners, which are generally based on a percentage of revenue from the marketing of programs to such partners’ customers. Commissions are generally paid for each initial and renewal membership following the collection of membership fees from the customer. These commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and are recognized as expense over the applicable membership period in the same manner as the related retail membership revenue is recognized. In certain marketing arrangements, the Company pays an advance commission to the partner, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. These commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and recognized as expense as earned down by the partner. In other arrangements, the Company pays an upfront payment, called a bounty, to the partner and the partner is not entitled to any additional compensation based on initial and renewal membership. Bounties are recognized as expense when incurred.

Operating Costs

Operating costs represent the costs associated with servicing our members and end-customers. These costs include product fulfillment costs, communication costs with members and end-customers, information technology and payroll, telecommunications and facility costs attributable to operations responsible for servicing our members and end-customers.

Income Taxes

Income taxes are presented in the consolidated financial statements using the asset and liability approach. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statements and income tax bases of assets and liabilities using currently enacted tax rates. Deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the income tax provision, while increases to the valuation allowance result in additional income tax provision. The realization of deferred tax assets is primarily dependent on estimated future taxable income. As of December 31, 2018 and 2017, the Company has recorded a full valuation allowance for its U.S. federal net deferred tax assets. As of December 31, 2018 and 2017, the Company has also recorded valuation allowances against the deferred tax assets of certain state and foreign tax jurisdictions.

The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.

The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted into law. The TCJA significantly revises the U.S. corporate income tax laws by, among other things, lowering the corporate income tax rate to 21%, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the “transition tax”). The U.S. federal income tax rate reduction was effective as of January 1, 2018. The Company has elected to account for GILTI (global intangible low-taxed income), as a period cost if and when incurred. The Company recorded provisional amounts related to the TCJA for the remeasurement of deferred taxes and the transition tax for the year ended December 31, 2017. During 2018, and prior to December 22, 2018, the Company finalized and completed its accounting associated with the TCJA with no subsequent adjustments to provisional amounts previously recorded.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted cash amounts relate primarily to collateral on certain bonds and letters of credit issued on the Company’s behalf and amounts held in escrow. The Company’s restricted cash amounts presented in current assets held for sale on the consolidated balance sheet as of December 31, 2017 relate primarily to insurance premiums collected from members that are held pending remittance to third-party insurance carriers. These amounts are not available for general operations under state insurance laws or under the terms of the agreements with the carriers that underwrite and issue insurance policies to the members.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements and computer equipment acquired under capital leases is determined using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. Useful lives are from 5 to 15 years for leasehold improvements, from 3 to 5 years for capitalized software, from 3 to 5 years for computer equipment and from 5 to 7 years for furniture, fixtures and equipment.

Internally-Developed Software

The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use.

Goodwill and Identifiable Intangible Assets

Goodwill represents the excess of the cost of an acquired entity over the net of the fair value of assets acquired and liabilities assumed. Goodwill has been assigned to the Company’s reporting units and is tested for impairment at least annually. The Company evaluates the recoverability of the carrying value of each reporting unit’s goodwill as of December 1, or whenever events or circumstances indicate that an impairment may have occurred. Goodwill is tested for impairment by comparing the carrying value of each reporting unit to its fair value. The Company determines the fair value of its reporting units utilizing a combination of the income and market approaches and incorporating assumptions that it believes marketplace participants would utilize. If the carrying amount of the reporting unit is greater than its fair value, a comparison of the reporting unit’s implied goodwill is compared to the carrying amount of the goodwill to determine the amount of the impairment, if any. Any impairment is recognized in earnings in the period in which the impairment is determined.

During the fourth quarter of 2018, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 10.0% to 11.0%. In 2018, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount. If the timing or extent of key assumptions and estimates differs significantly from management’s expectations, the Company will reassess its conclusion.

During the fourth quarter of 2017, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 9.5% to 11.0%. In 2017, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount.

Indefinite-lived intangible assets, if any, are tested for impairment annually, or sooner if events occur or circumstances change. An indefinite-lived intangible asset is tested for impairment by comparing its fair value to its carrying amount and, if the carrying amount is greater than the fair value, recognizing an impairment loss for the excess.

The Company’s intangible assets as of December 31, 2018 and 2017 consist of assets with finite useful lives initially recorded at their respective fair values. Finite-lived intangible assets are amortized as follows:

Intangible Asset	Amortization Method	Estimated Useful Lives
Member relationships	Declining balance	5 – 8 years
Affinity relationships	Declining balance, straight line	1 – 14 years
Proprietary databases and systems	Straight line	3 – 10 years
Trademarks and tradenames	Straight line	5 – 15 years
Patents and technology	Declining balance, straight line	5 – 12 years
Covenants not-to-compete	Straight line	Contract life

Impairment of Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of its long-lived assets when events and circumstances indicate that the carrying value of an asset may not be recoverable. For long-lived assets held and used by the Company, an impairment loss is recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an asset is determined to be impaired, the loss is measured based on the difference between the fair value of the long-lived asset and its carrying amount.

Foreign Currency Translation

Assets and liabilities of foreign operations whose functional currency is the local currency are translated at exchange rates as of the balance sheet dates. Revenues and expenses of such local functional currency foreign operations are translated at average exchange rates during the periods presented. Translation adjustments resulting from the process of translating the functional currency foreign operation financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the consolidated statements of comprehensive income (loss). Foreign local currency gains and losses relating to non-operational transactions are included in other expense, net. Foreign currency gains and losses relating to operations are included in general and administrative expense.

Contingencies

Contingencies by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss, if any. The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for profit-sharing receivables from insurance carriers, accruals and income tax valuation allowances, evaluation of going concern assessment, litigation accruals, the estimated fair value of share-based compensation, estimated fair values of assets and liabilities acquired in business combinations and estimated fair values of financial instruments.

Concentration of Risk

The Company generally derives a substantial portion of its net revenues from customers of 10 of the Company’s clients. For the years ended December 31, 2018, 2017 and 2016, the Company derived approximately 42.5%, 42.3% and 39.2%, respectively, of its net revenues from customers through marketing and servicing agreements with these 10 clients. For the years ended December 31, 2018, 2017 and 2016, the Company derived approximately 14.8%, 14.6% and 11.7%, respectively of its net revenues from its largest client and its customers. Many of these key client relationships are governed by agreements that may be terminated without cause by the clients upon notice of as few as 90 days without penalty. Some of these agreements may be terminated by the Company’s clients upon notice of as few as 30 days without penalty. Moreover, under many of these agreements, the clients may cease or reduce their marketing of the Company’s services without terminating or breaching agreements with the Company. A loss of key clients, a cessation or reduction in their marketing of the Company’s services, or a decline in their businesses could have a material adverse effect on the Company’s future revenue.

Allowance for Doubtful Accounts

A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016 is as follows:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Balance, beginning of period	$	7.5		$	3.0		$	3.0
Provision, net of recoveries		0.7			4.8			0.2
Write-offs		(0.6	)		(0.3	)		(0.2	)
Balance, end of period	$	7.6		$	7.5		$	3.0

Supplemental Disclosure of Cash Flow Information

At December 31, 2018, the Company had an accrual for the acquisition of property and equipment of $0.7 million and increased long-term debt by $86.2 million in connection with payment-in-kind interest.

In connection with the debt restructuring that was consummated in May 2017, the Company exchanged notes with an aggregate principal amount of $286.3 million plus accrued interest of $9.0 million, issuing (1) new notes with an aggregate principal amount of $321.1 million, including $25.8 million issued in connection with commitment and funding premiums, and (2) warrants to acquire shares of the Company’s common stock valued at $7.7 million, including $0.6 million issued in connection with commitment and funding premiums. During the year ended December 31, 2017, the Company increased long-term debt by $41.7 million in connection with payment-in-kind interest. During 2017, the Company entered into a capital lease, acquiring property and equipment with a fair value of $1.1 million. At December 31, 2017, the Company had an accrual for the acquisition of property and equipment of $1.3 million.

At December 31, 2016, the Company had an accrual for the acquisition of property and equipment of $1.6 million.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to revenue recognition. The new standard, ASC 606, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The fundamental principles of the guidance are that entities should recognize revenue in a manner that reflects the timing of transfer of goods and services to customers and the amount of revenue recognized reflects the consideration that an entity expects to receive for the goods and services provided. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). We adopted the new guidance effective January 1, 2018 using the modified retrospective method, focusing on contracts not yet completed as of December 31, 2017. We recognized the cumulative effect of applying ASC 606 as of January 1, 2018 as an adjustment to the opening balance of accumulated deficit. The comparative information for the years ended December 31, 2017 and 2016 has not been restated and continues to be reported under the accounting standards in effect for those periods. As required by ASC 606, results for the year ended December 31, 2018 includes dual reporting, presenting operating results under both the previous and current standards. See Note 3—Revenues for additional information relating to the adoption of ASC 606 and its impact on the Company.

In February 2016, the FASB issued new accounting guidance related to leases. The new standard, Accounting Standards Codification Topic 842, Leases (“ASC 842”) requires lessees to recognize right-of-use assets and lease liabilities for operating leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and elected to apply each of the practical expedients described in ASC 842-10-65-1(f) that allow the Company, among other things, to not reassess lease classification conclusions or initial direct cost accounting as of December 31, 2018. We continue to finalize our implementation efforts and currently estimate that the adoption of ASC 842 will result in recognition of an initial operating lease right-of-use asset of approximately $37.7 million to $41.5 million and a corresponding operating lease liability of approximately $52.7 million to $58.0 million. The new standard is not expected to have a material impact on the Company’s consolidated statements of comprehensive income (loss) or cash flows. As of January 1, 2019, we implemented changes to our business processes and controls related to accounting for and the presentation and disclosure of leases.  

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, or ASU 2016-15, which addresses eight specific cash flow issues, including presentation of debt prepayments or debt extinguishment costs, with the objective of reducing the existing diversity in practice. The adoption of ASU 2016-15 by the Company as of January 1, 2018 did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which requires an entity’s reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amounts generally described as restricted cash and restricted cash equivalents. The adoption of ASU 2016-18 by the Company as of January 1, 2018 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The consolidated statement of cash flows for the year ended December 31, 2017 was revised to exclude the $1.4 million and $0.6 million change in restricted cash from net cash provided by operating activities and net cash used in investing activities, respectively, and to include $26.1 million and $24.8 million in cash, cash equivalents and restricted cash, beginning of period and cash, cash equivalents and restricted cash, end of period, respectively. The consolidated statement of cash flows for the year ended December 31, 2016 was revised to exclude the $(0.1) million and $1.8 million change in restricted cash from net cash provided by operating activities and net cash used in investing activities, respectively, and to include $29.2 million and $26.1 million in cash, cash equivalents and restricted cash, beginning of period and cash, cash equivalents and restricted cash, end of period, respectively.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, ASU 2017-04 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an impairment charge, if triggered, is calculated as the difference between a reporting unit’s carrying value and fair value, but is limited to the carrying value of the goodwill. Current guidance, however, requires an impairment charge to be calculated as the excess of the carrying value of goodwill over its implied fair value. The new guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. When adopted, the new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued Accounting Standards Update No. 2018-15, or ASU 2018-15, to help entities evaluate the accounting for costs of implementation activities incurred in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the requirements for deferring implementation costs incurred in a cloud computing arrangement that is a service contract with those incurred to develop or obtain internal-use software. ASU 2018-15 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of ASU 2018-15 on the Company’s consolidated financial position, results of operations and cash flows.

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Revenues

12 Months Ended

Dec. 31, 2018

Revenue From Contract With Customer [Abstract]

Revenues

3. REVENUES

Impact of New Standard

The cumulative effect of the changes made to the Company’s unaudited condensed consolidated balance sheet as of January 1, 2018 to reflect the adoption of ASC 606 was as follows:

	Balance at			Adjustments Due to			Balance at
	December 31, 2017			Adoption of ASC 606			January 1, 2018
	(in millions)
Balance Sheet
Liabilities
Deferred revenue	$	39.3		$	(1.6	)	$	37.7
Equity
Accumulated deficit		(1,991.7	)		1.6			(1,990.1	)

The impact of adoption was not material to the Company’s consolidated statement of comprehensive income (loss) for the year ended December 31, 2018 or to the consolidated balance sheet as of December 31, 2018.

Disaggregated Revenues  

The following table represents a disaggregation of revenue from contracts with customers for the years ended December 31, 2018 and 2017, along with the reportable segment for each category:

	For the Year Ended December 31,
	2018		2017 (a)		2016 (a)
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	167.0
Global Customer Engagement:
Revenue Enhancements		261.5		255.3		268.3
Engagement Solutions		99.6		104.0		118.0
Subtotal		600.4		584.4		553.3
Legacy Membership and Package		99.4		139.7		189.8
Eliminations		—		—		(1.1	)
Total	$	699.8	$	724.1	$	742.0

(a) Prior period amounts have not been adjusted under the modified retrospective adoption method.

Transaction Price Allocated to Remaining Performance Obligations

As of December 31, 2018, the Company has remaining performance obligations under fixed consideration arrangements of $0.3 million in 2019, $0.3 million in 2020 and $0.1 million in 2021, for a total of $0.7 million, all of which relate to the Global Customer Engagement Segment.      

Costs to Obtain and Fulfill a Contract  

Within the Global Loyalty segment, we pay commissions to internal salespeople which we generally expense as incurred because these expenses do not have a material impact on our financial statements. Within the Global Customer Engagement and Legacy Membership and Package segments, we occasionally pay advance commissions to our partners, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. We had a balance of $55.1 million in prepaid commissions as of December 31, 2018 and recognized $56.8 million of amortization for the year ended December 31, 2018.

Within the Global Loyalty segment, we incur costs to fulfill a contract. Such costs are typically incurred during the implementation phase of a new contract with a client. We had a balance of $1.4 million in deferred costs as of December 31, 2018 and recognized $0.5 million of amortization for the year ended December 31, 2018.

Contract Assets and Liabilities

The following table reflects the balances of our contract liabilities, which we classify as deferred revenue, as of December 31, 2018 and 2017:

	December 31,
	2018		2017 (a)
	(in millions)
Deferred revenue - current	$	29.7	$	35.2
Deferred revenue - non-current		3.2		4.1
Total	$	32.9	$	39.3

(a) Prior period amounts have not been adjusted under the modified retrospective adoption method.

The change in the total contract liabilities balances from December 31, 2017 to December 31, 2018 of $6.4 million, or 16.3%, is primarily due to the recognition of revenue arising from the satisfaction of performance obligations, partially offset by additional contract liabilities related to performance obligations that arose during the reporting period.

Discontinued Operations

Within the insurance solutions business and prior to the ABG Sale (as defined below), we acted as a third-party agent, administrator and marketer of certain accident and life insurance solutions. We earned revenue ratably over time in the form of commissions from insurance carriers based on premiums collected. We believe that our clients simultaneously received and consumed the benefits of our service as it occurred and that a time-based input measure of progress was appropriate because we expected, on the basis of our relevant history with similar contracts, to expend efforts on a generally even basis throughout the contract term. We also acted as an agent in arrangements where our performance obligation ensured the transfer of goods or services on behalf of our clients and where we had no pricing discretion.

The adoption of ASC 606 did not affect the operating results of the insurance solutions business for the year ended December 31, 2018. Within the insurance solutions business, there were no performance obligations that had a duration of more than one year or costs to obtain or fulfill a contract.

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Discontinued Operations

12 Months Ended

Dec. 31, 2018

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

4. DISCONTINUED OPERATIONS

On August 15, 2018, the Seller completed the ABG Sale pursuant to the Purchase Agreement. The consideration paid by the Purchaser, subject to a working capital adjustment as set forth in the Purchase Agreement, and the net gain recognized in connection with the ABG Sale was as follows:

	(in millions)
Cash received	$	542.5
Net assets sold		(58.9	)
Direct costs to sell		(10.5	)
Gain on sale of business before income taxes	$	473.1

Immediately following the closing of the ABG Sale, the Company repaid $466.7 million principal amount of long-term debt plus an associated repayment premium of $14.0 million under the 2017 Credit Facility. Repayment premiums paid are included in Principal payments on borrowings on the consolidated statement of cash flows for the year ended December 31, 2018. See Note 10—Long-Term Debt for more information on the 2017 Credit Facility and amendments thereto.

The Purchase Agreement contained customary representations, warranties and covenants, including a covenant that Affinion will not compete with the business of ABG for a period of five years. The Purchaser also agreed not to compete with certain businesses of Affinion and Seller for five years. The Purchase Agreement also contained mutual indemnification for breaches of representations and warranties and failure to perform covenants or obligations contained in the Purchase Agreement, subject to certain limitations, as well as indemnities related to taxes. As contemplated by the Purchase Agreement, the Company, Seller and certain of the Seller’s affiliates entered into related transition services agreements, whereby the Company will provide various services to the Purchaser, including but not limited to, certain general and administrative activities and the Purchaser or ABG will provide various services to the Company and its affiliates, including, but not limited to, certain data support and insurance services. The transition services agreements are not expected to have a material effect on the Company’s consolidated statements of comprehensive income (loss).

The parties to the Purchase Agreement also executed certain separate and distinct long-term arrangements related to information technology support, call center operation and packaging services, to be provided for five years. The effect of providing the services in the long-term arrangements from August 15, 2018 through December 31, 2018 totaled $0.8 million of net expenses and is recorded in Other income (expense), net on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2018.    

The following table includes the carrying amounts of assets and liabilities that have been reclassified from their historical balance sheet presentation to current and non-current assets and liabilities held for sale as of December 31, 2017.

	December 31,
	2017
	(in millions)
Cash and cash equivalents	$	0.3
Restricted cash		14.9
Receivables		2.2
Profit-sharing receivables from insurance carriers		21.3
Prepaid commissions		7.2
Other current assets		0.1
Current assets held for sale	$	46.0
Property and equipment, net	$	4.9
Contract rights and list fees, net		18.8
Goodwill		58.3
Other non-current assets		1.3
Non-current assets held for sale	$	83.3
Accounts payable and accrued expenses	$	32.8
Deferred revenue		16.3
Current liabilities held for sale	$	49.1
Other long-term liabilities	$	7.6
Non-current liabilities held for sale	$	7.6

The following table includes the major financial statement line items that comprise income from discontinued operations, net of tax for the years ended December 31, 2018, 2017 and 2016.

	For the Year Ended December 31,
	2018 (a)			2017			2016
Operations	(in millions)
Net revenues	$	127.3		$	229.0		$	227.4
Expenses:
Cost of revenues, exclusive of depreciation and    amortization shown separately below:
Marketing and commissions		78.8			134.7			134.9
Operating costs		6.3			9.8			8.8
General and administrative		5.5			8.0			6.9
Facility exit costs		—			0.5			(0.3	)
Depreciation and amortization		0.7			1.5			1.4
Total expenses		91.3			154.5			151.7
Income from operations		36.0			74.5			75.7
Interest expense		(31.2	)		(43.7	)		(35.1	)
Income from discontinued operations before income taxes		4.8			30.8			40.6
Income tax provision		—			(9.3	)		(4.0	)
Income from discontinued operations, net of tax		4.8			21.5			36.6
Disposal
Gain on sale of business before income taxes		473.1			—			—
Income tax provision		(30.1	)		—			—
Gain on sale of business, net of tax		443.0			—			—
Income from discontinued operations, net of tax	$	447.8		$	21.5		$	36.6

(a) Includes operating results through August 15, 2018, the date the Company completed the ABG Sale.

The operating results reflected above do not fully represent the disposal group’s historical operating results, as the results reported within income (loss) from discontinued operations only include expenses that are directly attributable to the disposal group. The allocation of interest to the discontinued operations is based on the specific debt instrument that is required to be repaid as a result of the disposal transaction and is calculated based on the $466.7 million of debt repaid immediately following the closing of the ABG Sale.

The following table provides additional detail related to the net cash provided by (used in) operating and investing activities of the discontinued operations for the years ended December 31, 2018, 2017 and 2016:

	For the Year Ended December 31,
	2018 (a)			2017			2016
	(in millions)
Net cash flows provided by operating activities	$	11.7		$	0.3		$	1.3
Cash flows used in investing activities:
Capital expenditures	$	(1.7	)	$	(1.5	)	$	(1.4	)

(a) Includes cash flows through August 15, 2018, the date the Company completed the ABG Sale.

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Acquisition

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Acquisition

5. ACQUISITION

On February 8, 2018, the Company entered into a definitive agreement to acquire 100% of the equity capital of one of its top technology partners, Tavisca Solutions Private Limited (“Tavisca”), a leading provider of innovative technology to the travel industry. Tavisca is headquartered in Pune, India, with a U.S. office in Plano, Texas. The acquisition closed at a purchase price of $8.5 million, comprised of $6.5 million paid at closing and the balance of $2.0 million, with an acquisition date fair value of $1.7 million, to be paid on the first anniversary of the closing date. In addition, the Company may make certain additional payments of up to $13.0 million, with an acquisition date fair value of $9.6 million, based on a discounted cash flow model using a 14.4% discount rate. The amount of additional payments to be paid is dependent on Tavisca achieving certain agreed cost of operations targets for each of the three annual periods following the acquisition date. The additional payments are included in accounts payable and accrued expenses and other long-term liabilities on the consolidated balance sheet as of December 31, 2018, are measured at fair value on a recurring basis and are considered Level 3 financial instruments.

The acquisition of Tavisca is expected to strengthen and expand the Global Loyalty segment’s loyalty platform capabilities to help our clients improve program efficiency, customer loyalty, and customer lifetime value.

The following table summarizes the estimated acquisition date fair values of the assets acquired and liabilities assumed in the Tavisca transaction. The acquisition date fair value of acquired assets and assumed liabilities was as follows:

	Amount
	(in millions)
Cash and cash equivalents	$	0.8
Receivables		0.6
Other current assets		1.2
Property and equipment		0.1
Goodwill		11.3
Other intangibles		5.2
Other non-current assets		0.6
Deferred income taxes		(1.6	)
Other long-term liabilities		(0.4	)
Total consideration	$	17.8

The intangible assets assumed are comprised of patents and technology ($4.6 million) and affinity relationships ($0.6 million), which are amortized on a straight-line basis over useful lives of two years and one year, respectively. The goodwill, which will not be deductible for India income tax purposes, is attributed to the Global Loyalty segment. In connection with the acquisition of Tavisca, the Company incurred $1.5 million of acquisition costs, of which $1.1 million and $0.4 million were recognized for the years ended December 31, 2018 and 2017, respectively. Acquisition costs are included in general and administrative expense on the consolidated statements of comprehensive income (loss). As Tavisca’s pre-acquisition results of operations are not material to the consolidated financial statements, no pro forma financial information is provided. As Tavisca’s post-acquisition results of operations are not material to the consolidated financial statements, the post-acquisition revenue and earnings of Tavisca are not provided.

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Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

6. INTANGIBLE ASSETS AND GOODWILL

Intangible assets consisted of:

	December 31, 2018							December 31, 2017
	Gross Carrying		Accumulated			Net Carrying		Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(in millions)
Amortizable intangible assets:
Member relationships	$	585.5	$	(584.3	)	$	1.2	$	636.1	$	(634.4	)	$	1.7
Affinity relationships		585.9		(564.6	)		21.3		590.5		(564.1	)		26.4
Proprietary databases and    systems		45.7		(44.9	)		0.8		45.8		(44.6	)		1.2
Trademarks and tradenames		26.5		(23.7	)		2.8		27.9		(23.4	)		4.5
Patents and technology		52.2		(49.7	)		2.5		47.7		(47.6	)		0.1
Covenants not to compete		1.3		(1.3	)		—		2.5		(2.4	)		0.1
	$	1,297.1	$	(1,268.5	)	$	28.6	$	1,350.5	$	(1,316.5	)	$	34.0

During 2018 and 2017, foreign currency translation resulted in a decrease of $8.6 million and an increase of $14.3 million, respectively, in the gross carrying amount of intangible assets and a decrease of $7.9 million and an increase of $14.2 million, respectively, in accumulated amortization.

Amortization expense relating to intangible assets was as follows:

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Amortizable intangible assets:
Member relationships	$	0.4	$	0.6	$	1.4
Affinity relationships		5.5		5.6		8.6
Proprietary databases and systems		0.4		0.4		0.4
Trademarks and tradenames		1.4		1.4		1.3
Patents and technology		2.1		0.1		1.0
Covenants not to compete		0.1		0.1		0.1
	$	9.9	$	8.2	$	12.8

Based on the Company’s amortizable intangible assets as of December 31, 2018, the Company expects the related amortization expense for fiscal year 2019 and the four succeeding fiscal years to be approximately $8.5 million in 2019, $5.7 million in 2020, $3.7 million in 2021, $3.4 million in 2022 and $2.9 million in 2023.

At December 31, 2018 and 2017, and January 1, 2017, the Company had gross goodwill of $602.4 million, $595.4 million and $588.9 million, respectively, and accumulated impairment losses of $429.0 million at each date. The accumulated impairment losses represent the $15.5 million impairment loss recognized in 2006 impairing all of the goodwill assigned to the Global Loyalty segment related to the Apollo Transactions, the $31.5 million impairment loss recognized in 2012 impairing all of the goodwill assigned in connection with the acquisition of Prospectiv Direct, Inc. included in the Legacy Membership and Package segment and the $292.4 million and the $89.6 million impairment losses recognized in 2014 and 2015, respectively, impairing all of the goodwill included in the Legacy Membership and Package segment.

The changes in the Company’s carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows:

	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Total
Balance at January 1, 2017	$	104.8		$	55.1		$	—	$	159.9
Currency translation		1.1			5.4			—		6.5
Balance at December 31, 2017	$	105.9		$	60.5		$	—	$	166.4
Acquisition		11.3			—			—		11.3
Currency translation		(0.4	)		(3.9	)		—		(4.3	)
Balance at December 31, 2018	$	116.8		$	56.6		$	—	$	173.4

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Other Current Assets

12 Months Ended

Dec. 31, 2018

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Current Assets

7. OTHER CURRENT ASSETS

Other current assets consisted of:  

	December 31,
	2018		2017
	(in millions)
Gift card inventory	$	23.7	$	17.2
Prepaid credit card charges		33.6		15.3
Other receivables		11.1		10.6
Prepaid information technology costs		6.2		6.4
Other		17.0		20.1
Total	$	91.6	$	69.6

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Property and Equipment, Net

8. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:  

	December 31,
	2018			2017
	(in millions)
Leasehold improvements	$	20.4		$	21.2
Capitalized software		353.0			320.0
Computer equipment ($3.5 million and $3.2 million in 2018    and 2017, respectively, under capital leases)		74.6			75.3
Furniture, fixtures and equipment		23.4			18.8
Projects in progress		16.9			32.8
		488.3			468.1
Less: Accumulated depreciation		(396.4	)		(364.6	)
Total	$	91.9		$	103.5

Depreciation expense on property and equipment, including assets acquired under capital leases, totaled $38.3 million, $37.1 million and $42.4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2018

Payables And Accruals [Abstract]

Accounts Payable and Accrued Expenses

9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of:

	December 31,
	2018		2017
	(in millions)
Accounts payable	$	69.7	$	83.6
Accrued payroll and related costs		46.7		30.7
Gift card deposits		46.6		32.7
Accrued interest		25.8		30.3
Accrued product costs		18.1		18.3
Accrued legal and professional fees and loss contingency accruals		14.5		13.2
Accrued revenue sharing payable		7.0		23.4
Other		62.9		60.5
Total	$	291.3	$	292.7

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Long-Term Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Long-Term Debt

10. LONG-TERM DEBT

Long-term debt consisted of:

	December31,			December31,
	2018			2017
	(in millions)
Term loan due 2022, net of unamortized discount of $12.0 million and     $29.2 million, with an effective interest rate of 10.01%	$	825.4		$	1,300.8
Revolving credit facility, expiring in 2022, net of unamortized     discount of $1.8 million and $2.4 million		98.2			52.6
Senior cash 12.5%/ PIK step-up to 15.5% notes due 2022, net of     unamortized discount of $18.1 million and $22.9 million, with an effective     interest rate of 16.20%		663.4			572.4
Capital lease obligations		0.9			1.1
Total debt		1,587.9			1,926.9
Less: current portion of long-term debt		(13.8	)		(13.9	)
Less: unamortized deferred financing costs		(14.9	)		(25.7	)
Long-term debt	$	1,559.2		$	1,887.3

2018 Financing Transactions

On November 14, 2018, Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (“Metro SPV”), affiliates of Elliott Management Corporation (“Elliott”), affiliates of Empyrean Capital Partners, LP (“Empyrean”) and Jefferies, LLC (“Jefferies” with Metro SPV, Elliott, Empyrean and Jefferies collectively, the “Second Lien Commitment Parties”) delivered a commitment letter (the “Second Lien Commitment Letter”) to Affinion and Affinion Holdings. Pursuant to the Second Lien Commitment Letter, the Second Lien Commitment Parties have committed to provide revolving loans to Affinion under a revolving credit facility (the “Second Lien Facility”) in the original principal amount of approximately $20.5 million (the “Commitment Financing”), which amount may be increased, on or before June 30, 2019 at the option of Affinion and subject to the consent of the Second Lien Commitment Parties, by an amount of up to approximately $17.0 million (the “Incremental Financing” and, together with the Commitment Financing, the “Second Lien Facility Financing”), subject to the terms and conditions set forth in the Second Lien Commitment Letter. Pursuant to the Second Lien Commitment Letter, on the closing date of the Second Lien Facility  the Second Lien Commitment Parties will be paid an upfront closing fee in an amount equal to 12% of the amount of the Commitment Financing (which at Affinion’s option, may be paid in the form of original issue discount). The Second Lien Commitment Parties will also be entitled to be paid the closing fee upon an Incremental Financing if consummated within a certain time period.

Certain of the Second Lien Commitment Parties owned more than 5.0% of the outstanding common stock of Affinion Holdings. Accordingly, as a condition to Affinion and Affinion Holdings entering into the Second Lien Facility and other documents relating to the Second Lien Facility, such transactions with 5.0% or more holders of common stock must be approved by holders of at least 66-2/3% of the outstanding common stock of Affinion Holdings pursuant to the terms of the shareholders agreement between Affinion Holdings and the stockholders party thereto, dated as of November 9, 2015, as amended (the “Shareholders Agreement”). On November 14, 2018, in connection with the Second Lien Commitment Letter, certain stockholders representing greater than 66-2/3% of Affinion Holdings’ common stock had delivered a written consent (the “November 2018 Supermajority Stockholder Consent”) approving the transactions contemplated by the Second Lien Commitment Letter. Pursuant to Regulation 14C under the Exchange Act and Section 228(e) of the Delaware General Corporation Law, on November 26, 2018, Affinion Holdings filed a definitive information statement on Schedule 14C (the “Information Statement”) to provide notice of the entry into the November 2018 Supermajority Stockholder Consent.

Pursuant to the Second Lien Commitment Letter, if funded, the Second Lien Facility will be secured on a second lien basis on the same collateral that secures the 2017 Credit Facility and will be guaranteed by Affinion Holdings and each subsidiary of Affinion that guarantees the 2017 Credit Facility. The Second Lien Facility will mature 91 days after the maturity date of the 2017 Credit Facility, but prior to the maturity of the 2017 Notes. The Second Lien Facility will contain substantially the same representations and warranties, covenants and events of default as those in the 2017 Credit Facility, subject to certain exceptions.

Interest will be payable on the Second Lien Facility at the rate of 12.00% per annum payable in kind. Each of the Second Lien Commitment Parties have agreed to provide the Second Lien Facility contemplated by the Second Lien Credit Facility Commitment; provided that, the Second Lien Commitment Parties have agreed that upon consummation of the 2019 Rights Offering (as defined below), the Second Lien Commitment Parties will be entitled to (i) a repayment in cash equal to the actual amount funded in cash by such Second Lien Commitment Party under the Second Lien Facility, the amount of all interest actually paid in kind, accrued and unpaid interest, and the amount of all customary indemnity and expense reimbursement obligations due under the documentation for the Second Lien Facility, (ii) a repayment of amounts equal to the Closing Fee (as defined in the Second Lien Commitment Letter) in the form of New Notes (as defined below), (iii) a repayment of amounts equal to the Early Termination Fee (as defined in the Second Lien Commitment Letter) in the form of New Notes and (iv) the payment of any other fees, premiums or amounts (if any) owing to the Second Lien Commitment Parties under the Second Lien Facility in the form of New Notes (the repayment provisions specified in clauses (i) – (iv) collectively referred to as the “Satisfaction and Discharge”).

The Company had the right, but not the obligation, to enter into the Second Lien Facility prior to the closing of the 2019 Recapitalization. The Company did not exercise such right and accordingly did not enter into the Second Lien Facility.

Credit Agreement Refinancing and International Notes Redemption

On May 10, 2017, Affinion entered into a new credit facility (the “2017 Credit Facility”) having a five year maturity with a lender, pursuant to which the lender provided term loans in an aggregate principal amount equal to approximately $1.3 billion and committed to provide revolving loans in an aggregate principal amount at any one time outstanding not to exceed $110.0 million, decreasing to $80.0 million on May 10, 2018.

The term loans provide for quarterly amortization payments totaling (i) for the first two years after May 10, 2017, 1% per annum, (ii) for the third year after May 10, 2017, 2.5% per annum, and (iii) for each year thereafter, 5% per annum, in each case, payable quarterly, with the balance due upon the final maturity date, subject in each case, to reduction of such amortization payments for certain prepayments. The 2017 Credit Facility also requires mandatory prepayments of the outstanding term loans based on excess cash flow (as defined in the 2017 Credit Facility), if any, and the proceeds from certain specified transactions.

The interest rates with respect to the term loans and revolving loans under the 2017 Credit Facility are based on, at Affinion’s option, (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case, plus 7.75%, or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5%, and (iii) 2.00% (“ABR”) in each case plus 6.75%.

Affinion’s obligations under the 2017 Credit Facility are, and Affinion’s obligations under any interest rate protection or other hedging arrangements entered into with a lender or any of its affiliates are, guaranteed by Affinion Holdings and by each of Affinion’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions. The 2017 Credit Facility is secured on a first-priority basis to the extent legally permissible by substantially all of the assets of (i) Affinion Holdings, which consists of a pledge of all the Company’s capital stock and (ii) Affinion and the subsidiary guarantors, including but not limited to: (a) a pledge of substantially all capital stock held by Affinion or any subsidiary guarantor and (b) security interests in substantially all tangible and intangible assets of Affinion and each subsidiary guarantor, subject to certain exceptions. The 2017 Credit Facility also contains financial, affirmative and negative covenants. The negative covenants in the 2017 Credit Facility include, among other things, limitations (all of which are subject to certain exceptions) on Affinion’s (and in certain cases, Affinion Holdings’) ability to: declare dividends and make other distributions, redeem or repurchase Affinion’s capital stock; prepay, redeem or repurchase certain of Affinion’s subordinated indebtedness; make loans or investments (including acquisitions); incur additional indebtedness (subject to certain exceptions); enter into agreements that would restrict the ability of Affinion’s subsidiaries to pay dividends; merge or enter into acquisitions; sell assets; and enter into transactions with affiliates. The 2017 Credit Facility requires Affinion to comply with (a) a maximum ratio of senior secured debt to EBITDA (as defined in the 2017 Credit Facility) and (y) a minimum ratio of EBITDA to consolidated fixed charges. Through December 31, 2018, the maximum ratio of senior secured debt to EBITDA is 6.5:1.0 and the minimum ratio of EBITDA to consolidated fixed charges is 1.1:1.0. As of December 31, 2018, Affinion was in compliance with the restrictive covenants under the 2017 Credit Facility.

On November 30, 2017 Affinion, as borrower, entered into the First Amendment to the 2017 Credit Facility, pursuant to which the parties (i) revised the terms of the 2017 Credit Facility in order for certain of the lenders under the revolving facility established thereunder to act as issuing banks in respect of letters of credit and as swingline lenders, (ii) modified certain provisions relating to the mechanics surrounding letters of credit and swingline loans, and (iii) set aggregate sub-limits for both letter of credit commitments and swingline commitments at $20.0 million.

On May 4, 2018, Affinion, as borrower, entered into the Second Amendment to the 2017 Credit Facility (the “Second Amendment”), pursuant to which Affinion amended the 2017 Credit Facility. The Second Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Revolving Facility Lenders (as defined therein), and for purposes of certain provisions contained therein, each other Loan Party party thereto, including the Company, as guarantor.

Pursuant to the Second Amendment, the parties revised the 2017 Credit Facility in order to modify the date upon which the aggregate Revolving Facility Commitment (as defined in the 2017 Credit Facility) is reduced from $110.0 million to $80.0 million. As a result of the Second Amendment, the date of such reduction was not to occur until August 10, 2018.

On July 16, 2018, Affinion, as borrower, entered into the Third Amendment to the 2017 Credit Facility (the “Third Amendment”), pursuant to which Affinion amended the 2017 Credit Facility. The Third Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Revolving Facility Lenders, and for purposes of certain provisions contained therein, each other Loan Party party thereto, including the Company, as guarantor.

Pursuant to the Third Amendment, the parties revised the 2017 Credit Facility in order to (i) allow the Total Secured Leverage Ratio (as defined in the 2017 Credit Facility), for the purposes of the requirement of a 5.275x Total Secured Leverage Ratio for the ABG Sale, to be calculated net of cash received by Affinion from the ABG Sale, (ii) modify certain provisions relating to mandatory prepayments in order to allow for the application of the proceeds from the ABG Sale towards existing amortization payments such that amortization equals 0.25% per quarter through March 31, 2020, then increases to 0.625% per quarter through March 31, 2021 and finally increases to 1.25% per quarter thereafter, with remainder of the proceeds being applied to the bullet payment at maturity, (iii) modify the provision which contemplates an automatic reduction in the available revolving credit amount from $110.0 million to $80.0 million to delay such automatic reduction until May 10, 2021, (iv) create a permitted reinvestments basket which would allow for up to $50.0 million of the proceeds from the ABG Sale to be retained, subject to certain restrictions, including the requirement that such proceeds be held in a segregated account subject to the sole control of administrative agent, which shall only be released to Affinion (A) with the agent’s consent or (B) if used to prepay Term Loans (as defined in the 2017 Credit Facility) at 103% (with any such proceeds remaining after 9 months to be used to prepay Term Loans at 103%), (v) increase general call protection (for prepayments/acceleration not related to a change of control) to 2% upon the fourth anniversary of the closing of the 2017 Credit Facility, (vi) revise certain addbacks and Pro Forma Basis (as defined in the 2017 Credit Facility) adjustments to reflect the projected change in EBITDA following the ABG Sale, (vii) reduce and/or delete certain negative covenant baskets and (viii) reduce certain material indebtedness and cross-default thresholds.

On November 14, 2018, Affinion, as borrower, entered into the Fourth Amendment to the 2017 Credit Facility (the “Fourth Amendment”). The Fourth Amendment was entered into among Affinion, HPS Investment Partners, LLC, as administrative agent, the Required Lenders (as defined in the 2017 Credit Facility), and for purposes of certain provisions contained therein, and each other Loan Party party thereto, including Affinion Holdings, as guarantor.

Pursuant to the Fourth Amendment, the parties amended the 2017 Credit Facility, to among other things, (x) permit the immediate release of $45.0 million of the $50.0 million of the proceeds from the ABG Sale, (i) $32.0 million of which is able to be used by Affinion for working capital needs and/or to make an investment in one or more businesses, or capital expenditures or assets and (ii) $13.0 million of which will immediately be used to prepay outstanding term loans under the 2017 Credit Facility, together with the required premium in an amount equal to 3.00% of the aggregate principal amount being so prepaid (the “Fourth Amendment Prepayment”) and (y) to modify certain provisions in the 2017 Credit Facility in order to permit  the Second Lien Facility Financing, which will be secured on a second lien basis on the same collateral that secures the 2017 Credit Facility. In addition, the Fourth Amendment (i) authorizes the administrative agent under the 2017 Credit Facility to enter into an intercreditor agreement with respect to the Second Lien Facility Financing, (ii) provides that the prepayment or repayment of the next approximately $31.0 million in principal amount of term loans, other than regularly scheduled amortization payments, shall be accompanied by a prepayment premium equal to the greater of 3% and the prepayment premium that would otherwise have been payable in connection with such prepayment or repayment, and (iii) makes modifications to certain of the restrictive covenants contained in the 2017 Credit Facility.

The Fourth Amendment was conditioned upon, among other things, receipt of the Commitment Letter. We refer to the entry into the Fourth Amendment, the receipt of the Commitment Letter and the transactions contemplated thereby as the “2018 Financing Transactions.”

The proceeds of the term loans under the 2017 Credit Facility were used by Affinion to refinance its 2014 Credit Facility, as defined below (the “Credit Agreement Refinancing”), to redeem in full the International Notes, as defined below (the “International Notes Redemption”), to pay transaction fees and expenses and for general corporate purposes.

On May 20, 2014, Affinion, as Borrower, and Affinion Holdings entered into an amendment to its amended and restated senior secured credit facility (as so amended, the “2014 Credit Facility”). The 2014 Credit Facility consisted of (i) $775.0 million in aggregate principal amount of first lien secured term loans, (ii) $425.0 million in aggregate principal amount of second lien secured term loans and (iii) an $80.0 million first lien senior secured revolving credit facility, which included a letter of credit subfacility and a swingline loan subfacility.

On May 10, 2017, Affinion International Holdings Limited (“Affinion International”) (i) elected to redeem all of its outstanding $118.5 million in aggregate principal amount of 7.5% Cash/Pay-in-Kind (“PIK”) Senior Notes due 2018 (the “International Notes”) on June 9, 2017 at a redemption price of 100% of the principal amount of the International Notes, plus accrued and unpaid interest to the redemption date, (ii) irrevocably deposited sufficient funds received from borrowings under the 2017 Credit Facility to effect such redemption with the trustee under the indenture governing the International Notes and (iii) entered into a satisfaction and discharge agreement to discharge its obligations under the indenture governing the International Notes. The International Notes were originally issued by Affinion International on November 9, 2015 in an original principal amount of $110.0 million and bore interest at 7.5% per annum, of which 3.5% per annum was payable in cash and 4.0% per annum was payable in kind; provided, that all of the accrued interest on the International Notes from the issue date to, but not including, May 1, 2016 was payable on May 1, 2016 entirely in kind. Interest on the International Notes was payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2016. The International Notes Redemption was consummated on June 9, 2017.

In connection with the Credit Agreement Refinancing and International Notes Redemption, the Company recognized a gain of approximately $5.3 million, which consisted of the write-off of unamortized troubled debt restructuring carrying value adjustments from 2015 of $21.0 million associated with the Company’s prior senior secured credit facility and the International Notes, reduced by deferred financing costs associated with the Company’s prior senior secured credit facility and the International Notes of $6.3 million and prepayment premiums incurred of $9.4 million, and is included in Gain on extinguishment of debt on the consolidated statement of operations for the year ended December 31, 2017. The prepayment premiums of $9.4 million are included in the Gain on extinguishment of debt adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities in the statement of cash flows. Transaction fees and expenses of approximately $17.1 million and $3.4 million related to the term loans and revolving facility, respectively, under the 2017 Credit Facility have been capitalized and are being amortized over the term of the term loans and revolving facility, respectively. The Company also incurred lender transaction fees of $36.3 million, which have been accounted for as a debt discount and are being amortized over the term of the term loans and revolving financing facility.

As of December 31, 2018 and 2017, there were outstanding borrowings of $100.0 and $55.0 million, respectively, under the 2017 Credit Facility. During the year ended December 31, 2018, the Company had borrowings and repayments of $289.7 million and $244.7 million, respectively, under the 2017 Credit Facility. During the period from January 1, 2017 through May 10, 2017, the Company had borrowings and repayments of $99.0 million and $99.0 million, respectively, under Affinion’s 2014 Credit Facility. During the period from May 10, 2017 through December 31, 2017, the Company had borrowings and repayments of $192.2 million and $137.2 million, respectively, under the 2017 Credit Facility. As of December 31, 2018, Affinion had $5.0 million available for borrowing under the 2017 Credit Facility, after giving effect to the issuance of $5.0 million of letters of credit.

2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes

On May 10, 2017, (a) Affinion completed a private offer to exchange or repurchase at the holder’s election (collectively, the “AGI Exchange Offer”) Affinion’s 7.875% senior notes due 2018 (Affinion’s “2010 senior notes”) for (i) new Senior Cash 12.5%/ PIK Step-Up to 15.5% Notes due 2022 of Affinion (the “2017 Notes”) and new warrants (the “2017 Warrants”) to acquire Common Stock, par value $0.01 per share, of Affinion Holdings (the “Common Stock”) or (ii) cash; (b) Affinion Holdings completed a private offer to exchange or repurchase at the holder’s election (collectively, the “Holdings Exchange Offer”) Affinion Holdings’ 13.75%/14.50% senior secured PIK/toggle notes due 2018 (Affinion Holdings’ “2013 senior notes”) for (i) 2017 Notes and 2017 Warrants or (ii) cash; and (c) Affinion Investments, LLC (“Affinion Investments”) completed a private offer to exchange or repurchase at the holder’s election (collectively, the “Investments Exchange Offer” and, together with the AGI Exchange Offer and the Holdings Exchange Offer, the “2017 Exchange Offers”) Affinion Investments’ 13.50% senior subordinated notes due 2018 (the “Investments senior subordinated notes”) for (i) 2017 Notes and 2017 Warrants or (ii) cash.  Under the terms of the AGI Exchange Offer, for each $1,000 principal amount of Affinion’s 2010 senior notes accepted in the AGI Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Common Stock or (B) $930 in cash. Under the terms of the Holdings Exchange Offer, for each $1,000 principal amount of Affinion Holdings’ 2013 senior notes accepted in the Holdings Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Common Stock or (B) $700 in cash. Under the terms of the Investments Exchange Offer, for each $1,000 principal amount of the Investments senior subordinated notes accepted in the Investments Exchange Offer, holders could elect to receive (i)(A) $1,000 principal amount of the 2017 Notes and 2017 Warrants to purchase 3.37 shares of Common Stock or (B) $880 in cash. Pursuant to the AGI Exchange Offer, approximately $269.7 million of Affinion’s 2010 senior notes plus accrued and unpaid interest were exchanged for approximately $277.8 million of the 2017 Notes, 2017 Warrants to purchase 1,103,203 shares of Common Stock and approximately $417,386 in cash, including $238.0 million of Affinion’s 2010 senior notes plus accrued and unpaid interest exchanged by related parties in exchange for $245.5 million of the 2017 Notes and 2017 Warrants to purchase 985,438 shares of Common Stock; pursuant to the Holdings Exchange Offer, approximately $4.6 million of Affinion Holdings’ 2013 senior notes plus accrued  and unpaid interest were exchanged by a related party for approximately $4.7 million of the 2017 Notes and 2017 Warrants to purchase 18,539 shares of Common Stock; and pursuant to the Investments Exchange Offer, approximately $12.4 million of the Investments senior subordinated notes plus accrued and unpaid interest were exchanged for approximately $12.8 million of the 2017 Notes, 2017 Warrants to purchase 51,005 shares of Common Stock and approximately $912 in cash, including $12.2 million of the Investments senior subordinated notes plus accrued and unpaid interest exchanged by related parties in exchange for $12.6 million of the 2017 Notes and 2017 Warrants to purchase 49,894 shares of Common Stock. Affinion used the proceeds of the 2017 Notes issued pursuant to the 2017 Investor Purchase Agreement (as defined below) to pay the cash tender consideration to participating holders in the 2017 Exchange Offers.

Previously, in connection with the 2017 Exchange Offers, on March 31, 2017, Elliott, Franklin Mutual Quest Fund, an affiliate of Franklin Mutual Advisers, LLC (“Franklin”), Empyrean and Metro SPV (collectively, in such capacity, the “Investors”), all of whom were, at the time of the closing, or became, as a result of the 2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and redemption of Affinion’s 2010 senior notes, related parties, entered into an investor purchase agreement (the “2017 Investor Purchase Agreement”) with Affinion Holdings, Affinion and Affinion Investments, in which they agreed to purchase 2017 Notes and 2017 Warrants in an aggregate principal amount sufficient to pay all holders that participate in the 2017 Exchange Offers and elect to receive cash. Further, pursuant to the 2017 Investor Purchase Agreement, if Affinion Holdings, Affinion or Affinion Investments exercised its option to redeem any of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and/or the Investments senior subordinated notes not tendered in the 2017 Exchange Offers, the Company could obligate the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund any such redemptions. In addition, pursuant to the terms of the 2017 Investor Purchase Agreement, Affinion was required to pay to the Investors upon the closing of the 2017 Exchange Offers a commitment premium of $17.5 million and a funding premium of $7.4 million in aggregate principal amount of the 2017 Notes and the same number of 2017 Warrants that such principal amount of the 2017 Notes would have been issued as part of the 2017 Exchange Offers.  

Also, on May 10, 2017, Affinion exercised its option to redeem Affinion’s 2010 senior notes that were not tendered in the AGI Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. As a result, on May 10, 2017, Affinion (i) elected to redeem all of its outstanding $205.3 million aggregate principal amount of Affinion’s 2010 senior notes on May 15, 2017 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to the redemption date, (ii) irrevocably deposited sufficient funds received from the Investors pursuant to the 2017 Investor Purchase Agreement to effect such redemption with the trustee under the indenture governing Affinion’s 2010 senior notes and (iii) entered into a satisfaction and discharge agreement to discharge its obligations under the indenture governing Affinion’s 2010 senior notes. Affinion’s 2010 senior notes were originally issued by Affinion on November 19, 2010 in an aggregate principal amount of $475.0 million and bore interest at 7.875% per annum. The redemption of Affinion’s 2010 senior notes was consummated on May 15, 2017.

Accordingly, on May 10, 2017, Affinion issued approximately $532.6 million aggregate principal amount of the 2017 Notes and Affinion Holdings issued 2017 Warrants to purchase 3,974,581 shares of Common Stock, of which (i) approximately $295.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 1,172,747 shares of Common Stock were issued to participating holders (including the Investors) in the 2017 Exchange Offers, including $262.8 million of the 2017 Notes and 2017 Warrants to purchase 1,053,871 shares of Common Stock issued to related parties, and (ii) approximately  $237.3 million in aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 2,801,834 shares of Common Stock were issued, including all of the 2017 Notes and 2017 Warrants to purchase 2,791,475 shares of Common Stock issued to the Investors, all of whom are related parties, pursuant to the 2017 Investor Purchase Agreement to fund the cash consideration payable in the 2017 Exchange Offers and the cash redemption price for the balance of Affinion’s 2010 senior notes that were not exchanged or tendered in the AGI Exchange Offer and to pay the commitment premium and funding premium under the 2017 Investor Purchase Agreement. The 2017 Warrants received by the Investors on May 10, 2017, represented approximately 26.7% of the pro forma fully diluted ownership of Affinion Holdings after giving effect to issuances pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, but without giving effect to options and restricted stock units granted under Affinion Holdings’ management compensation and incentive plans. The number of shares of Common Stock issuable upon the exercise of the 2017 Warrants, as described herein, reflects the application of the anti-dilution protections of the 2017 Warrants issued in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement (other than the 2017 Warrants issued as part of the funding premium) that are triggered by the issuance of 2017 Warrants as part of the funding premium.  

On June 13, 2017, (i) Affinion Holdings exercised its option to redeem the $11.5 million in aggregate principal amount of Affinion Holdings’ 2013 senior notes that were not tendered in the Holdings Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement and (ii) Affinion Investments exercised its option to redeem the $10.2 million in aggregate principal amount of the Investments senior subordinated notes that were not tendered in the Investments Exchange Offer and to fund such redemption with proceeds from the Investors pursuant to the terms of the 2017 Investor Purchase Agreement. Affinion Holdings’ 2013 senior notes were redeemed on July 17, 2017 at a redemption price of 103.4375% of the principal amount, plus accrued and unpaid interest to the redemption date and the Investments senior subordinated notes were redeemed on July 17, 2017 at a redemption price of 103.375% of the principal amount, plus accrued and unpaid interest to the redemption date. Affinion Holdings’ 2013 senior notes were originally issued by Affinion Holdings on December 12, 2013 in an aggregate principal amount of $292.8 million and bore interest at 13.75%per annum in cash, or at Affinion Holdings’ option, in payment-in-kind interest at 13.75% per annum plus 0.75%. The Investments senior subordinated notes were originally issued by Affinion Investments on December 12, 2013 in an aggregate principal amount of $360.0 million and bore interest at 13.50% per annum.

On July 17, 2017, pursuant to the 2017 Investor Purchase Agreement, Affinion issued approximately $23.7 million aggregate principal amount of the 2017 Notes to the Investors and Affinion Holdings issued 2017 Warrants to the Investors. Pursuant to the 2017 Investor Purchase Agreement, the Investors paid a purchase price of approximately $23.5 million to Affinion, which amount includes the payment of pre-issuance accrued interest of approximately $0.6 million from May 10, 2017. The 2017 Notes and 2017 Warrants issued by Affinion and Affinion Holdings, respectively, to the Investors include the funding premium payable under the 2017 Investor Purchase Agreement. The 2017 Notes constitute a further issuance of, and form a single series with, the $532.6 million in aggregate principal amount of the 2017 Notes that Affinion issued on May 10, 2017.  

In connection with the 2017 Exchange Offers and the redemption of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes that were not tendered pursuant to the 2017 Exchange Offers, the Company determined that the debt had been extinguished and the Company recognized a loss of approximately $1.8 million for the year ended December 31, 2017, which represented the excess of the fair value of the 2017 Notes and 2017 Warrants issued over the carrying value of the notes exchanged in the 2017 Exchange Offers and Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes that were redeemed, including all associated unamortized fees, discounts and 2015 troubled debt restructuring carrying value adjustments. The loss of $1.8 million is included in Gain (loss) on extinguishment of debt on the consolidated statement of comprehensive income (loss) for the year ended December 31, 2017. Transaction fees and expenses of approximately $8.4 million related to the issuance of the 2017 Notes have been capitalized and are being amortized over the term of the 2017 Notes using the effective interest method.

In connection with the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, and in accordance with Affinion Holdings’ obligations under the Shareholders Agreement, due to the issuance of the 2017 Warrants in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement, Affinion Holdings offered to each Pre-Emptive Rights Holder the right to purchase with cash up to such Pre-Emptive Rights Holder’s pro rata share (as determined in accordance with the Shareholders Agreement) of 2017 Warrants at an exercise price of $0.01 per 2017 Warrant pursuant to the 2017 Pre-Emptive Rights Offer. On July 12, 2017, Affinion Holdings issued 2017 Warrants to purchase 63,741 shares of Common Stock to participants in the 2017 Pre-Emptive Rights Offer.

The Company performed an accounting analysis and determined that the 2017 Warrants represent in substance common stock and that the 2017 Warrants issued pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement required anti-dilution provisions and commitment premium and funding premium represented a debt discount of $16.1 million. Fees associated with new lenders of $4.6 million have been recorded as debt discount. Fees related to existing lenders who continued to be lenders in connection with the 2017 Exchange Offers have been expensed.

The 2017 Notes bear interest at the rate per annum as follows:

For any interest payment period ending on or prior to the date that is the 18 month anniversary of the settlement date of the 2017 Exchange Offers (the “Settlement Date”), Affinion may, at its option, elect to pay interest on the 2017 Notes (1) entirely in cash (“Cash Interest”) at a rate per annum of 12.50% or (2) entirely by increasing the principal amount of the outstanding 2017 Notes or by issuing PIK notes (“PIK Interest”) at a rate per annum of 14.00%, provided that interest for the first interest period commencing on the Settlement Date shall be payable entirely in PIK Interest. The interest for the first interest period was paid in PIK Interest on November 10, 2017.  

For any interest payment period ending after the date that is the 18 month anniversary of the Settlement Date, (i) if immediately after giving effect to such interest payment, on a pro forma basis, Affinion’s Senior Secured Leverage Ratio (as defined in the indenture governing the 2017 Notes (the “2017 Notes Indenture”)) would be less than or equal to 4.375 to 1.000, Affinion’s Consolidated Fixed Charge Coverage Ratio (as defined in the 2017 Notes Indenture) would be greater than or equal to 1.375 to 1.000, in each case, as of the last day of the most recently completed fiscal quarter of Affinion immediately preceding the scheduled interest payment date for which internal financial statements are available, and Affinion’s Average Liquidity (as defined in the 2017 Notes Indenture) less the amount of the anticipated cash interest payment is equal to or greater than $80.0 million as of the record date for such interest payment, then Affinion shall be required to pay interest on the 2017 Notes for such interest period entirely in Cash Interest at a rate per annum of 12.50%, (ii) if immediately after giving effect to such interest payment, on a pro forma basis, Affinion’s Senior Secured Leverage Ratio would be less than or equal to 4.375 to 1.000, Affinion’s Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.250 to 1.000 but less than 1.375 to 1.000, in each case, as of the last day of the most recently completed fiscal quarter of Affinion immediately preceding the scheduled interest payment date for which internal financial statements are available, and Affinion’s Average Liquidity less the amount of the anticipated cash interest payment is equal to or greater than $80.0 million as of the record date for such interest payment, then Affinion shall be required to pay interest on the 2017 Notes for such interest period as a combination (“Combined Interest”) of Cash Interest at a rate per annum of 6.50% and PIK Interest at a rate per annum of 7.50% and (iii) if immediately after giving effect to such interest payment, on a pro forma basis, Affinion’s Senior Secured Leverage Ratio would be greater than 4.375 to 1.000, Affinion’s Consolidated Fixed Charge Coverage Ratio would be less than 1.250 to 1.000, in each case, as of the last day of the most recently completed fiscal quarter of Affinion immediately preceding the scheduled interest payment date for which internal financial statements are available, or Affinion’s Average Liquidity less the amount of the anticipated cash interest payment is less than $80.0 million as of the record date for such interest payment, then Affinion may elect to pay interest on the 2017 Notes for such interest period as PIK Interest at a rate per annum of: (x) 14.75% for any interest payment period ending on or prior to the date that is the 30 month anniversary of the Settlement Date and (y) 15.50% for any interest payment period ending after the date that is the 30 month anniversary of the Settlement Date; provided that, for the avoidance of doubt, if the aforementioned ratios are satisfied and require Affinion to either pay Cash Interest or Combined Interest for any interest period, as applicable, any restriction in the 2017 Credit Facility on the payment of such interest shall not relieve Affinion of such obligation to pay Cash Interest or Combined Interest, as applicable, for such interest period and Affinion shall take all such actions as may be required in order to permit such payment of Cash Interest or Combined Interest, as applicable, for such interest period under the 2017 Credit Facility (including, without limitation, any required repayment of outstanding borrowings under the revolving facility under the 2017 Credit Facility).

Interest on the 2017 Notes is payable semi-annually on May 10 and November 10 of each year, commencing on November 10, 2017. The 2017 Notes will mature on November 10, 2022. Under certain circumstances, the 2017 Notes are redeemable at Affinion’s option prior to maturity. If the 2017 Notes are not so redeemed by Affinion, under certain circumstances, Affinion may be required to make an offer to purchase 2017 Notes.

Affinion’s obligations under the 2017 Notes are jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by the same entities that guarantee the 2017 Credit Facility. The 2017 Notes and guarantees thereof are unsecured senior obligations of Affinion and each of the guarantors. The 2017 Notes Indenture contains negative covenants that restrict the ability of Affinion and its restricted subsidiaries to engage in certain transactions and also contains customary events of default. In addition, the covenants restrict Affinion Holdings’ ability to engage in certain businesses or business activities. Affinion will not be required to deliver any separate reports to holders or financial statements or other information of Affinion and its restricted subsidiaries as long as Affinion Holdings is a guarantor of the 2017 Notes and files such reports with the SEC. As of December 31, 2018, Affinion was in compliance with the restrictive covenants under the 2017 Notes.

The Company also leases certain equipment under capital leases expiring through 2020.

The aggregate maturities of debt, including capital leases, as of December 31, 2018 are as follows:

	Amount
	(in millions)
2019	$	13.8
2020		28.9
2021		58.6
2022		1,518.5
2023		—
2024 and Thereafter		—
	$	1,619.8

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer, Amended Credit Agreement and New Notes.

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Deficit

12 Months Ended

Dec. 31, 2018

Deficit [Abstract]

Deficit

11. DEFICIT

As of December 31, 2018, 2017 and 2016, the Company’s capital stock consists of a total of 550,000,000 authorized shares, of which 520,000,000 shares, $0.01 par value per share, are designated as “Common Stock,” 10,000,000 shares, $0.01 par value per share, are designated as “Class C Common Stock,” 10,000,000 shares, $0.01 par value per share, are designated as “Class D Common Stock” and 10,000,000 shares, $0.01 par value per share, are designated as “preferred stock.” As of December 31, 2018 and 2017, the Company has outstanding (i) 9,090,404 and 9,157,071 shares of Common Stock, respectively, (ii) 433,813 shares of Class C Common Stock and (iii) 456,643 shares of Class D Common Stock. As of December 31, 2018 and 2017, the Company had outstanding 2017 Warrants (as described further below) to purchase 4,392,936 shares of Common Stock and a Limited Warrant (as described further below) to purchase up to 462,266 shares of Common Stock. As of December 31, 2018 and 2017, there were no shares of preferred stock outstanding.

During the year ended December 31, 2018, 66,667 shares of Common Stock were tendered to the Company by a shareholder for no consideration. These shares were subsequently cancelled by the Company.

On May 10, 2017, in connection with the 2017 Exchange Offers and 2017 Investor Purchase Agreement, the Company issued 2017 Warrants to purchase 3,974,581 shares of Common Stock, in the aggregate, of which (a) 2017 Warrants to purchase 1,172,747 shares of Common Stock were issued to holders (including certain of the Investors) whose Existing Notes (as defined below) were accepted for exchange in the 2017 Exchange Offers, including 1,053,871 issued to related parties, and (b) 2017 Warrants to purchase 2,801,834 shares of Common Stock were issued in connection with the 2017 Investor Purchase Agreement, including the funding and commitment premiums under the 2017 Investor Purchase Agreement, including 2,791,475 issued to the Investors, all of whom are related parties. In connection with the 2017 Exchange Offers and the 2017 Investor Purchase Agreement, and in accordance with Affinion Holdings’ obligations under the Shareholders Agreement, dated as of November 9, 2015 (as amended, the “Shareholders Agreement”), due to the issuance of the 2017 Warrants in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement, commencing on June 22, 2017, and expiring on July 7, 2017, Affinion Holdings offered (the “2017 Pre-Emptive Rights Offer”) to each holder of pre-emptive rights (“Pre-Emptive Rights Holder”) the right to purchase with cash up to such Pre-Emptive Rights Holder’s pro rata share (as determined in accordance with the Shareholders Agreement) of  2017 Warrants issued pursuant to the 2017 Exchange Offers and the 2017 Investor Purchase Agreement at a price of $7.13 per New Warrant. On July 12, 2017, Affinion Holdings issued 2017 Warrants to purchase 63,741 shares of Common Stock, which were subsequently exercised on August 10, 2017, to participants in the 2017 Pre-Emptive Rights Offer. On July 17, 2017, Affinion Holdings issued 2017 Warrants to purchase 418,355 shares of Common Stock, including 2017 Warrants to purchase 414,868 shares of Common Stock to the Investors, all of whom are related parties, in connection with the 2017 Investor Purchase Agreement, including the funding premium under the 2017 Investor Purchase Agreement. In addition, as a result of the anti-dilution protections of the 2017 Warrants, the number of shares of Common Stock underlying the 2017 Warrants issued on May 10, 2017 to holders other than the Investors increased, in the aggregate, by 3,487 shares. The number of shares of Common Stock issuable upon the exercise of the 2017 Warrants, as described herein, reflects the application of the anti-dilution protections of the 2017 Warrants issued in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement that are triggered by the issuance of 2017 Warrants as part of the funding premium and in the 2017 Pre-Emptive Rights Offer.

The 2017 Warrants are immediately exercisable upon issuance and will terminate on the earlier to occur of (i) November 10, 2022 and (ii) five business days following the consummation of a sale of Affinion Holdings or other similar fundamental transaction.  Each 2017 Warrant is exercisable for one share of Common Stock at a price equal to $0.01. 2017 Warrants will not be exercisable if the recipient of the Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency.

The 2017 Warrants contain customary provisions for the adjustment of the number of shares of Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of Common Stock to the extent that holders of 2017 Warrants are not permitted to participate on an as-exercised basis. The 2017 Warrants were all subject to anti-dilution adjustments (the “Adjustment Feature”) in connection with the issuance of 2017 Warrants pursuant to the 2017 Investor Purchase Agreement in respect of the funding premium thereunder and pursuant to the 2017 Pre-Emptive Rights Offer that expired on July 7, 2017. As a result of the application of these anti-dilution adjustments, the 2017 Warrants offered in the 2017 Exchange Offers and pursuant to the 2017 Investor Purchase Agreement (excluding the 2017 Warrants to be issued in respect of the funding premium) represented, as of July 17, 2017, approximately 15% of the fully diluted ownership of Affinion Holdings and the 2017 Warrants issued as part of the commitment premium under the 2017 Investor Purchase Agreement represented, as of July 17, 2017, approximately 14.3% of the fully diluted ownership of Affinion Holdings, in each case without giving effect to options and restricted stock units granted under Affinion Holdings’ management compensation and incentive plans.  

All Holders of exercisable 2017 Warrants will be entitled to participate in dividends on an as-exercised basis, subject to any regulatory restrictions. Holders will not be entitled to any other rights of holders of Common Stock until, and to the extent, they have validly exercised their 2017 Warrants. Upon exercise, such holders will be entitled to execute joinders to the Shareholders Agreement,dated as of November 9, 2015, as amended, by and among Affinion Holdings and the stockholders from time to time party thereto and the Amended and Restated Registration Rights Agreement, dated as of March 31, 2017, and effective as of May 10, 2017, by and among Affinion Holdings and the investors from time to time party thereto.

The Company performed an accounting analysis and determined that the 2017 Warrants represent in substance common stock and that the 2017 Warrants issued pursuant to the 2017 Exchange Offers and 2017 Investor Purchase Agreement required anti-dilution provisions and commitment premium and funding premium represent a debt discount of $16.1 million. Fees associated with new lenders of $4.6 million have been recorded as debt discount. Fees related to existing lenders who continued to be lenders in connection with the 2017 Exchange Offers have been expensed.

The consummation of the AGI Exchange Offer as of May 10, 2017 has resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This may further limit our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes to offset our post-change income. Similar rules and limitations may apply for state tax purposes as well. It is not expected at this time that any potential limitation will have a material impact on either the tax provision or the operating results.

On November 9, 2015, concurrent with the debt exchanges and subscription rights offering, the Company mandatorily cashlessly converted the then-outstanding Series A warrants to shares of Class A common stock. The 130,133,055 shares of Class A common stock then-outstanding were converted into 490,083 shares of Class C Common Stock and 515,877 shares of Class D Common Stock. In connection with the debt exchanges and subscription rights offering, 9,093,330 shares of Common Stock were issued. In addition, in lieu of issuing Common Stock to an investor that would otherwise have beneficially owned more than 19.9% of the Common Stock, the Company issued a Limited Warrant to purchase up to 462,266 shares of Common Stock, which Limited Warrant may only be exercised upon the receipt of requisite regulatory approval.

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer and New Common Stock.

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Earnings Per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

12. EARNINGS PER SHARE

Basic earnings per share (“EPS”) attributable to holders of Common Stock is computed by dividing net income (loss) attributable to holders of Common Stock by the weighted average number of shares of Common Stock, warrants and restricted stock units (“RSUs”) outstanding. Diluted EPS attributable to holders of Common Stock reflects the potential dilution of Class C/D common stock, stock options and incentive awards that could be exercised or converted into shares of Common Stock, and is computed by dividing net income (loss) attributable to holders of Common Stock by the weighted average number of shares of Common Stock, warrants and RSUs outstanding plus the effect of potentially dilutive securities.

The computation of basic and diluted earnings (loss) per share is set forth below:  

($ in millions, except per share data)	Year Ended December 31,
	2018			2017			2016
Numerator:
Loss from continuing operations, net of tax	$	(144.5	)	$	(45.9	)	$	(20.3	)
Less: net income attributable to non-controlling interest		(1.2	)		(0.8	)		(0.6	)
Loss from continuing operations attributable to Affinion Group Holdings,    Inc.		(145.7	)		(46.7	)		(20.9	)
Net income from discontinued operations, net of tax		447.8			21.5			36.6
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	302.1		$	(25.2	)	$	15.7
Denominator:
Weighted average shares of Common Stock		9,154,697			9,126,952			9,093,330
Weighted average shares for warrants		4,392,936			2,766,781			—
Weighted average shares for vested RSUs		78,864			28,398			10,861
Basic weighted average shares of Common Stock		13,626,497			11,922,131			9,104,191
Weighted average effect of dilutive securities		—			—			792
Diluted weighted average shares of Common Stock		13,626,497			11,922,131			9,104,983
Basic earnings (loss) per share attributable to holders of Common    Stock:
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74
Diluted earnings (loss) per share attributable to holders of Common    Stock:
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer and New Common Stock.

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Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

13. INCOME TAXES

On December 22, 2017, the TCJA was enacted into law. For the year ended December 31, 2017, we recognized a provisional tax benefit amount of $25.5 million for items related to the TCJA for which we were able to determine a reasonable estimate. During 2018, and prior to December 22, 2018, we finalized and completed our accounting associated with the TCJA with no subsequent adjustments to provisional amounts recorded. See Note 2—Summary of Significant Accounting Policies for more information on the TCJA.

The income tax benefit (provision) consisted of the following:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Current:
Federal	$	—		$	—		$	0.4
State		(0.8	)		(0.7	)		(0.4	)
Foreign		(5.3	)		(3.4	)		(5.0	)
		(6.1	)		(4.1	)		(5.0	)
Deferred:
Federal		28.5			30.6			0.7
State		4.3			0.7			0.3
Foreign		0.3			—			0.6
		33.1			31.3			1.6
Total income tax benefit (provision)	$	27.0		$	27.2		$	(3.4	)

Income (loss) from continuing operations before income taxes for domestic and foreign operations consisted of the following:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Domestic	$	(179.4	)	$	(73.5	)	$	(2.9	)
Foreign		7.9			0.4			(14.0	)
Income (loss) from continuing operations before income taxes	$	(171.5	)	$	(73.1	)	$	(16.9	)

Deferred income tax assets and liabilities consisted of the following:  

	December 31,
	2018			2017
	(in millions)
Non-current deferred income tax assets:
Net operating loss carryforwards	$	187.4		$	250.1
State net operating loss carryforwards		33.2			18.9
Depreciation and amortization		43.6			70.8
Accrued expenses and deferred revenue		21.9			17.2
Prepaid expenses		1.2			1.3
Provision for doubtful accounts		1.1			0.5
Other		23.4			13.4
Non-current deferred income tax assets		311.8			372.2
Non-current deferred income tax liabilities:
Other		—			(2.8	)
Non-current deferred income tax liabilities		—			(2.8	)
Valuation allowance		(311.9	)		(371.8	)
Non-current net deferred income tax liability, net of non-current deferred income tax assets    of $2.8 and $3.1, respectively)	$	(0.1	)	$	(2.4	)

As of December 31, 2018, Affinion Holdings and its subsidiaries had federal net operating loss carryforwards available to offset future taxable income of $530.2 million (which will expire in 2026 through 2037).

As of December 31, 2018, Affinion Holdings and its subsidiaries had state net operating loss carryforwards of $591.4 million (which expire, depending on the jurisdiction, between 2019 and 2038, or may be carried forward indefinitely) and state tax credits of $1.6 million (which expire between 2019 and 2023). A full valuation allowance was recorded with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized.

As of December 31, 2018, Affinion Holdings and its subsidiaries have net operating loss carryforwards of $238.4 million in foreign jurisdictions (which expire, depending on the jurisdiction, between 2019 and 2038, or may be carried forward indefinitely). Affinion Holdings and its subsidiaries have concluded that a valuation allowance relating to $236.2 million of these net operating losses is required due to the uncertainty of their realization.

The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the §338 election and uncertain tax positions. The carrying value of Affinion Holdings’ valuation allowance against all of its deferred tax assets at December 31, 2018 and 2017 totaled $311.9 million and $371.8 million, respectively. The decrease in valuation allowance of $59.9 million is attributable to a decrease in the book to tax temporary differences that require a valuation allowance and a decrease in the valuation allowance attributable to tax attributes (i.e., net operating losses).

As of December 31, 2017, Affinion Holdings and its subsidiaries had federal net operating loss carryforwards available to offset future taxable income of $818.0 million (which will expire in 2026 through 2037).

As of December 31, 2017, Affinion Holdings and its subsidiaries had state net operating loss carryforwards of $693.6 million (which expire, depending on the jurisdiction, between 2018 and 2037) and state tax credits of $1.8 million (which expire between 2018 and 2022). A full valuation allowance was recorded with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized.

As of December 31, 2017, Affinion Holdings and its subsidiaries had net operating loss carryforwards of $266.9 million in foreign jurisdictions (which expire, depending on the jurisdiction, between 2018 and 2037, or may be carried forward indefinitely). A full valuation allowance was recorded with respect to these carryforwards net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized.

The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the §338 election and uncertain tax positions. The carrying value of Affinion Holdings’ valuation allowance against all of its deferred tax assets at December 31, 2017 and 2016 totaled $371.8 million and $551.0 million, respectively. The decrease in valuation allowance of $179.2 million is attributable to the SAB 118 estimates applicable to the TJCA, a decrease in the book to tax temporary differences that require a valuation allowance and a decrease in the valuation allowance attributable to tax attributes (i.e., net operating losses).

With the exception of the Company’s South African and Turkish subsidiaries, foreign taxable income is recognized currently for U.S. federal and state income tax purposes because such operations are entities disregarded for U.S. federal and state income tax purposes. The Company does not provide for deferred taxes on the excess of the amount for the tax over the financial reporting basis in its South African and Turkish subsidiaries because they are permanent in duration. A deferred tax asset is recognized in this circumstance only if it is apparent that the temporary difference will reverse in the foreseeable future. As of December 31, 2018, there is a $17.2 million deficit in retained earnings of the South African and Turkish subsidiaries.

A reconciliation of the effective income tax rate from the U.S. federal statutory rate is as follows:  

	For the Year Ended December 31,
	2018			2017			2016
Federal statutory rate		21.0	%		35.0	%		35.0	%
State and local income taxes, net of federal expense		(2.3	)		(10.4	)		4.3
Change in valuation allowance and other		2.6			(25.1	)		(60.4	)
Taxes on foreign operations at rates different than U.S. federal rates		(2.6	)		(4.7	)		(25.7	)
SAB 118 impact of TCJA		—			34.8			—
Impact of debt exchanges and subscription rights offering		—			5.7			19.4
U.S. tax on foreign operations		(2.6	)		1.9			9.1
Prior year accrual and adjustments		0.2			0.1			(0.8	)
Non-deductible expenses		(0.5	)		(0.1	)		(0.7	)
		15.8	%		37.2	%		(19.8	)%

The Company’s effective tax rate has fluctuated significantly over the last three years. These fluctuations are primarily due to changes in valuation allowances driven by changes in the corresponding deferred tax balances, the impact associated with the debt exchanges and subscription rights offering and state and foreign taxes. The 2016 tax benefit associated with the debt exchanges and subscription rights offering resulted from a change in the estimated tax relative to the same. The fluctuation for 2017 is primarily the result of the change on deferred tax balance requirements, including valuation allowances, estimated pursuant to SAB 118 in accordance with the TCJA enactment and the impact of the AGI Exchange Offer. These fluctuations are also the result of the changes in loss from continuing operations before income taxes to $171.5 million for the year ended December 31, 2018 compared to $73.1 million and $16.9 million for the years ended December 31, 2017 and 2016, respectively.

The Company was granted a 50% tax holiday in the Swiss canton of Vaud in 2013. The tax holiday is valid for cantonal purposes from the 2012 start date until the end of the 2017 tax period. The Company is currently subject to Cantonal law.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company recognized $0.2 million, $0.2 million and $0.1 million of interest in income tax expense related to uncertain tax positions arising in 2018, 2017 and 2016, respectively. Accrued interest and penalties related to uncertain tax positions totaled $1.9 million and $2.1 million as of December 31, 2018 and 2017, respectively, and is included in other long-term liabilities on the consolidated balance sheet. The Company’s gross unrecognized tax benefits increased $2.1 million, decreased $1.6 million and increased $11.0 million for the years ended December 31, 2018, 2017 and 2016, respectively, as a result of tax positions for the applicable year.

A reconciliation of the beginning and ending amount of tax reserves for uncertain tax positions for the years ended December 31, 2018, 2017 and 2016 is as follows:  

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Unrecognized tax benefits, beginning of period	$	5.0		$	6.6		$	(4.4	)
Gross increase – prior period tax positions		1.6			—			11.3
Gross decrease – prior period tax positions		(0.6	)		(2.1	)		—
Gross increase – current period tax positions		1.9			0.7			0.2
Gross decrease – current period tax positions		(0.8	)		(0.2	)		(0.5	)
Unrecognized tax benefits, end of period	$	7.1		$	5.0		$	6.6

The Company’s income tax returns are periodically examined by various tax authorities. In connection with these and future examinations, certain tax authorities, including the Internal Revenue Service, may raise issues and impose additional assessments. The Company regularly evaluates the likelihood of additional assessments resulting from these examinations and establishes liabilities, through the provision for income taxes, for potential amounts that may result therefrom. The recognition of uncertain tax benefits are not expected to have a material impact on the Company’s effective tax rate or results of operations. Federal, state and local jurisdictions are subject to examination by the taxing authorities for all open years as prescribed by applicable statute. For significant foreign jurisdictions, tax years in Germany, France, Turkey, Switzerland and the United Kingdom remain open as prescribed by applicable statute. During 2018, income tax waivers were executed in certain states that extend the period subject to examination beyond the period prescribed by statute. There are no significant changes anticipated in accordance with the extension of the income tax statutes in these jurisdictions. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will change significantly within the next 12 months.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company is involved in claims, governmental inquiries and legal proceedings related to employment matters, contract disputes, business practices, trademark and copyright infringement claims and other commercial matters. The Company is also a party to lawsuits which were brought against it and its affiliates and which purport to be a class action in nature and allege that the Company violated certain federal or state consumer protection statutes (as described below). The Company intends to vigorously defend itself against such lawsuits.

On August 27, 2010, a former member of Webloyalty Holding Inc.’s (“Webloyalty”) membership programs filed a putative class action lawsuit against Webloyalty, one of its former clients, and one of the credit card associations in the United States District Court for the District of Connecticut (the “Connecticut District Court”). The plaintiff alleged that Webloyalty’s enrollment of the plaintiff using debit card information obtained from a third party via data pass, and not directly from the plaintiff, was deceptive. The plaintiff seeks to represent a nationwide class of consumers whose credit or debit card data was transferred to Webloyalty via data pass on or after October 1, 2008. The complaint, which was amended several times, asserted, among others, claims for violations of the Electronic Funds Transfer Act (“EFT”), the Electronic Communications Privacy Act (the “ECPA”), and the Connecticut Unfair Trade Practices Act (“CUTPA”) as well as other common law claims. On October 15, 2015, the Connecticut District Court entered judgment dismissing all claims with prejudice. The plaintiff appealed that judgment to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). On December 20, 2016, the Second Circuit affirmed the Connecticut District Court’s dismissal in part, but reversed and remanded the dismissal of claims against Webloyalty and its former client under CUTPA and the EFT. The defendants have answered the remaining counts of the complaint and denied any liability. The defendants have also filed a motion for judgment on the pleadings on the plaintiff’s CUTPA claim, and for summary judgment on his EFT claim. On October 26, 2018, the Connecticut District Court entered summary judgment for defendants on the EFT claim, declined to exercise supplemental jurisdiction over the CUTPA claim, and dismissed the CUTPA claim without prejudice. The Connecticut District Court also directed the clerk to close the file. On December 6, 2018, the plaintiff noticed an appeal to the Second Circuit.

On June 7, 2012, a factually similar class action lawsuit was filed against Webloyalty in the U.S. District Court for the Southern District of California (the “District Court of S.C.”). After filing several amended complaints, the plaintiff asserted a variety of claims, including claims under the EFT, the ECPA, California Business and Professional Code § 17200, et seq. (the “CBPC”), CUTPA, various privacy statutes, and common law. The plaintiff did so on behalf of a purported nationwide class of consumers whose credit or debit card information was obtained by Webloyalty via data pass, and had their credit or debit cards charged on or after October 1, 2008. On June 22, 2015, the District Court of S.C. entered judgment dismissing the plaintiff’s federal claims with prejudice, and his state claims without prejudice. The plaintiff appealed that judgment to the United States Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). On March 28, 2017, the Ninth Circuit affirmed the dismissal of the plaintiff’s ECPA and privacy-based state law claims, but reversed and remanded the dismissal of other claims, including the plaintiff’s claims under the EFT, CBPC, and CUTPA. On September 5, 2017, the plaintiff filed a third amended complaint, which asserts the claims that were remanded by the Ninth Circuit. Webloyalty has answered the complaint and denied all liability. On June 29, 2018, the plaintiff moved for class certification on his claims for violation of the EFT on behalf of a nationwide class, and on his claims for conversion, and violation of CBPC on behalf of a California class. On March 15, 2019, the court denied that motion. The action remains pending, but as an individual action on behalf of a single plaintiff and not on behalf of a class.

On May 11, 2016, Kohl’s Department Stores, Inc. (“Kohl’s”) filed a third-party complaint against Trilegiant in the United States District Court for the Eastern District of Pennsylvania (the “District Court of E. Pa.”), alleging claims for indemnification, contribution and breach of contract. The third-party complaint arises in a case filed in the same court on February 13, 2015, in which a putative class action has been brought against Kohl’s and the issuer of Kohl’s credit cards alleging breach of the covenant of good faith and fair dealing and unjust enrichment. Kohl’s third-party complaint alleged that Trilegiant breached alleged obligations to Kohl’s under a marketing agreement between Trilegiant and Kohl’s through which a Trilegiant membership program was offered to Kohl’s credit card customers, including Trilegiant’s purported obligation under that agreement to indemnify Kohl’s and participate in its defense of the class action. Kohl’s third-party complaint sought damages from Trilegiant, including amounts for which Kohl’s may be liable to the named plaintiffs or the putative class in the class action relating to their claims pertaining to Trilegiant’s membership program and Kohl’s costs, including attorney fees, of defending against such claims. On March 1, 2017, the parties entered into a settlement and release wherein Trilegiant agreed to make a payment to Kohl’s of approximately $0.3 million and to pay 30% of Kohl’s on-going legal fees in the putative class action, capped at $0.4 million (excluding Trilegiant’s initial payment of approximately $0.3 million), to resolve Kohl’s indemnification, contribution and breach of contract claims against Trilegiant with respect to fees and expenses that Kohl’s has incurred or will incur in connection with its defense of the putative class action. Kohl’s reserved its right to seek indemnity from Trilegiant for any liability Kohl’s may incur to the plaintiffs in the putative class action relating to Trilegiant’s membership program. The third-party complaint was dismissed without prejudice by stipulation of the parties on March 10, 2017.

On August 18, 2016, Lion 2004 Receivables Trust (“Lion”) filed a complaint in the United States District Court for the State of Delaware (the “District Court of Delaware”) against Long Term Preferred Care, Inc. (“LTPC”), a company that used to be a subsidiary of Affinion Benefits Group, LLC (“ABG”). In the complaint, Lion alleged that LTPC made certain inaccurate representations and warranties in connection with a Commission Purchase Agreement, dated as of December 30, 2004, between LTPC and Lion. Lion sought indemnification and damages, among other things. LTPC filed a motion to dismiss in response to the complaint on October 24, 2016. On March 20, 2017, a magistrate judge recommended that the District Court of Delaware deny LTPC’s motion to dismiss. On August 31, 2017 the District Court of Delaware adopted the magistrate’s recommendation denying LTPC’s motion to dismiss. On September 14, 2017, LTPC filed its Answer and Defenses to the complaint. Pursuant to the Company’s purchase agreement with Cendant, the Cendant Entities (as such terms are defined in Note 17—Related Party Transactions) have agreed to indemnify ABG for any liability relating to this matter. The matter was settled on March 28, 2019 and LTPC was fully indemnified.

On November 30, 2015, PNC Bank, N.A. (“PNC”) filed a pleading called a Praecipe for Writ of Summons (the “Writ”) in the Court of Common Pleas of Allegheny County, Pennsylvania, naming as defendants Trilegiant Corporation, ABG, Affinion and/or Affinion Holdings. The parties participated in a non-binding mediation on September 13, 2016. The parties were unable to resolve their dispute in the mediation. On November 18, 2016, PNC filed a complaint in the Pennsylvania Court of Common Pleas against Trilegiant for indemnification, breach of contract, unjust enrichment and breach of implied covenant of good faith and fair dealing. The complaint also alleges negligence and intentional misconduct by other Affinion entities. These claims arise out of consent orders that PNC entered into with the Office of the Comptroller of the Currency (the “OCC”) to settle the OCC’s Section 5 claim against it. According to PNC, the damages it incurred pursuant to those consent orders were the result of Trilegiant’s failure to properly service PNC’s customers. Trilegiant’s preliminary objections to PNC’s complaint were filed on January 12, 2017. On January 30, 2017, the case was transferred from the Court of Common Pleas to the Commerce Court and Complex Litigation Center. Oral argument on Trilegiant’s preliminary objections was held on May 9, 2017. On May 25, 2017, the court issued its opinion, dismissing some claims, but keeping the indemnification and unjust enrichment claims. On June 19, 2017, the defendants filed their answer. Discovery is ongoing.

On November 19, 2018, Hartford Life and Accident Insurance Company (“Hartford”) served Franklin Madison Group, formerly ABG (“Franklin Madison”), with a complaint in Superior Court for the Judicial District of Hartford, Connecticut. The complaint alleges breach of contract arising out of a May 24, 2004 Administrative Services Agreement and Contingent Commission Agreement (the “Hartford Matter”). Pursuant to the Purchase Agreement in connection with the sale of ABG, the Company agreed to assume the defense and indemnify the Purchaser for the Hartford Matter. The case has been moved to the complex litigation docket and discovery is underway.

Other Contingencies

From time to time, the Company receives inquiries from federal and state agencies, which may include the Federal Trade Commission, the Federal Communications Commission, the Consumer Financial Protection Bureau, state attorneys general and other state regulatory agencies, including state insurance regulators. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings. Additionally, certain of our clients have become, and others may become, involved in legal proceedings or governmental inquiries relating to our programs and solutions or marketing practices. As a result, we may be subject to claims under our marketing agreements, and as of December 31, 2018 we have accrued $9.3 million for certain asserted claims, including claims for which no litigation has been commenced.

From time to time, our international operations also receive inquiries from consumer protection, insurance or data protection agencies. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings.

During the year ended December 31, 2017, a charge of $23.2 million was recorded relating to a cyber theft. An insurance claim related to this cyber theft is currently being pursued with the Company’s carriers and we expect a recovery in a future period which will be recorded when realizable.  

The Company believes that the amount accrued for the above litigation and contingencies matters is adequate, and the reasonably possible loss beyond the amounts accrued will not have a material effect on its consolidated financial statements, taken as a whole, based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that accruals are adequate and it intends to vigorously defend itself against such matters, unfavorable resolution could occur, which could have a material effect on the Company’s consolidated financial statements, taken as a whole.

Surety Bonds and Letters of Credit

In the ordinary course of business, the Company is required to provide surety bonds to various state authorities in order to operate its membership, insurance and travel agency programs. As of December 31, 2018, the Company provided guarantees for surety bonds totaling approximately $6.4 million and issued letters of credit totaling $6.5 million.

Leases

The Company has noncancelable operating leases covering various facilities and equipment. Rent expense totaled $15.3 million, $15.6 million and $15.3 million for the years ended December 31, 2018, 2017 and 2016. At each of December 31, 2018 and 2017, the Company has accrued $0.8 million, included in other long-term liabilities on the consolidated balance sheets, in connection with asset retirement obligations relating to its leased facilities.

Future minimum lease payments required under non-cancelable operating leases, net of sublease receipts, as of December 31, 2018 are as follows:

	Amount
	(in millions)
2019	$	18.2
2020		17.3
2021		15.7
2022		13.9
2023		10.2
Thereafter		2.8
Future minimum lease payments	$	78.1

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Share-Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation

15. SHARE-BASED COMPENSATION

In connection with the closing of the Apollo Transactions on October 17, 2005, Affinion Holdings adopted the 2005 Stock Incentive Plan (the “2005 Plan”). The Board was authorized to grant up to 4.9 million shares of Affinion Holdings’ common stock under the 2005 Plan over a ten year period. As discussed below, no additional grants may be made under Affinion Holdings’ 2005 Plan on or after November 7, 2007, the effective date of the 2007 Plan, as defined below. As discussed below, on November 9, 2015, the effective date of the Reclassification (as defined below), existing option awards under the 2005 Plan were adjusted in accordance with their terms. Generally, existing options for Class A Common Stock (as defined below) under the 2005 Plan have been converted into options for shares of Affinion Holdings’ Class C Common Stock, $0.01 par value per share (the “Class C Common Stock”), and Affinion Holdings’ Class D Common Stock, $0.01 par value per share (the “Class D Common Stock” and, together with the Class C Common Stock, the “Class C/D Common Stock”), and both the exercise price and the number of shares of Class C Common Stock and Class D Common Stock underlying such options have been adjusted.

On November 9, 2015, in conjunction with the 2015 Exchange Offers, the 2015 Consent Solicitations and the 2015 Rights Offering, Affinion Holdings effected the Reclassification (the “Reclassification” and, together with the 2015 Exchange Offers, the 2015 Consent Solicitations, the 2015 Rights Offering and the related transactions, the “2015 Transactions”) as follows. Immediately prior to the Reclassification, Affinion Holdings’ Series A Warrants (the “Series A Warrants”) were mandatorily cashlessly exercised for shares of Affinion Holdings’ then existing Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Affinion Holdings’ Series B Warrants (the “Series B Warrants”) were cancelled for no additional consideration. In addition, all issued and outstanding options under the Webloyalty 2005 Plan and the 2007 Plan were cancelled for no additional consideration. Stock options issued and outstanding under the 2005 Plan were not affected by the cancellation. In accordance with the Reclassification, Affinion Holdings’ Class A Common Stock was converted into shares of Affinion Holdings’ Class C/D Common Stock. Issued and outstanding options under the 2005 Plan were converted into options to acquire shares of Affinion Holdings’ Class C Common Stock and shares of Affinion Holdings’ Class D Common Stock. The number of shares of Class C/D Common Stock subject to the issued and outstanding options was adjusted based on the conversion ratio utilized for the conversion of the Class A Common Stock, and the exercise price was correspondingly adjusted.

On November 9, 2015, the Company’s Board of Directors (the “Board” or “Board of Directors”) adopted the 2015 Equity Incentive Plan (the “2015 Plan”), which authorizes the Human Resources Committee (formerly the Compensation Committee) to grant stock options, restricted stock, RSUs and other equity-based awards. Under the 2015 Plan, 10% of the outstanding shares of common stock have been reserved for issuance pursuant to awards.

On November 14, 2018, upon the recommendation of the Human Resources Committee, the Board adopted an amendment to the 2015 Plan (the “Plan Amendment”) to amend the 2015 Plan to increase the aggregate cap on Common Stock that may be issued to employees and directors of the Company from ten percent (10%) of the Common Stock to fifteen percent (15%) of the Common Stock (on a fully diluted basis, but excluding vested and unvested Common Stock and options or other rights to acquire Common Stock issued under the 2015 Plan).

For employee stock awards, the Company recognizes compensation expense over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The Company recognizes forfeitures as they occur. The Company has elected to recognize compensation cost for awards that only contain service conditions and that have a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Stock Options

During the year ended December 31, 2016, the Human Resources Committee granted options to employees under the 2015 Plan to purchase 887,500 shares of Affinion Holdings’ Common Stock. The options have a contractual life of 10 years and vest ratably on each of the first four anniversaries of the grant date. The exercise price of the options is $13.97 per share, the grant date fair value of a share of Affinion Holdings’ Common Stock.

On November 14, 2018, upon the recommendation of the Human Resources Committee, the Board approved a repricing (the “Repricing”) of 299,636 unvested stock options (the "Underwater Options") previously issued under the 2015 Plan. Prior to the Repricing, all of the Underwater Options had a per share exercise price in excess of the current fair market value per share of Affinion Holdings’ Common Stock and as such the Board determined that the Underwater Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the Repricing, the per share exercise price of the Underwater Options was repriced (the “Repriced Options”) to equal $5.00. The Repriced Options continue to vest in accordance with their existing vesting schedules. All other material terms and conditions of the Repriced Options remain the same.

On November 14, 2018, upon the recommendation of the Human Resources Committee, the Board authorized the grant of options to employees under the 2015 Plan, as amended by the Plan Amendment, to purchase 827,500 shares of Affinion Holdings’ Common Stock. Options granted would have a contractual life of ten years and would vest ratably on each of the first four anniversaries of the grant date. The exercise price of the options will be $5.00 per share. As of December 31, 2018, none of the options authorized on November 14, 2018 have been granted.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model based on the assumptions noted in the following table. Expected volatilities are based on historical volatilities of comparable companies.

The expected term of the options granted represents the period of time that options are expected to be outstanding, and is based on the average of the requisite service period and the contractual term of the option.

	2016Grants
Expected volatility		75	%
Expected life (in years)	6.5
Risk-free interest rate		1.64	%
Expected dividends	—

A summary of option activity for options to acquire shares of Class C/D Common Stock under the 2005 Plan during each of the three years ended December 31, 2018 is presented below (number of options in thousands):

	2005 Plan			2005 Plan			2005 Plan
	Grants to			Grants to			Grants to			Grants to
	Employees -			Employees -			Employees -			Board of
	Tranche A			Tranche B			Tranche C			Directors
Outstanding options at January 1, 2016		7			3			3			2
Granted	—			—			—				—
Exercised	—			—			—			—
Forfeited or expired		(5	)		(2	)		(2	)		(1	)
Outstanding options at December 31, 2016		2			1			1			1
Granted	—			—			—			—
Exercised	—			—			—			—
Forfeited or expired		—			—			—			—
Outstanding options at December 31, 2017		2			1			1			1
Granted	—			—			—			—
Exercised	—			—			—			—
Forfeited or expired		—			—			—			—
Outstanding options at December 31, 2018		2			1			1			1
Vested or expected to vest at December 31, 2018		2			1			1			1
Exercisable options at December 31, 2018		2			1			1			1
Weighted average remaining contractual term (in years)		5.3			5.3			5.3			5.3
Weighted average grant date fair value per option    granted in 2018	$	—		$	—		$	—		$	—
Weighted average exercise price of exercisable options    at December 31, 2018	$	147.12		$	147.12		$	147.12		$	147.12
Weighted average exercise price of outstanding options    at December 31, 2018	$	147.12		$	147.12		$	147.12		$	147.12

A summary of option activity for options to acquire shares of Common Stock granted under the 2015 Plan for each of the three years ended December 31, 2018 is presented below (number of options in thousands):

Outstanding options at January 1, 2016	—
Granted		888
Exercised	—
Forfeited or expired		(14	)
Outstanding options at December 31, 2016		874
Granted		—
Exercised		—
Forfeited or expired		(98	)
Outstanding options at December 31, 2017		776
Granted		—
Exercised		—
Forfeited or expired		(122	)
Outstanding options at December 31, 2018		654
Vested or expected to vest at December 31, 2018		654
Exercisable options at December 31, 2018		336
Weighted average remaining contractual term (in years)		7.2
Weighted average grant date fair value per option granted in 2018	$	—
Weighted average exercise price of exercisable options at December 31, 2018	$	13.97
Weighted average exercise price of outstanding options at December 31, 2018	$	9.86

Based on the estimated fair values of options granted, share-based compensation expense for the year ended December 31, 2018, 2017 and 2016 totaled $1.7 million, $1.7 million and $1.6 million, respectively. As of December 31, 2018, there was $1.9 million of unrecognized compensation cost related to unvested stock options, which will be recognized over a weighted average period of approximately 0.7 years.

Restricted Stock Units

On March 25, 2016, each of the non-employee members of the Board of Directors was granted RSUs under the 2015 Plan as a component of their annual compensation. The RSUs vested 3/12^ths as of the date of grant and an additional 1/12^th vested on March 31, 2016 and 1/12^th vested on the last day of the next eight months, until November 30, 2016. Subject to vesting, the RSUs granted to the non-employee directors will be settled in shares of Affinion Holdings’ common stock on the earlier to occur of a Change in Control (as defined in the 2015 Plan) and the third anniversary of the date of grant. In connection with the resignation of one of the directors, the RSUs awarded to the resigning director immediately vested. As these awards will be settled in shares of Affinion Holdings’ common stock, the Company has accounted for these RSUs as an equity award.

On October 24, 2017, six of the non-employee directors were granted RSUs under the 2015 Plan as a component of their annual compensation, however one of the non-employee directors waived receipt of such RSUs. Pursuant to the restricted stock unit agreement entered into with each director, each such director has been awarded 9,804 restricted stock units, (i) three-fourths (3/4) of which vested on the date of grant and (ii) the remaining one-fourth (1/4) vested in equal installments on each of October 31, 2017, November 30, 2017 and December 31, 2017, respectively. Each vested restricted stock unit will be settled by the delivery of one share of common stock of Affinion Holdings to the applicable director on the earlier to occur of (A) a “Change in Control” or (B) the third anniversary of the date of grant.

On December 18, 2017, RSUs were granted under the 2015 Plan in consideration of the Board service of the non-employee director who waived receipt of the October 24, 2017 award of RSUs as described above. Pursuant to the restricted stock unit agreement entered into, 9,804 restricted stock units were awarded, (i) 11/12ths of which vested on the date of grant and (ii) the remaining 1/12th vested on December 31, 2017. Each vested restricted stock unit will be settled by the delivery of one share of common stock of Affinion Holdings on the earlier to occur of (A) a “Change in Control” or (B) the third anniversary of the date of grant.

A summary of RSU activity under the 2015 Plan for each of the three years ended December 31, 2018 is presented below (number of RSUs in thousands):

	Number of			Weighted Average
	Restricted			Grant Date
	Stock Units			Fair Value
Outstanding restricted unvested awards at January 1, 2016	—
Granted		20		$	13.97
Vested		(20	)		13.97
Forfeited	—
Outstanding restricted unvested awards at December 31, 2016		—
Granted		59		$	7.14
Vested		(59	)		7.14
Forfeited	—
Outstanding restricted unvested awards at December 31, 2017		—
Granted		—			—
Vested		—			—
Forfeited		—
Outstanding restricted unvested awards at December 31, 2018		—

Based on the estimated fair value of the RSUs granted, share-based compensation expense for the year ended December 31, 2017 and 2016 totaled $0.4 million and $0.3 million, respectively. There was no share-based compensation expense related to RSUs recognized for the year ended December 31, 2018. As of December 31, 2018, there was no unrecognized compensation cost related to the RSU awards.

Incentive Awards

On March 16, 2015, the Human Resources Committee of the Board approved the terms of (i) the Affinion Group Holdings, Inc. 2015 Retention Award Program (the “2015 Retention Program”), an equity and cash incentive award program intended to foster retention of key employees of Affinion Holdings and its subsidiaries, and (ii) the awards (the “Retention Awards”) to each such key employee consisting of retention units (“RUs”) and a cash retention award (“CRA”) to be made by Affinion Holdings under the 2015 Retention Program. Each Retention Award will entitle the employee to one share of Affinion Holdings’ common stock for each RU and a cash payment in respect of the CRA, in each case, subject to applicable withholding taxes, when the applicable vesting conditions for the Retention Awards are met. The Retention Awards are subject to time-based vesting conditions. Upon termination of employment for any reason, an employee will forfeit the entire unvested portion of his or her Retention Award. In conjunction with the Reclassification, which was effective on November 9, 2015, Retention Awards under the 2015 Retention Program that called for vesting of Class A Common Stock will vest in an adjusted number of shares of Class C Common Stock and Class D Common Stock. During the year ended December 31, 2016, 6,466 shares of Class C Common Stock and 6,809 shares of Class D Common Stock vested, in addition to CRAs of approximately $2.0 million. During the year ended December 31, 2017, 5,858 shares of Class C Common Stock and 6,161 shares of Class D Common Stock vested, in addition to CRAs of approximately $1.8 million. During the years ended December 31, 2017 and 2016, the Company recognized expense related to the 2015 Retention Program of $0.7 million and $3.6 million, respectively, of which $0.4 million and $1.8 million, respectively, related to the common stock portion of the Retention Awards. There was no expense related to the 2015 Retention Program for the year ended December 31, 2018.

See Note 22—Subsequent Events for a discussion of the 2019 Recapitalization, including the 2019 Exchange Offer.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2018

Defined Benefit Pension Plans And Defined Benefit Postretirement Plans Disclosure [Abstract]

Employee Benefit Plans

16. EMPLOYEE BENEFIT PLANS

The Company sponsors a domestic defined contribution savings plan that provides certain eligible employees an opportunity to accumulate funds for retirement. Under the domestic 401(k) defined contribution plan, the Company matched the contributions of participating employees based on 100% of the first 4% of the participating employee’s contributions up to 4% of the participating employee’s salary. The Company also sponsors certain other international defined contribution retirement plans that are customary in each local country. Under these local country defined contribution plans, the Company contributes between 6% and 10% of each participating employee’s salary or as otherwise provided by the plan. The Company recorded aggregate defined contribution plan expense of $5.8 million, $5.5 million and $5.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The Company sponsors certain other international defined benefit retirement plans that are customary in each local country, including a multi-employer plan in one country. Under these local country defined benefit pension plans, benefits are based on a percentage of an employee’s final average salary or as otherwise described by the plan. These plans are not material, individually or in the aggregate, to the consolidated financial statements.

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Related Party Transactions

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions

17. RELATED PARTY TRANSACTIONS

Post-Closing Relationships with Cendant

Cendant has agreed to indemnify the Company, Affinion and the Company’s affiliates (collectively the “indemnified parties”) for breaches of representations, warranties and covenants made by Cendant, as well as for other specified matters, certain of which are described below. Affinion and the Company have agreed to indemnify Cendant for breaches of representations, warranties and covenants made in the purchase agreement, as well as for certain other specified matters. Generally, all parties’ indemnification obligations with respect to breaches of representations and warranties (except with respect to the matters described below) (i) are subject to a $0.1 million occurrence threshold, (ii) are not effective until the aggregate amount of losses suffered by the indemnified party exceeds $15.0 million (and then only for the amount of losses exceeding $15.0 million), and (iii) are limited to $275.1 million of recovery. Generally, subject to certain exceptions of greater duration, the parties’ indemnification obligations with respect to representations and warranties survived until April 15, 2007 with indemnification obligations related to covenants surviving until the applicable covenant has been fully performed.

In connection with the purchase agreement, Cendant agreed to specific indemnification obligations with respect to the matters described below.

Excluded Litigation. Cendant has agreed to fully indemnify the indemnified parties with respect to any pending or future litigation, arbitration, or other proceeding relating to accounting irregularities in the former CUC International, Inc. announced on April 15, 1998.

Certain Litigation and Compliance with Law Matters. Cendant has agreed to indemnify the indemnified parties up to specified amounts for: (a) breaches of its representations and warranties with respect to legal proceedings that (1) occur after the date of the purchase agreement, (2) relate to facts and circumstances related to the business of Affinion Group, LLC or Affinion International Holdings Limited (“Affinion International”), and (3) constitute a breach or violation of its compliance with law representations and warranties and (b) breaches of its representations and warranties with respect to compliance with laws to the extent related to the business of Affinion Group, LLC or Affinion International. Of the legal proceedings disclosed in Note 14—Commitments and Contingencies, the Lion Litigation is a matter that involves the Cendant Entities (as defined below) agreeing to indemnify us for any related liabilities.

Except with respect to the Lion Litigation, in which the Cendant Entities agreed to indemnify us for all losses, for the other matters, Cendant, Affinion and the Company have agreed that losses up to $15.0 million will be borne solely by the Company and losses in excess of $15.0 million will be shared by the parties in accordance with agreed upon allocations. The Company has the right at all times to control litigation related to shared losses and Cendant has consultation rights with respect to such litigation.

Prior to 2009, Cendant (i) distributed the equity interests it previously held in its hospitality services business (“Wyndham”) and its real estate services business (“Realogy”) to Cendant stockholders and (ii) sold its travel services business (“Travelport”) to a third party. Cendant continues as a re-named publicly traded company which owns the vehicle rental business (“Avis Budget,” together with Wyndham and Realogy, the “Cendant Entities”). Subject to certain exceptions, Wyndham and Realogy have agreed to share Cendant’s contingent and other liabilities (including its indemnity obligations to the Company described above and other liabilities to the Company in connection with the Apollo Transactions) in specified percentages. If any Cendant Entity defaults in its payment, when due, of any such liabilities, the remaining Cendant Entities are required to pay an equal portion of the amounts in default. Wyndham held a portion of the preferred stock issued in connection with the Apollo Transactions until the preferred stock was redeemed in 2011, and a portion of the warrants issued in connection with the Apollo Transactions until the warrants expired in 2011, while Realogy was subsequently acquired by an affiliate of Apollo and remained an affiliate of Apollo until July 2013. Therefore, for the years ended December 31, 2018, 2017 and 2016, none of the Cendant Entities is a related party.

2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and Redemptions of Other Existing Notes

As discussed in Note 10—Long-Term Debt, on May 10, 2017, the Company completed the 2017 Exchange Offers and exercised its option under the 2017 Investor Purchase Agreement relating to Affinion’s 2010 senior notes, obligating the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund the redemptions of Affinion’s 2010 senior notes not tendered in the AGI Exchange Offer. On June 13, 2017, the Company exercised its options under the 2017 Investor Purchase Agreement relating to Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes, obligating the Investors to purchase an aggregate principal amount of the 2017 Notes and 2017 Warrants that would yield sufficient cash proceeds to fund the redemptions of Affinion Holdings’ senior notes and the Investments senior subordinated notes not tendered in the Holdings Exchange Offer and Investments Exchange Offer, respectively. Prior to the completion of the 2017 Exchange Offers, Empyrean was the beneficial owner of 5% or more of the Company’s Common Stock. Upon consummation of the 2017 Exchange Offers, each of the Investors was the beneficial owner of 5% or more of the Company’s Common Stock. In connection with the 2017 Exchange Offers, Issuance of the 2017 Notes and 2017 Warrants and redemption of Affinion’s 2010 senior notes, Affinion Holdings’ 2013 senior notes and the Investments senior subordinated notes as of December 31, 2017, the Company issued approximately $515.1 million aggregate principal amount of the 2017 Notes and 2017 Warrants to purchase 4,234,335 shares of Common Stock to the Investors, all of whom were related parties as a result of their beneficial ownership of 5% or more of the Company’s Common Stock.

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Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

18. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

As a matter of policy, the Company does not use derivatives for trading or speculative purposes.

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity for the Company’s long-term debt as of December 31, 2018.

																			Fair Value At
															2024 and				December 31,
	2019			2020			2021			2022			2023		Thereafter		Total		2018
	(in millions)
Fixed rate debt	$	0.4		$	0.5		$	—		$	681.5		$	—	$	—	$	682.4	$	520.6
Average interest rate		14.86	%		15.50	%		15.50	%		15.50	%
Variable rate debt	$	13.4		$	28.5		$	58.6		$	836.9		$	—	$	—	$	937.4	$	913.8
Average interest rate (a)		10.64	%		10.62	%		10.53	%		10.53	%

(a) Average interest rate is based on the estimated three month U.S. dollar LIBOR forward curve at December 31, 2018.

Foreign Currency Forward Contracts

Through April 30, 2017, on a limited basis the Company has entered into 30 day foreign currency forward contracts, and upon expiration of the contracts, entered into successive 30 day foreign currency forward contracts. The contracts have been entered into to mitigate the Company’s foreign currency exposures related to intercompany loans which are not expected to be repaid within the next twelve months and that are denominated in Euros and British pounds. The Company has not entered into such contracts subsequent to April 2017.

No realized gain or loss was recognized for the year ended December 31, 2018. During the years ended December 31, 2017 and 2016, the Company recognized a realized loss of $1.3 million and a realized gain of $4.1 million, respectively, on the forward contracts.

Credit Risk and Exposure

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of receivables, profit-sharing receivables from insurance carriers, prepaid commissions and interest rate swaps. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties. Receivables are due from various marketing, insurance and business partners and the Company maintains an allowance for losses, based upon expected collectability.

Fair Value

The Company determines the fair value of financial instruments as follows:

a. Cash and Cash Equivalents, Restricted Cash, Receivable, and Accounts Payable—Carrying amounts approximate fair value at December 31, 2018 and 2017 due to the short-term maturities of these assets and liabilities.

b. Long-Term Debt—The Company’s estimated fair value of its long-term fixed-rate debt at December 31, 2018 and 2017 is based upon available information for debt having similar terms and risks. The fair value of the publicly-traded debt is the published market price per unit multiplied by the number of units held or issued without consideration of transaction costs. The fair value of the non-publicly-traded debt, substantially all of which is variable-rate debt, is based on third party indicative valuations and estimates prepared by the Company after consideration of the creditworthiness of the counterparties.

c. Contingent Consideration—The Company’s estimated fair value of its contingent consideration at December 31, 2018, which is included in accounts payable and accrued expenses and other long-term liabilities on the consolidated balance sheet, is based on significant inputs not observable in the market (Level 3). The fair value of the liability is based on a discounted cash flow model and the significant unobservable inputs used consist of discount rates.

Current accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, giving the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Level 1 inputs to a fair value measurement are quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

The following table summarizes financial instruments measured at fair value on a recurring basis as of December 31, 2018.

	Fair Value Measurements at December 31, 2018
	Fair Value at December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Contingent consideration	$	10.9	$	—	$	—	$	10.9

There were no financial instruments measured at fair value on a recurring basis as of December 31, 2017.

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Segment Information

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Information

19. SEGMENT INFORMATION

Management evaluates the operating results of each of its reportable segments based upon several factors, of which the primary factors are net revenues and “Segment EBITDA,” which the Company defines as income from continuing operations before depreciation and amortization. The presentation of Segment EBITDA may not be comparable to similarly titled measures used by other companies.

The Segment EBITDA of the Company’s three reportable segments does not include general corporate expenses. General corporate expenses include costs and expenses that are of a general corporate nature or managed on a corporate basis. Corporate costs include certain departmental service costs such as human resources, legal, corporate finance and accounting functions and unallocated portions of information technology, in addition to expenses previously recorded in corporate such as professional fees related to debt financing activities and share-based compensation costs. General corporate expenses have been excluded from the presentation of the Segment EBITDA for the Company’s three reportable segments because they are not reported to the chief operating decision maker for purposes of allocating resources among operating segments or assessing operating segment performance. The accounting policies of the reportable segments are the same as those described in Note 2—Summary of Significant Accounting Policies.

The ABG Sale, which was completed on August 15, 2018, comprised substantially all of the Company’s Insurance Solutions operating segment. Therefore, the Insurance Solutions operating segment is no longer considered a reportable segment and the operating results of the Insurance Solutions operating segment are not presented below. See Note 4—Discontinued Operations for more information on the ABG Sale.

Net Revenues

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	167.0
Global Customer Engagement		361.1		359.3		386.3
Subtotal		600.4		584.4		553.3
Legacy Membership and Package		99.4		139.7		189.8
Eliminations		—		—		(1.1	)
	$	699.8	$	724.1	$	742.0

Inter-segment net revenues were not significant to the net revenues of any one segment.

Segment EBITDA

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Global Loyalty	$	87.2		$	64.0		$	56.4
Global Customer Engagement		62.0			55.7			71.1
Subtotal		149.2			119.7			127.5
Legacy Membership and Package		34.9			40.1			41.3
Corporate		(76.4	)		(48.2	)		(56.2	)
	$	107.7		$	111.6		$	112.6

Provided below is a reconciliation of Segment EBITDA to income from continuing operations.

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Segment EBITDA	$	107.7		$	111.6		$	112.6
Depreciation and amortization		(48.2	)		(45.3	)		(55.3	)
Income from continuing operations	$	59.5		$	66.3		$	57.3

Depreciation and Amortization

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	21.4	$	16.8	$	17.0
Global Customer Engagement		25.2		27.2		36.5
Subtotal		46.6		44.0		53.5
Legacy Membership and Package		1.6		1.3		1.8
	$	48.2	$	45.3	$	55.3

Segment Assets

	December 31,
	2018		2017
	(in millions)
Global Loyalty	$	366.8	$	354.7
Global Customer Engagement		217.1		243.6
Subtotal		583.9		598.3
Legacy Membership and Package		16.6		23.2
Corporate		81.5		16.1
Subtotal		682.0		637.6
Assets Held for Sale		—		129.3
	$	682.0	$	766.9

Capital Expenditures

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	12.6	$	14.7	$	8.3
Global Customer Engagement		15.2		21.5		23.1
Subtotal		27.8		36.2		31.4
Legacy Membership and Package		—		—		—
Corporate		2.6		0.4		1.5
Subtotal		30.4		36.6		32.9
Discontinued Operations		1.7		1.5		1.4
	$	32.1	$	38.1	$	34.3

Net Revenues

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
U.S.	$	422.2	$	451.9	$	446.8
U.K.		115.6		115.2		121.5
Other		162.0		157.0		173.7
	$	699.8	$	724.1	$	742.0

Total Assets

	December 31,
	2018		2017
	(in millions)
U.S. (1)	$	481.5	$	543.4
U.K.		106.9		114.6
Other		93.6		108.9
	$	682.0	$	766.9

(1) Includes $0 and $129.3 million of assets held for sale at December 31, 2018 and 2017, respectively.

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Selected Quarterly Financial Data

12 Months Ended

Dec. 31, 2018

Quarterly Financial Data [Abstract]

Selected Quarterly Financial Data

20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Provided below is unaudited selected quarterly financial data for 2018 and 2017:

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
	(in millions, except per share data)
2018
Net revenues	$	189.0		$	179.3		$	177.1		$	154.4
Marketing and commissions	$	34.7		$	31.8		$	36.8		$	39.5
Operating costs	$	84.0		$	83.1		$	82.3		$	81.9
General and administrative	$	26.9		$	35.0		$	26.2		$	25.6
Facility exit costs	$	0.7		$	0.1		$	1.0		$	2.5
Depreciation and amortization	$	11.8		$	11.7		$	12.7		$	12.0
Loss from continuing operations, net of tax	$	(16.5	)	$	(30.7	)	$	(39.5	)	$	(57.8	)
Income (loss) from discontinued operations, net of tax (1)	$	(1.8	)	$	(3.1	)	$	456.9		$	(4.2	)
Net income (loss) (1)	$	(18.3	)	$	(33.8	)	$	417.4		$	(62.0	)
Earnings (loss) per share attributable to holders of Common    Stock
Basic earnings (loss) per share
Continuing operations	$	(1.25	)	$	(2.28	)	$	(2.91	)	$	(4.26	)
Discontinued operations (1)	$	(0.13	)	$	(0.22	)	$	33.51		$	(0.30	)
Net earnings (loss) per share (1)	$	(1.38	)	$	(2.50	)	$	30.60		$	(4.56	)
Diluted earnings (loss) per share
Continuing operations	$	(1.25	)	$	(2.28	)	$	(2.91	)	$	(4.26	)
Discontinued operations (1)	$	(0.13	)	$	(0.22	)	$	33.51		$	(0.30	)
Net earnings (loss) per share (1)	$	(1.38	)	$	(2.50	)	$	30.60		$	(4.56	)
2017
Net revenues	$	184.6		$	181.2		$	183.3		$	175.0
Marketing and commissions	$	45.6		$	42.4		$	42.5		$	43.0
Operating costs	$	86.9		$	103.6		$	81.1		$	80.7
General and administrative	$	22.5		$	24.4		$	21.2		$	17.7
Facility exit costs	$	—		$	1.4		$	(1.2	)	$	0.7
Depreciation and amortization	$	10.9		$	11.0		$	11.8		$	11.6
Income (loss) from continuing operations, net of tax (2)(3)	$	(1.4	)	$	(25.9	)	$	(21.0	)	$	2.4
Income from discontinued operations, net of tax (3)	$	9.5		$	0.8		$	10.2		$	1.0
Net income (loss) (2)	$	8.1		$	(25.1	)	$	(10.8	)	$	3.4
Earnings (loss) per share attributable to holders of Common    Stock
Basic earnings (loss) per share
Continuing operations (2)(3)	$	(0.21	)	$	(2.31	)	$	(1.54	)	$	0.17
Discontinued operations (3)	$	1.06		$	0.08		$	0.74		$	0.07
Net earnings (loss) per share (2)	$	0.85		$	(2.23	)	$	(0.80	)	$	0.24
Diluted earnings (loss) per share
Continuing operations (2)(3)	$	(0.21	)	$	(2.31	)	$	(1.54	)	$	0.17
Discontinued operations (3)	$	1.06		$	0.08		$	0.74		$	0.07
Net earnings (loss) per share (2)	$	0.85		$	(2.23	)	$	(0.80	)	$	0.24

(1) A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

(2) An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA.

(3) During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

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Guarantor/Non-Guarantor Supplemental Financial Information

12 Months Ended

Dec. 31, 2018

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Guarantor/Non-Guarantor Supplemental Financial Information

21. GUARANTOR/NON-GUARANTOR SUPPLEMENTAL FINANCIAL INFORMATION

The following supplemental consolidating financial information presents, in separate columns,the consolidating balance sheets as of December 31, 2018 and 2017, and the related consolidating statements of comprehensive income (loss) and cash flows for the years ended December 31, 2018, 2017 and 2016 for (i) the Company, (which is a parent guarantor of the 2017 Notes) on a parent-only basis, with its investment in subsidiaries recorded under the equity method, (ii) the issuer of the 2017 Notes (Affinion) with its investment in subsidiaries recorded under the equity method,  (iii) the Guarantor Subsidiaries (the Company’s subsidiaries that guarantee the 2017 Notes) on a combined basis, (iv) the Non-Guarantor Subsidiaries (the Company’s subsidiaries that do not guarantee the 2017 Notes) on a combined basis and (v) the Company on a consolidated basis. The guarantees are full and unconditional and joint and several obligations of (1) the parent guarantor (the Company) and (2) each of the guarantor subsidiaries, all of which are 100% owned by the Company. There are no significant restrictions on the ability of the issuer of the 2017 Notes (Affinion) to obtain funds from any of its guarantor subsidiaries by dividends or loan.

During 2017, Affinion consummated the 2017 Exchange Offers, the issuance of the 2017 Notes and 2017 Warrants and redemptions of other existing notes. Under the 2017 Notes Indenture, the Company and certain domestic and international subsidiaries of Affinion guarantee the 2017 Notes. Accordingly, the Company has recast its previously reported statements of comprehensive income (loss) and cash flows for the year ended December 31, 2016 to reflect the guarantors and non-guarantors under the 2017 Notes.  

The supplemental financial information has been presented in lieu of separate financial statements of the guarantors as such separate financial statements are not considered meaningful.

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2018

(In millions)

									Non-
				Subsidiary			Guarantor		Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	58.4		$	9.7	$	16.6	$	—		$	84.7
Restricted cash		—			5.9			3.6		4.9		—			14.4
Receivables, net		—			2.5			79.9		27.1		—			109.5
Prepaid commissions		—			—			28.6		10.0		—			38.6
Other current assets		—			42.0			41.2		8.4		—			91.6
Total current assets		—			108.8			163.0		67.0		—			338.8
Property and equipment, net		—			6.7			82.3		2.9		—			91.9
Goodwill		—			—			127.6		45.8		—			173.4
Other intangibles, net		—			—			23.9		4.7		—			28.6
Investment in subsidiaries		—			2,311.0			68.2		—		(2,379.2	)		—
Intercompany loan receivable		—			360.8			—		23.4		(384.2	)		—
Intercompany receivables		35.4			—			1,248.9		—		(1,284.3	)		—
Other non-current assets		—			3.2			43.8		2.3		—			49.3
Total assets	$	35.4		$	2,790.5		$	1,757.7	$	146.1	$	(4,047.7	)	$	682.0
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	—		$	13.5		$	0.3	$	—	$	—		$	13.8
Accounts payable and accrued expenses		4.7			92.7			155.3		38.6		—			291.3
Deferred revenue		—			—			24.7		5.0		—			29.7
Income taxes payable		—			0.5			0.8		1.0		—			2.3
Total current liabilities		4.7			106.7			181.1		44.6		—			337.1
Long-term debt		—			1,558.8			0.4		—		—			1,559.2
Deferred income taxes		—			—			1.5		1.4		—			2.9
Deferred revenue		—			0.1			3.1		—		—			3.2
Intercompany loans payable		28.9			—			355.3		—		(384.2	)		—
Intercompany payables		—			1,242.8			—		41.5		(1,284.3	)		—
Other long-term liabilities		—			16.6			14.2		6.2		—			37.0
Negative carrying amount of subsidiaries, net		1,260.4			—			—		—		(1,260.4	)		—
Total liabilities		1,294.0			2,925.0			555.6		93.7		(2,928.9	)		1,939.4
Total Affinion Group Holdings, Inc. deficit		(1,258.6	)		(134.5	)		1,202.1		51.2		(1,118.8	)		(1,258.6	)
Non-controlling interest in subsidiary		—			—			—		1.2		—			1.2
Total deficit		(1,258.6	)		(134.5	)		1,202.1		52.4		(1,118.8	)		(1,257.4	)
Total liabilities and deficit	$	35.4		$	2,790.5		$	1,757.7	$	146.1	$	(4,047.7	)	$	682.0

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2017

(In millions)

									Non-
				Subsidiary			Guarantor		Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4.4		$	15.1	$	20.0	$	—		$	39.5
Restricted cash		—			0.8			3.5		5.6		—			9.9
Receivables, net		—			3.0			116.6		33.8		—			153.4
Prepaid commissions		—			—			27.3		6.4		—			33.7
Other current assets		—			23.9			34.6		11.1		—			69.6
Current assets held for sale		—			—			46.0		—		—			46.0
Total current assets		—			32.1			243.1		76.9		—			352.1
Property and equipment, net		—			4.6			93.1		5.8		—			103.5
Goodwill		—			—			129.4		37.0		—			166.4
Other intangibles, net		—			—			29.8		4.2		—			34.0
Investment in subsidiaries		—			2,648.7			54.5		—		(2,703.2	)		—
Intercompany loan receivable		—			355.5			—		5.0		(360.5	)		—
Intercompany receivables		33.7			—			2,663.5		—		(2,697.2	)		—
Other non-current assets		—			0.5			25.8		1.3		—			27.6
Non-current assets held for sale		—			—			83.3		—		—			83.3
Total assets	$	33.7		$	3,041.4		$	3,322.5	$	130.2	$	(5,760.9	)	$	766.9
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	—		$	13.4		$	0.5	$	—	$	—		$	13.9
Accounts payable and accrued expenses		3.7			72.9			167.6		48.5		—			292.7
Deferred revenue		—			—			29.1		6.1		—			35.2
Income taxes payable		—			0.4			0.9		1.9		—			3.2
Current liabilities held for sale		—			7.4			41.7		—		—			49.1
Total current liabilities		3.7			94.1			239.8		56.5		—			394.1
Long-term debt		—			1,886.7			0.6		—		—			1,887.3
Deferred income taxes		—			0.1			4.9		0.5		—			5.5
Deferred revenue		—			0.2			3.6		0.3		—			4.1
Intercompany loans payable		28.9			—			331.6		—		(360.5	)		—
Intercompany payables		—			2,649.3			—		47.9		(2,697.2	)		—
Other long-term liabilities		—			9.1			13.9		2.9		—			25.9
Negative carrying amount of subsidiaries, net		1,559.7			—			—		—		(1,559.7	)		—
Non-current liabilities held for sale		—			—			7.6		—		—			7.6
Total liabilities		1,592.3			4,639.5			602.0		108.1		(4,617.4	)		2,324.5
Total Affinion Group Holdings, Inc. deficit		(1,558.6	)		(1,598.1	)		2,720.5		21.1		(1,143.5	)		(1,558.6	)
Non-controlling interest in subsidiary		—			—			—		1.0		—			1.0
Total deficit		(1,558.6	)		(1,598.1	)		2,720.5		22.1		(1,143.5	)		(1,557.6	)
Total liabilities and deficit	$	33.7		$	3,041.4		$	3,322.5	$	130.2	$	(5,760.9	)	$	766.9

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2018

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	591.5		$	108.3		$	—		$	699.8
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions		—			0.1			99.5			43.2			—			142.8
Operating costs		—			43.5			241.3			46.5			—			331.3
General and administrative		0.2			62.7			40.6			10.2			—			113.7
Facility exit costs		—			—			3.9			0.4			—			4.3
Depreciation and amortization		—			0.9			40.4			6.9			—			48.2
Total expenses		0.2			107.2			425.7			107.2			—			640.3
Income (loss) from continuing operations		(0.2	)		(107.2	)		165.8			1.1			—			59.5
Interest income		—			—			—			0.2			—			0.2
Interest expense		—			(195.7	)		(0.8	)		(0.9	)		—			(197.4	)
Interest income (expense) - intercompany		(0.9	)		1.3			(1.6	)		1.2			—			—
Loss on extinguishment of debt		—			(32.0	)		—			—			—			(32.0	)
Other income (expense), net		—			(0.8	)		(0.2	)		(0.8	)		—			(1.8	)
Income (loss) from continuing operations before    income taxes		(1.1	)		(334.4	)		163.2			0.8			—			(171.5	)
Income tax benefit (provision)		—			33.4			(4.5	)		(1.9	)		—			27.0
Income (loss) from continuing operations, net    of tax		(1.1	)		(301.0	)		158.7			(1.1	)		—			(144.5	)
Income (loss) from discontinued operations, net    of tax		—			463.9			(16.1	)		—			—			447.8
Equity in income (loss) of subsidiaries		303.2			140.3			(2.3	)		—			(441.2	)		—
Net income (loss)		302.1			303.2			140.3			(1.1	)		(441.2	)		303.3
Less: net income attributable to non-    controlling interest		—			—			—			(1.2	)		—			(1.2	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	302.1		$	303.2		$	140.3		$	(2.3	)	$	(441.2	)	$	302.1
Net income (loss)	$	302.1		$	303.2		$	140.3		$	(1.1	)	$	(441.2	)	$	303.3
Currency translation adjustment, net of tax		(5.4	)		(5.4	)		(2.5	)		(3.1	)		10.9			(5.5	)
Comprehensive income (loss)		296.7			297.8			137.8			(4.2	)		(430.3	)		297.8
Less: comprehensive income attributable to    non-controlling interest		—			—			—			(1.1	)		—			(1.1	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	296.7		$	297.8		$	137.8		$	(5.3	)	$	(430.3	)	$	296.7

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2017

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	608.3		$	115.8		$	—		$	724.1
Expenses:
Cost of revenues, exclusive of depreciation and    amortization shown separately below:
Marketing and commissions		—			0.2			122.7			50.6			—			173.5
Operating costs		—			42.5			250.0			59.8			—			352.3
General and administrative		0.2			42.7			33.0			9.9			—			85.8
Facility exit costs		—			—			0.9			—			—			0.9
Depreciation and amortization		—			0.6			40.5			4.2			—			45.3
Total expenses		0.2			86.0			447.1			124.5			—			657.8
Income (loss) from continuing operations		(0.2	)		(86.0	)		161.2			(8.7	)		—			66.3
Interest income		—			—			0.1			0.2			—			0.3
Interest expense		(1.1	)		(138.9	)		(2.0	)		(0.8	)		—			(142.8	)
Interest income (expense) - intercompany		(0.7	)		0.2			0.1			0.4			—			—
Loss (gain) on extinguishment of debt		—			(6.9	)		10.4			—			—			3.5
Other expense, net		—			—			(0.4	)		—			—			(0.4	)
Income (loss) from continuing operations before    income taxes		(2.0	)		(231.6	)		169.4			(8.9	)		—			(73.1	)
Income tax benefit (provision)		—			(11.9	)		41.9			(2.8	)		—			27.2
Income (loss) from continuing operations,    net of tax		(2.0	)		(243.5	)		211.3			(11.7	)		—			(45.9	)
Income (loss) from discontinued operations,    net of tax		—			(31.9	)		53.4			—			—			21.5
Equity in income (loss) of subsidiaries		(23.2	)		252.2			(12.5	)		—			(216.5	)		—
Net income (loss)		(25.2	)		(23.2	)		252.2			(11.7	)		(216.5	)		(24.4	)
Less: net income attributable to non-    controlling interest		—			—			—			(0.8	)		—			(0.8	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	(25.2	)	$	(23.2	)	$	252.2		$	(12.5	)	$	(216.5	)	$	(25.2	)
Net income (loss)	$	(25.2	)	$	(23.2	)	$	252.2		$	(11.7	)	$	(216.5	)	$	(24.4	)
Currency translation adjustment, net of tax		6.2			6.3			(1.8	)		10.0			(14.4	)		6.3
Comprehensive income (loss)		(19.0	)		(16.9	)		250.4			(1.7	)		(230.9	)		(18.1	)
Less: comprehensive income attributable to non-    controlling interest		—			—			—			(0.9	)		—			(0.9	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	(19.0	)	$	(16.9	)	$	250.4		$	(2.6	)	$	(230.9	)	$	(19.0	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2016

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	620.4		$	121.6		$	—		$	742.0
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions		—			0.2			149.2			51.4			—			200.8
Operating costs		—			43.9			206.6			67.9			—			318.4
General and administrative		0.2			64.2			37.7			7.0			—			109.1
Facility exit costs		—			—			1.1			—			—			1.1
Depreciation and amortization		—			1.0			47.5			6.8			—			55.3
Total expenses		0.2			109.3			442.1			133.1			—			684.7
Income (loss) from continuing operations		(0.2	)		(109.3	)		178.3			(11.5	)		—			57.3
Interest income		—			—			0.4			0.1			—			0.5
Interest expense		(2.1	)		(69.6	)		(2.1	)		(1.0	)		—			(74.8	)
Interest income (expense) - intercompany		(0.7	)		(1.6	)		1.8			0.5			—			—
Other income, net		—			—			0.1			—			—			0.1
Income (loss) from continuing operations before    income taxes		(3.0	)		(180.5	)		178.5			(11.9	)		—			(16.9	)
Income tax benefit (provision)		—			(3.8	)		3.5			(3.1	)		—			(3.4	)
Income (loss) from continuing operations,    net of tax		(3.0	)		(184.3	)		182.0			(15.0	)		—			(20.3	)
Income (loss) from discontinued operations,    net of tax		—			(31.6	)		68.2			—			—			36.6
Equity in income (loss) of subsidiaries		18.7			234.6			(15.6	)		—			(237.7	)		—
Net income (loss)		15.7			18.7			234.6			(15.0	)		(237.7	)		16.3
Less: net income attributable to non-controlling    interest		—			—			—			(0.6	)		—			(0.6	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	15.7		$	18.7		$	234.6		$	(15.6	)	$	(237.7	)	$	15.7
Net income (loss)	$	15.7		$	18.7		$	234.6		$	(15.0	)	$	(237.7	)	$	16.3
Currency translation adjustment, net of tax		(9.5	)		(9.5	)		2.9			(1.4	)		8.1			(9.4	)
Comprehensive income (loss)		6.2			9.2			237.5			(16.4	)		(229.6	)		6.9
Less: comprehensive income attributable to non-    controlling interest		—			—			—			(0.7	)		—			(0.7	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	6.2		$	9.2		$	237.5		$	(17.1	)	$	(229.6	)	$	6.2

CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2018
(In millions)  

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	302.1		$	303.2		$	140.3		$	(1.1	)	$	(441.2	)	$	303.3
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.9			41.1			6.9			—			48.9
Payment-in-kind interest		—			88.7			—			—			—			88.7
Amortization of debt discount, financing costs and    carrying value adjustment		—			16.0			—			—			—			16.0
Provision for accounts receivable loss		—			—			0.7			0.2			—			0.9
Loss on extinguishment of debt		—			32.0			—			—			—			32.0
Gain on sale of business		—			(530.1	)		57.0			—			—			(473.1	)
Facility exit costs		—			—			3.9			0.4			—			4.3
Share-based compensation		—			1.7			—			—			—			1.7
Deferred income taxes		—			0.9			(2.7	)		(1.2	)		—			(3.0	)
Equity in (income) loss of subsidiaries		(303.2	)		(140.3	)		2.3			—			441.2			—
Net change in assets and liabilities:
Receivables		—			(10.6	)		34.7			5.5			—			29.6
Prepaid commissions		—			—			(1.6	)		(4.0	)		—			(5.6	)
Other current assets		—			(18.1	)		0.6			2.1			—			(15.4	)
Other non-current assets		—			(2.7	)		(20.6	)		0.1			—			(23.2	)
Accounts payable and accrued expenses		1.1			6.4			12.2			(7.4	)		—			12.3
Deferred revenue		—			(0.1	)		2.9			—			—			2.8
Income taxes receivable and payable		—			0.1			2.5			(3.7	)		—			(1.1	)
Other long-term liabilities		—			(2.9	)		(1.0	)		2.9			—			(1.0	)
Other, net		—			(20.4	)		67.6			(44.3	)		—			2.9
Net cash provided by (used in) operating    activities		—			(275.3	)		339.9			(43.6	)		—			21.0
Investing Activities
Capital expenditures		—			(2.6	)		(28.0	)		(1.5	)		—			(32.1	)
Acquisition related payments, net of cash acquired		—			(6.5	)		—			0.8			—			(5.7	)
Proceeds from sale of business, net of cash    transferred		—			542.5			(25.2	)		—			—			517.3
Intercompany receivables and payables		—			—			(304.7	)		—			304.7			—
Net cash provided by (used in) investing    activities		—			533.4			(357.9	)		(0.7	)		304.7			479.5
Financing Activities
Borrowings under revolving credit facility, net		—			45.0			—			—			—			45.0
Principal payments on borrowings		—			(506.7	)		(0.4	)		—			—			(507.1	)
Financing costs		—			(0.3	)		—			—			—			(0.3	)
Dividend paid to non-controlling interest		—			—			—			(0.9	)		—			(0.9	)
Intercompany dividend		—			0.3			0.4			(0.7	)		—			—
Intercompany receivables and payables		—			255.8			—			48.9			(304.7	)		—
Intercompany loans		—			6.9			(1.9	)		(5.0	)		—			—
Net cash provided by (used in) financing    activities		—			(199.0	)		(1.9	)		42.3			(304.7	)		(463.3	)
Effect of changes in exchange rates on cash, cash    equivalents and restricted cash		—			—			(0.6	)		(2.1	)		—			(2.7	)
Net increase (decrease) in cash, cash equivalents and    restricted cash		—			59.1			(20.5	)		(4.1	)		—			34.5
Cash, cash equivalents and restricted cash, beginning of    period		—			5.2			33.8			25.6			—			64.6
Cash, cash equivalents and restricted cash, end of period	$	—		$	64.3		$	13.3		$	21.5		$	—		$	99.1

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017
(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	(25.2	)	$	(23.2	)	$	252.2		$	(11.7	)	$	(216.5	)	$	(24.4	)
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.6			42.0			4.2			—			46.8
Payment-in-kind interest		—			41.7			—			—			—			41.7
Amortization of debt discount, financing costs    and carrying value adjustment		—			3.1			(3.2	)		—			—			(0.1	)
Provision for accounts receivable loss		—			—			1.5			3.3			—			4.8
Loss (gain) on extinguishment of debt		—			6.9			(10.4	)		—			—			(3.5	)
Facility exit costs		—			—			1.4			—			—			1.4
Share-based compensation		—			2.5			—			—			—			2.5
Deferred income taxes		—			(2.1	)		(20.0	)		0.1			—			(22.0	)
Equity in (income) loss of subsidiaries		23.2			(252.2	)		12.5			—			216.5			—
Net change in assets and liabilities:
Receivables		—			(0.4	)		(15.2	)		(5.3	)		—			(20.9	)
Prepaid commissions		—			—			(0.6	)		(5.2	)		—			(5.8	)
Other current assets		—			(12.5	)		6.6			6.7			—			0.8
Other non-current assets		—			(0.4	)		3.6			0.7			—			3.9
Accounts payable and accrued expenses		—			(6.0	)		2.0			(6.8	)		—			(10.8	)
Deferred revenue		—			(0.1	)		(5.2	)		(0.1	)		—			(5.4	)
Income taxes receivable and payable		—			—			(0.2	)		—			—			(0.2	)
Other long-term liabilities		—			0.7			(1.4	)		0.9			—			0.2
Other, net		—			(2.7	)		1.0			(1.7	)		—			(3.4	)
Net cash provided by (used in) operating    activities		(2.0	)		(244.1	)		266.6			(14.9	)		—			5.6
Investing Activities
Capital expenditures		—			(0.4	)		(36.8	)		(0.9	)		—			(38.1	)
Acquisition related payments, net of cash acquired		—			—			—			(0.4	)		—			(0.4	)
Intercompany receivables and payables		—			(1.2	)		(332.4	)		—			333.6			—
Net cash provided by (used in) investing    activities		—			(1.6	)		(369.2	)		(1.3	)		333.6			(38.5	)
Financing Activities
Proceeds from borrowings		—			1,539.6			—			—			—			1,539.6
Borrowings (repayments) under revolving credit facility,    net		—			55.0			—			—			—			55.0
Principal payments on borrowings		(11.6	)		(1,394.4	)		(128.7	)		—			—			(1,534.7	)
Financing costs		—			(29.3	)		—			—			—			(29.3	)
Proceeds from issuance of warrants		0.5			—			—			—			—			0.5
Dividend paid to non-controlling interest		—			—			—			(0.7	)		—			(0.7	)
Intercompany receivables and payables		11.6			222.5			1.2			98.3			(333.6	)		—
Intercompany loans		—			(151.8	)		234.8			(83.0	)		—			—
Intercompany dividends		—			0.3			0.7			(1.0	)		—			—
Capital contribution to subsidiary		—			—			(5.9	)		5.9			—			—
Net cash provided by (used in) financing    activities		0.5			241.9			102.1			19.5			(333.6	)		30.4
Effect of changes in exchange rates on cash, cash equivalents and    restricted cash		—			(0.1	)		1.4			2.0			—			3.3
Net increase (decrease) in cash, cash equivalents and restricted cash		(1.5	)		(3.9	)		0.9			5.3			—			0.8
Cash, cash equivalents and restricted cash, beginning of period		1.5			9.1			32.9			20.3			—			63.8
Cash, cash equivalents and restricted cash, end of period		—			5.2			33.8			25.6			—			64.6
Less: cash, cash equivalents and restricted cash of discontinued    operations, end of period		—			—			(15.2	)		—			—			(15.2	)
Cash, cash equivalents and restricted cash, end of    period	$	—		$	5.2		$	18.6		$	25.6		$	—		$	49.4

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	15.7		$	18.7		$	234.6		$	(15.0	)	$	(237.7	)	$	16.3
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.4			49.5			6.8			—			56.7
Amortization of debt discount, financing costs and    carrying value adjustment		—			(23.0	)		(8.4	)		—			—			(31.4	)
Provision for accounts receivable loss		—			—			0.2			—			—			0.2
Facility exit costs		—			—			0.8			—			—			0.8
Share-based compensation		—			3.7			—			—			—			3.7
Deferred income taxes		—			0.4			2.7			(0.7	)		—			2.4
Equity in (income) loss of subsidiaries		(18.7	)		(234.6	)		15.6			—			237.7			—
Net change in assets and liabilities:
Receivables		—			(0.7	)		(25.9	)		1.0			—			(25.6	)
Prepaid commissions		—			—			3.6			0.1			—			3.7
Other current assets		—			8.5			5.7			(0.7	)		—			13.5
Other non-current assets		—			0.2			(2.0	)		1.2			—			(0.6	)
Accounts payable and accrued expenses		2.5			(4.6	)		4.3			(6.6	)		—			(4.4	)
Deferred revenue		—			(0.1	)		(13.2	)		(1.1	)		—			(14.4	)
Income taxes receivable and payable		—			(0.6	)		0.1			0.2			—			(0.3	)
Other long-term liabilities		—			4.9			(0.9	)		(1.0	)		—			3.0
Other, net		—			3.2			0.5			(1.6	)		—			2.1
Net cash provided by (used in) operating    activities		(0.5	)		(223.6	)		267.2			(17.4	)		—			25.7
Investing Activities
Capital expenditures		—			(1.5	)		(29.9	)		(2.9	)		—			(34.3	)
Intercompany receivables and payables		(2.2	)		—			(245.9	)		—			248.1			—
Net cash provided by (used in) investing    activities		(2.2	)		(1.5	)		(275.8	)		(2.9	)		248.1			(34.3	)
Financing Activities
Principal payments on borrowings		—			(7.7	)		(0.1	)		—			—			(7.8	)
Dividend paid to non-controlling interest		—			—			—			(0.5	)		—			(0.5	)
Intercompany receivables and payables		—			245.8			—			2.3			(248.1	)		—
Intercompany loans		—			(34.6	)		27.5			7.1			—			—
Intercompany dividends		—			—			0.5			(0.5	)		—			—
Capital contribution to subsidiary		—			(0.3	)		(13.9	)		14.2			—			—
Net cash provided by (used in) financing    activities		—			203.2			14.0			22.6			(248.1	)		(8.3	)
Effect of changes in exchange rates on cash, cash    equivalents and restricted cash		—			—			(2.0	)		(1.9	)		—			(3.9	)
Net increase (decrease) in cash, cash equivalents and    restricted cash		(2.7	)		(21.9	)		3.4			0.4			—			(20.8	)
Cash, cash equivalents and restricted cash, beginning of    period		4.2			31.0			29.5			19.9			—			84.6
Cash, cash equivalents and restricted cash, end of period		1.5			9.1			32.9			20.3			—			63.8
Less: cash, cash equivalents and restricted cash of    discontinued operations, end of period		—			—			(16.7	)		—			—			(16.7	)
Cash, cash equivalents and restricted cash, end of    period	$	1.5		$	9.1		$	16.2		$	20.3		$	—		$	47.1

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Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

22. SUBSEQUENT EVENTS

Liquidity and Capital Resources

On February 19, 2019, a cash interest payment of approximately $22.2 million was due under the Existing Credit Agreement. On February 26, 2019, Affinion entered into a forbearance agreement (the “First Forbearance Agreement”) with the requisite lenders under the Existing Credit Agreement in which such requisite lenders agreed to forbear from taking any action with respect to the failure of Affinion to pay interest on the loans as required under the Existing Credit Agreement on February 19, 2019, (the “Interest Payment Date”) that would otherwise constitute a default under the Existing Credit Agreement and constitute an event of default under Section 7.01(c) of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date until the earlier of March 5, 2019 and the occurrence of a termination event under the First Forbearance Agreement.

On March 1, 2019, Affinion entered into a forbearance agreement (the “Second Forbearance Agreement”) in connection with the Support Agreement with the requisite lenders under the Existing Credit Agreement in which such requisite lenders agreed to forbear from taking any action with respect to the failure of Affinion to (i) pay interest on the loans as required under the Existing Credit Agreement on the Interest Payment Date that would otherwise constitute a default under the Existing Credit Agreement and constitute an event of default under Section 7.01(c) of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date, (ii) deliver audited financial statements for the fiscal year ended December 31, 2018 that are not qualified in any material respect on or prior to the date that is 90 days after December 31, 2018 that would otherwise constitute a default and, if not remedied within 5 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default and (iii) comply with the requirements of Section 5.13 of the Existing Credit Agreement that would otherwise constitute a default and, if not remedied within 30 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default, in each case until June 3, 2019. On March 22, 2019, Affinion entered into an amendment to the Second Forbearance Agreement to add to the list of specified defaults and/or events of default under the Existing Credit Agreement with respect to which requisite lenders agree to forbear from taking any action until the earlier of June 3, 2019 and certain events of termination, the failure of Affinion to make any additional scheduled payments of interest and principal under the Existing Credit Agreement through June 3, 2019.

2019 Recapitalization

On March 4, 2019, noteholders of Affinion’s outstanding 2017 Notes, which collectively held, as of such date, approximately $647 million (95%) aggregate principal amount of the outstanding 2017 Notes (“Consenting Noteholders”), and the lenders holding approximately $904 million (96%) aggregate principal amount of the outstanding term loans and revolving loans under the Existing Credit Agreement (as defined below) (the “Consenting Lenders” and together, with the Consenting Noteholders and the Second Lien Commitment Parties, the “Consenting Stakeholders”) entered into an amended and restated support agreement (the “Support Agreement”) with Affinion Holdings, Affinion and certain other subsidiaries of the Company. Among other things, the Support Agreement contemplated (i) a private offer to exchange (the “2019 Exchange Offer”) outstanding 2017 Notes for shares of Affinion Holdings’ Class M common stock, par value $0.01 per share (“Class M Common Stock”), which shares of Class M Common Stock were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger (as described below) into shares of common stock (“New Common Stock”), par value $0.000001 per share, of Affinion Holdings as the surviving entity, (ii) entry into the Amended Credit Agreement, (iii) a rights offering (the “2019 Rights Offering”) giving tendering holders of the 2017 Notes and certain holders of Existing Common Stock the right to purchase an aggregate principal amount of $300.0 million of Affinion’s new Senior PIK Notes due 2024 (the “New Notes”) for an aggregate cash purchase price of $300.0 million and (iv) the Second Lien Commitment Parties agreed to waive certain conditions and requirements under the Second Lien Commitment Letter and agreed to amend terms relating to the repayment of amounts outstanding under the Second Lien Facility and related fees, if funded, as set forth in the Support Agreement (collectively, the “2019 Recapitalization”). Pursuant to the Support Agreement, each of the Consenting Noteholders agreed to tender its 2017 Notes in the 2019 Exchange Offer in exchange for the Class M Common Stock, New Penny Warrants, as applicable, and the right to participate in its pro rata share of the 2019 Rights Offering.

On April 10, 2019, Affinion Holdings completed the 2019 Recapitalization. To the extent that the issuance of New Common Stock to any investor or group of investors (whether as a result of participation in the 2019 Exchange Offer, the 2019 Pre-Emptive Rights Offer or pursuant to the Investor Purchase Agreement (as defined below)) would require the consent of, or notice to, any governmental authority (including the U.K. Financial Conduct Authority), and such consent or notice has not been obtained or delivered prior to the settlement of the 2019 Exchange Offer, new penny warrants (“New Penny Warrants”) were issued in lieu of shares of New Common Stock. Pursuant to the 2019 Exchange Offer, approximately $670.8 million of the 2017 Notes were exchanged for 725,678 shares of New Common Stock and 10,522,940 New Penny Warrants. Upon closing of the 2019 Exchange Offer, there remained outstanding approximately $10.7 million aggregate principal amount of the 2017 Notes. Previously, on March 20, 2019, Affinion entered into Supplemental Indenture No. 1 (the “Supplemental Indenture”) between Affinion and Wilmington Trust, National Association, as trustee, to the 2017 Notes Indenture. The Supplemental Indenture, which became operative on April 10, 2019, amended the 2017 Notes Indenture by (a) eliminating substantially all of the restrictive covenants, (b) making amendments to certain existing terms and (c) eliminating certain events of default and related provisions contained in the 2017 Notes Indenture.

As part of the 2019 Recapitalization, Affinion Holdings and Affinion jointly conducted the 2019 Rights Offering. The 2019 Rights Offering was for an aggregate principal amount of $300.0 million of New Notes. In connection with the 2019 Rights Offering, affiliates of Elliott Management Corporation (“Elliott”), Metro SPV LLC, an affiliate of ICG Strategic Equity Advisors LLC (“Metro SPV”), Mudrick Capital Management, LP (“Mudrick”), affiliates of Empyrean Capital Partners, L.P. (“Empyrean”) and Corbin Capital Partners, L.P. (collectively, in such capacity, the “Financing Parties”) entered into the amended and restated investor purchase agreement (the “Investor Purchase Agreement”) with Affinion Holdings and Affinion, whereby the Financing Parties (or affiliates of the Financing Parties) agreed to purchase from Affinion an aggregate principal amount of New Notes that were unpurchased in the 2019 Rights Offering. On the closing of the 2019 Exchange Offer, Affinion and Affinion Holdings paid the Financing Parties, in accordance with the terms of the Investor Purchase Agreement, a financing premium of (i) $57.0 million in aggregate principal amount of New Notes and (ii) New Common Stock equal to 12.5% of the outstanding New Common Stock, after giving effect to the 2019 Exchange Offer, the Merger, the 2019 Pre-Emptive Rights Offer and the payment of such financing premium (but before giving effect to any dilution from a new management incentive plan (the “New MIP”) and the New Investor Warrants (as defined below)). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes, of which, together with $5.0 million previously held in escrow from the net proceeds of the ABG Sale, $153.0 million was used to pay accrued interest on our Term Loans (as defined within the Existing Credit Agreement) and to repay a portion of our Term Loans, $108.4 million was used to repay amounts outstanding under our Revolving Facility Loans (as defined within the Existing Credit Agreement) under the Existing Credit Agreement, including accrued interest, and $16.3 million was used to pay costs associated with the 2019 Recapitalization.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

In connection with the 2019 Exchange Offer, on February 28, 2019, the holders of 66-2/3% of the issued and outstanding warrants (the “2017 Warrants”) to purchase common stock, par value $0.01 per share, of Affinion Holdings (the “Existing Common Stock”), issued pursuant to that certain Warrant Agreement, dated as of May 10, 2017, by and between Affinion Holdings and American Stock Transfer & Trust Company, LLC, as transfer agent (the “2017 Warrant Agreement”), consented to an amendment to the 2017 Warrant Agreement as a result of which the 2017 Warrants, if unexercised, were mandatorily cashlessly exercised immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger (as defined below). Certain Consenting Stakeholders exercised their warrants using full physical settlement, subject to, and effective immediately following, the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger. In addition, Metro SPV LLC exercised for cash its Limited Warrant effective immediately following the consummation of the 2019 Exchange Offer but immediately prior to the consummation of the Merger.

Immediately following the consummation of the 2019 Exchange Offer and the exercises of the 2017 Warrants and the Limited Warrant, AGHI Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Affinion Holdings (“Merger Sub”), merged with and into Affinion Holdings with Affinion Holdings as the surviving entity (the “Merger”). The Merger was approved by the board of directors and stockholders of each of Affinion Holdings and Merger Sub. As a result of the Merger, (i) each holder of Class C Common Stock, par value $0.01 per share, of Affinion Holdings or Class D Common Stock, par value $0.01 per share, of Affinion Holdings (the “Class C/D Common Stock”) received for each share of Class C/D Common Stock cash equal to $0.01 per share of Class C/D Common Stock held thereby, (ii) each holder of Existing Common Stock, including as a result of the exercise of 2017 Warrants and the Limited Warrant as described above, received for each share of Existing Common Stock 0.089809 New Investor Warrants to be issued by Affinion Holdings (the “New Investor Warrants”) and (iii) each holder of Class M Common Stock received for each share of Class M Common Stock one share of New Common Stock of the surviving entity. In connection with the issuance of the Class M Common Stock, the Company and its stockholders approved an amendment to Affinion Holdings’ Fourth Amended and Restated Certificate of Incorporation to create a new class of common stock, designated as “Class M Common Stock,” having par value $0.01 per share (the “Charter Amendment”) and Fourth Amended and Restated By-laws to make them consistent with the Charter Amendment.

Pursuant to the New Investor Warrant Agreement, dated as of April 10, 2019, by and between Affinion Holdings and American Stock Transfer & Trust Company, LLC, as warrant agent, each New Investor Warrant is exercisable for one share of New Common Stock at any time, subject to required regulatory approval and filings. In order to exercise its New Investor Warrant, a holder of New Investor Warrants will need to submit an exercise notice to Affinion Holdings, together with the exercise price equal of $67.12 per share. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by Affinion Holdings on the fifth year anniversary of the initial issuance thereof, for $0.01 per share. New Investor Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority. The New Investor Warrants will not be entitled to participate in dividends on New Common Stock but instead will benefit from customary anti-dilution protections that result in an adjustment of the conversion price when and if dividends, distributions or stock buy-backs are effected. In addition to the anti-dilution adjustments to exercise price in the event of dividends and distributions declared and paid on New Common Stock, the New Investor Warrant has limited and customary anti-dilution adjustments for stock dividends, splits, reverse-splits, reclassifications, reorganizations and similar transformative transactions that alter, amend or modify the New Common Stock.

Upon exercise of New Investor Warrants, such holders will be required to execute joinders to the New Stockholders Agreement.

The consummation of the 2019 Recapitalization resulted in an “ownership change” for the Company pursuant to Section 382 of the Internal Revenue Code. This substantially limits our ability to use our pre-change net operating loss carryforwards (including those attributable to the 2005 Acquisition) and certain other pre-change tax attributes.

The Amended Credit Agreement

In connection with the consummation of the 2019 Recapitalization on April 10, 2019 (the “Closing Date”), Affinion entered into certain amendments to the Existing Credit Agreement (so amended, the “Amended Credit Agreement”) to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement. The Revolving Facility Lenders (as defined in the Existing Credit Agreement) and the Consenting Lenders agreed to extend the maturity of all Revolving Facility Loans (as defined in the Existing Credit Agreement) and such Consenting Lender’s outstanding Term Loans (so extended, the “2019 Term Loans”), as applicable, and consent to the proposed modifications with respect thereto in accordance with the terms and subject to the conditions set forth in the Fifth Amendment to the Existing Credit Agreement (the “Fifth Amendment”); upon the consummation of the 2019 Recapitalization, Term Loans held by Term Lenders (as defined in the Existing Credit Agreement) that did not agree to extend their Term Loans into 2019 Term Loans were deemed a separate tranche from the 2019 Term Loans (such Term Loans to be referred to as the “Non-Extended Term Loans”), and the Revolving Facility Commitments were reduced to $85.0 million.

The material terms of the Amended Credit Agreement are the following:  

The Amended Credit Agreement provides for quarterly amortization payments of the 2019 Term Loans totaling (i) for the first 3 years following the Fifth Amendment Effective Date, 0% per annum, (ii) for the fourth year following the Fifth Amendment Effective Date, 1.0% per annum and (iii) for each year thereafter 2.5% per annum, in each case, payable quarterly, with the balance payable upon the final maturity date. The 2019 Term Loans mature on April 10, 2024. The Revolving Facility Commitments under the Amended Credit Agreement mature on April 10, 2023. The Non-Extended Term Loans continue to be subject to an amortization schedule consistent with that set forth in the Existing Credit Agreement.

In addition, the Amended Credit Agreement requires Affinion to prepay outstanding term loans with:

• 100% of the net cash proceeds of asset sales and dispositions in excess of an amount per transaction and in the aggregate per fiscal year, subject, to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from any insurance or condemnation event, subject to the ability to reinvest a portion of such net cash proceeds;

• 100% of the net cash proceeds from extraordinary and non-recurring cash receipts in excess of an amount per receipt;

• 50% of Affinion’s excess cash flow beginning with the fiscal year ending December 31, 2019; and

• 100% of the net cash proceeds received from issuances of debt, subject to certain exclusions including certain debt permitted to be incurred under the Amended Credit Agreement.

The terms of the Amended Credit Agreement allow Affinion to permanently reduce the revolving loan commitments at any time without premium or penalty, subject to the payment of customary LIBOR breakage costs, if any, and provided that the commitments may not be reduced below the aggregate outstanding amount of revolving loans and letters of credit. In addition, Affinion will be able to terminate the Amended Credit Agreement upon prior written notice, and, in some cases, be able to revoke such notice. Upon termination, Affinion will be required to repay all obligations outstanding under the Amended Credit Agreement and to satisfy all outstanding letter of credit obligations. Voluntary prepayments of 2019 Term Loans will be subject to (i) a make-whole premium for prepayments on or prior to the second anniversary of the Closing Date, and (ii) a prepayment premium of 103% of the principal amount prepaid after the second anniversary but on or prior to the third anniversary of the Closing Date. Voluntary prepayments of the Non-Extended Term Loans will continue to be subject to the premiums set forth in the Existing Credit Agreement.

The interest rates are based on, at Affinion’s option, with respect to (A) 2019 Term Loans, (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 5.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00% (“ABR”), in each case plus 4.75% (of which, from the Closing Date through the third anniversary thereof, 1.75% may be paid in kind, thereafter through the fourth anniversary thereof, 1.25% may be paid in kind, and thereafter, 0.75% may be paid in kind), and (B) revolving loans under the Amended Credit Agreement (x) the higher of (i) adjusted LIBOR and (ii) 1.00%, in each case plus 4.00%, or (y) the highest of (i) the prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.00%, in each case plus 3.00%.  The interest rates for the Non-Extended Term Loans will continue to be the same as those set forth in the Existing Credit Agreement.

Additionally, if any amount payable under the Amended Credit Agreement is not paid when due, (i) all overdue amounts owing under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0% or at the ABR plus the applicable margin plus an additional 2.0% if no rate is otherwise applicable thereto and (ii) all other principal amounts outstanding under the Amended Credit Agreement will bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.0%.

Affinion has the option of requesting that loans be made as LIBOR loans, converting any part of outstanding ABR loans (other than swingline loans) to LIBOR loans and converting any outstanding LIBOR loan to an ABR loan, subject to the payment of LIBOR breakage costs. With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.

Affinion’s obligations under the Amended Credit Agreement continue to be guaranteed by Affinion Holdings and by each of Affinion’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions, and certain existing and subsequently acquired foreign subsidiaries, subject to certain exceptions.

The Amended Credit Agreement continues to be secured to the extent legally permissible by substantially all the assets of (i) Affinion Holdings, which continue to consist of a perfected first-priority pledge of all Affinion’s capital stock and (ii) Affinion and the subsidiary guarantors, including but not limited to: (a) a first-priority pledge of substantially all capital stock held by Affinion or any subsidiary guarantor (which pledge, with respect to stock of certain foreign subsidiaries, may be limited to 100% of the non-voting stock (if any) of such foreign subsidiaries and 65% of the voting stock of such foreign subsidiaries) and (b) perfected first-priority security interests in substantially all tangible and intangible assets of Affinion and each subsidiary guarantor, subject to certain exceptions.

The Amended Credit Agreement contains financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the Amended Credit Agreement include, among other things, limitations (all of which are subject to certain exceptions) on Affinion’s and its restricted subsidiaries’ (and in certain cases, Affinion Holdings’) ability to:

• declare dividends and make other distributions;

• redeem or repurchase Affinion’s or such restricted subsidiary’s capital stock;

• prepay, redeem or repurchase certain of Affinion’s or such restricted subsidiary’s junior indebtedness;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• grant liens;

• enter into sale-leaseback transactions;

• modify the terms of subordinated debt (and certain senior unsecured debt);

• enter into agreements that would restrict the ability of Affinion’s subsidiaries to pay dividends;

• change Affinion’s or such restricted subsidiary’s business or the business of its subsidiaries;

• merge or enter into acquisitions;

• sell Affinion’s or such restricted subsidiary’s assets; and

• enter into transactions with Affinion’s affiliates.

In addition, the Amended Credit Agreement requires Affinion to comply with a maximum Senior Secured Leverage Ratio (as defined in the Amended Credit Agreement) beginning with the fiscal quarter ending on September 30, 2020.

The events of default under the Amended Credit Agreement include, among others, nonpayment, material misrepresentations, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined in the Amended Credit Agreement) and cross-events of defaults and acceleration on material indebtedness. Upon the occurrence of an event of default and the acceleration of the outstanding term loans under the Amended Credit Agreement (including, without limitation, by way of automatic acceleration), the applicable prepayment premium that would have been due if the term loans were optionally prepaid at such time shall also become due and payable.

The New Notes

On April 10, 2019, Affinion issued $357.0 million aggregate principal amount of New Notes under a new indenture (the “New Notes Indenture”) by and among Affinion, the guarantors party thereto and GLAS Trust Company LLC, as trustee.

The New Notes are unsecured senior obligations of Affinion, as issuer, and each of Affinion Holdings’ and Affinion’s restricted subsidiaries that guarantee the Amended Credit Agreement (collectively, the “Guarantors”), as guarantors; provided that the obligations of any Guarantor that is organized in any jurisdiction other than the United States or the United Kingdom with respect to its guarantee is subordinated in right of payment to the prior payment in full in cash of all obligations under the Amended Credit Agreement (as amended, restated, amended and restated, supplemented, refinanced, replaced or otherwise modified). The New Notes will mature on October 10, 2024, at their principal amount, plus accrued and unpaid interest to, but not including, the maturity date.

Interest on the New Notes accrues at a rate per annum of 18.00%. Interest on the New Notes will be payable semi-annually in arrears on April 10 and October 10, commencing on October 10, 2019. The Company will make each interest payment to the holders of record of the New Notes on the March 26 or September 25 record date immediately preceding the related interest payment date. The New Notes will accrue interest from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 10, 2024, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will be payable on the New Notes by increasing the principal amount of each holder’s New Notes in the register by an amount equal to the amount of interest for the applicable interest period (rounded up to the nearest whole dollar) for such holder’s New Notes (the “PIK Payment”). Following an increase in the principal amount of New Notes as a result of a PIK Payment, such New Notes will bear interest on such increased principal amount from and after the interest payment date in respect of which such PIK Payment was made.

Affinion may redeem the New Notes, at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Subject to the terms of the Amended Credit Agreement, at any time, upon a Change of Control (as defined in the New Indenture), holders have the right to require Affinion to make an offer to purchase the holders’ New Notes, in each case at a purchase price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The New Indenture contains certain covenants that limit Affinion’s ability and the ability of its restricted subsidiaries to, among other things, (i) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock; (ii) pay dividends or make distributions; (iii) repurchase or redeem capital stock of Affinion or any parent of Affinion or subordinated indebtedness of Affinion or any restricted subsidiary of Affinion; (iv) make investments or acquisitions; (v) incur restrictions on the ability of certain of Affinion’s subsidiaries to pay dividends or to make other payments to Affinion; (vi) enter into transactions with affiliates; (vii) create liens; (viii) merge or consolidate with other companies or transfer all or substantially all of Affinion’s assets; and (ix) prepay, redeem or repurchase debt that is junior in right of payment to the New Notes.  In addition, the covenants restrict Affinion Holdings’ ability to engage in certain businesses or business activities. Affinion is also required to deliver financial statements of Affinion and its restricted subsidiaries.

The New Indenture also provides that if the Consolidated Net Leverage Ratio of Affinion on the maturity date of the New Notes is greater than or equal to 8.50 to 1.00, then, in lieu of Affinion making any required principal payment on the New Notes on such maturity date, the holders of a majority in aggregate principal amount of the New Notes outstanding may, with the consent of the Company elect to convert the then outstanding principal amount of the New Notes into New Common Stock, equal to a percentage of the fully diluted equity of the Company (calculated prior to dilution from the issuance of any New Common Stock, or securities convertible into New Common Stock, in each case issued under the New MIP), calculated by multiplying (A) 99.9999 by (B) (1) the aggregate outstanding principal amount of New Notes and any additional New Notes issued under the indenture (calculated after giving effect to any PIK Payments) as of such date divided by (2) the aggregate principal amount of New Notes and any additional New Notes issued under the indenture (including 18% PIK interest paid semi-annually on such New Notes and additional New Notes from the date of issuance thereof to the maturity date).

The Company is evaluating the accounting for the 2019 Recapitalization, including the treatment of debt issuance costs, for which there will be significant charges that impact future periods.

New Warrant Agreement; New Penny Warrants

In connection with the 2019 Exchange Offer and the Investor Purchase Agreement, on April 10, 2019, Affinion Holdings entered into a Warrant Agreement with American Stock Transfer & Trust Company, LLC, as warrant agent (the “New Warrant Agreement”), setting forth the terms of the New Penny Warrants to purchase shares of New Common Stock. Pursuant to the terms of the Warrant Agreement, the New Penny Warrants are immediately exercisable upon issuance and will have no stated expiration date. Each New Penny Warrant is exercisable for one share of New Common Stock at a price equal to $0.000001.

The New Penny Warrants contain customary provisions for the adjustment of the number of shares of New Common Stock issuable upon exercise in the event of the occurrence of any organic dilutive (or anti-dilutive) events, including, but not limited to, splits, combinations, stock dividends and similar transactions, as well as in the event of dividends or distributions in respect of New Common Stock to the extent that holders of New Penny Warrants are not permitted to participate on an as-exercised basis.

The New Penny Warrants will be immediately exercisable upon issuance and will have no stated expiration date. All of the New Penny Warrants will be mandatorily exercised no later than two business days after Elliott having received all regulatory approvals of, and submitted all required notices to, any governmental entity whose consent from, or notice to, is required for Elliott’s exercise of its New Penny Warrants. New Penny Warrants will not be exercisable if the recipient of the New Common Stock to be issued upon exercise has failed to obtain any required consents or waivers from, or failed to file any required notices with, any applicable governmental agency, including the U.K. Financial Conduct Authority.

Holders of exercisable New Penny Warrants will be entitled to participate in dividends on an as-exercised basis. Holders of New Penny Warrants will not be entitled to any other rights of holders of New Common Stock until, and to the extent, they have validly exercised their New Penny Warrants. Upon exercise, such holders will be required to execute signature pages to the New Stockholders Agreement.

Neither the New Penny Warrants nor the New Common Stock issuable upon the exercise thereof were registered under the Securities Act or any state or foreign securities laws, but were instead issued in reliance upon exemptions from the registration requirements of the Securities Act. As a result, neither the New Penny Warrants nor the shares of New Common Stock issuable upon the exercise thereof may be offered or sold within the United States, or to, or for the account or benefit of, any United States person absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

New Registration Rights Agreement

On April 10, 2019, the Company and certain investors holding at least 7% of the New Common Stock on a fully diluted basis, including the Consenting Stakeholders, entered into the New Registration Rights Agreement, pursuant to which Affinion Holdings has granted the holders the right, under certain circumstances and subject to certain restrictions, to require Affinion Holdings to register under the Securities Act the shares of New Common Stock that are held or acquired by them, replacing the A&R Registration Rights Agreement that was terminated in connection with the Merger. The New Registration Rights Agreement is substantively similar to the A&R Registration Rights Agreement, except that there shall be no registration rights prior to an IPO.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation — On October 17, 2005, Cendant Corporation (“Cendant”) completed the sale of the Cendant Marketing Services Division to Affinion Group, Inc. (“Affinion”), a wholly-owned subsidiary of Affinion Group Holdings, Inc. (the “Company” or “Affinion Holdings”) and an affiliate of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), pursuant to a purchase agreement dated July 26, 2005 for approximately $1.8 billion (the “Apollo Transactions”).

All references to Cendant refer to Cendant Corporation, which changed its name to Avis Budget Group, Inc. in August 2006, and its consolidated subsidiaries, specifically in the context of its business and operations prior to, and in connection with, the Company’s separation from Cendant.

Business Description

Business Description — The Company develops programs and solutions that motivate and inspire loyalty. Through our proprietary technology platforms and end-to-end customer service capabilities, we design, administer and fulfill loyalty and customer engagement programs and solutions that strengthen and expand the value of relationships for many of the world’s largest and most respected companies. Our programs and solutions include:

• Loyalty solutions that help reward, motivate and retain consumers. We create and manage any and all aspects of our clients’ points-based loyalty programs, including design, platform, analytics, points management and fulfillment. Our loyalty solutions offer relevant, best-in-class rewards (such as travel, gift cards and merchandise) to consumers enabling clients to motivate, retain and thank their best customers. For example, our platform and technology support points-based programs for financial services, automotive, gaming, travel and hospitality companies.

• Customer engagement programs and solutions that address key consumer needs such as greater peace of mind and meaningful savings for everyday purchases. We provide these solutions to leading companies in the financial institution, telecommunications, e-commerce, retail and travel sectors globally. These differentiated programs help our clients enrich their offerings to drive deeper connections with their customers, and to encourage their customers to engage more, stay loyal and generate more revenue for our clients. For example, we develop and manage programs such as identity theft protection, credit monitoring, savings on everyday purchases, concierge services, discount travel services and roadside assistance.

In 2016, we implemented a globalized organizational structure (the “Global Reorganization”) to better support our key strategic initiatives and enhance long-term revenue growth. This organizational structure allows us to combine similar lines of business on common platforms and shared infrastructures on a global basis to drive best practices and efficiencies with meaningful cost savings. In addition, we no longer materially invest in lines of business that we believe are not essential to our long-term growth prospects. We remain committed to our business strategy of pursuing initiatives that maintain and enhance our position as a global leader in loyalty and customer engagement solutions. The implementation of the Global Reorganization marked a major step in our strategic plan and ongoing transformation into a pure-play loyalty solutions company. See Note 19—Segment Informationfor additional information concerning our segment results and Note 6—Intangible Assets and Goodwill for additional information concerning the allocation of goodwill among our operating segments.

We have the following three operating segments:

• Global Loyalty.  This segment consists of all of our loyalty assets globally in which we are a provider of end-to-end loyalty solutions that help clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels.

• Global Customer Engagement.  This segment consists of our customer engagement business, in which we are a leading global solutions provider that delivers a flexible mix of benefits and services for our clients that meet customers’ needs, including products that are designed to help consumers save money and gain peace of mind.

• Legacy Membership and Package.  This segment consists of certain global membership and package programs that are no longer being actively marketed but continue to be serviced and supported and also includes the domestic Package business. This segment includes membership programs that were marketed with many of the Company’s large domestic financial institution partners. Although the Company will continue to service these members, it expects that cash flows and revenues will decrease over time due to the anticipated attrition of the member base in this operating segment.

Liquidity

Liquidity — In accordance with Accounting Standards Codification Topic 205-40, Going Concern, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements are issued. In connection therewith, management evaluated relevant conditions and events known at the date these consolidated financial statements were issued, including the consummation of the 2019 Recapitalization (as defined below) which resulted in, among other effects (i) an approximately $39.3 million reduction in estimated cash interest costs for 2019, (ii) $27.3 million of additional liquidity upon closing, (iii) the elimination of principal amortization payments due on 2019 Term Loans (as defined in the Amended Credit Agreement) through December 31, 2021 and (iv) certain amendments to financial covenant requirements, as well as the impact of the loss of one of the Company’s top five Global Loyalty clients during 2018 and our overall liquidity needs. After consideration of these relevant conditions and events, among others, Management concluded that the 2019 Recapitalization alleviated the substantial doubt regarding the Company’s ability to continue as a going concern within one year from the date that these consolidated financial statements were issued that had existed prior to the consummation of the 2019 Recapitalization.

On April 10, 2019, (i) Affinion Holdings and Affinion completed a private offer to exchange (the “2019 Exchange Offer”) its outstanding Senior Cash 12.5% / PIK Step-Up to 15.5% notes due 2022 (the “2017 Notes”) for shares of Affinion Holdings’ Class M common stock, par value $0.01 per share (“Class M Common Stock”), which shares of Class M Common Stock were converted immediately following the consummation of the 2019 Exchange Offer as a result of the Merger into shares of common stock (“New Common Stock”), par value $0.000001 per share, of Affinion Holdings as the surviving entity, (ii) Affinion entered into the Amended Credit Agreement (as defined below) and (iii) Affinion Holdings and Affinion completed a rights offering (the “2019 Rights Offering”) giving tendering holders of the 2017 Notes and certain holders of Existing Common Stock the right to purchase an aggregate principal amount of $300.0 million of Affinion’s new Senior PIK Notes due 2024 (the “New Notes”) for an aggregate cash purchase price of $300.0 million (collectively, the “2019 Recapitalization”). Pursuant to the 2019 Rights Offering and the Investor Purchase Agreement, Affinion received gross cash proceeds of $300.0 million in exchange for $300.0 million aggregate principal amount of New Notes, of which, together with $5.0 million previously held in escrow from the net proceeds of the ABG Sale, $153.0 million was used to pay accrued interest on our Term Loans (as defined within the Existing Credit Agreement) and to repay a portion of our Term Loans, $108.4 million was used to repay amounts outstanding under our Revolving Facility Loans (as defined within the Existing Credit Agreement) under the Existing Credit Agreement, including accrued interest, and $16.3 million was used to pay costs associated with the 2019 Recapitalization.

In connection with the consummation of the 2019 Recapitalization, on April 10, 2019, we entered into certain amendments to the Existing Credit Agreement  (so amended, the “Amended Credit Agreement”) to (i) obtain an extension of the maturity of the Revolving Facility Commitments (as defined in the Existing Credit Agreement) and Term Loans (as defined in the Existing Credit Agreement) existing immediately prior to the consummation of the 2019 Recapitalization and (ii) modify certain other provisions in the Existing Credit Agreement.

See Note 22—Subsequent Events for additional information on the 2019 Recapitalization, including entry into the Amended Credit Agreement and the issuance of the New Notes.

Consolidation

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights and commercial business relationships. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s consolidated results of operations. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated.

On July 3, 2018, the Company, Affinion Group, LLC, a Delaware limited liability company (the “Seller”) and indirect wholly-owned subsidiary of the Company, and Affinion Benefits Group, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (“ABG”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AIS Holdco, LLC (the “Purchaser”), an entity controlled by investment funds managed by affiliates of Mill Point Capital Partners, L.P., pursuant to which the Purchaser would acquire the insurance division of the Company by acquiring the outstanding membership interests of ABG as set forth in the Purchase Agreement (the “ABG Sale”).  The ABG Sale represented a strategic shift that will have a major effect on the Company’s operations and financial results, and therefore, is presented as discontinued operations.

Share-Based Compensation

Share-Based Compensation

For all share-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as equity awards, the Company recognizes compensation expense based on estimated fair values on the date of grant. For all share-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as liability awards, the Company recognizes compensation expense, based on estimated fair value at each reporting date. The Company recognizes forfeitures as they occur. Compensation expense is recognized ratably over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The requisite service period is generally the vesting period. Stock compensation expense is included in general and administrative expense in the accompanying consolidated statements of comprehensive income (loss).

Revenue Recognition

Revenue Recognition

The Company generates revenues from our clients through our Global Loyalty segment by designing (management, analytics and customer experience) and administering points-based loyalty programs on a platform licensing, fee-for-service basis. The Company typically charges a per-subscriber and/or a per-activity administrative fee to clients for our services. In addition, commissions may be earned from our suppliers and/or a transaction fee from our clients based on volume for enabling or executing transactions such as fees generated from loyalty points related purchases and redemption. In most circumstances, revenue is recognized net of the cost of fulfillment.

The Company generates revenues through our Global Customer Engagement segment in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is a fee-for-service or transactional based model. In the revenue enhancement model, we provide incremental services for our clients to monetize their customer base. We also partner with clients to customize benefits that resonate with their brand and their customers’ needs. In the engagement solutions model, we help clients differentiate their products and build strong customer relations. We also bundle appropriate rewards and benefits along the lifecycle of clients’ customers to create intimate, reciprocal connections that drive purchase decisions, interaction and participation over time.

The Company generates revenues through our Legacy Membership and Package segment for desired customer engagement programs and solutions typically through a licensing and/or per user fee. In other arrangements, we generate revenues though the sale of our value-added subscription-based programs and solutions to the customers of our clients whom we bill on a monthly, quarterly or annual basis.

Impact of New Standard — The adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) affected the Company’s Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments. Within the Global Loyalty segment, the Company has contracts with certain clients that have annual revenue-sharing and tiered pricing components (variable consideration arrangements) based on transaction volumes. Under prior guidance, revenue was recognized as the Company achieved those contractual tiers. Under ASC 606, revenue derived from these revenue-sharing and tiered pricing contracts is recognized based upon an estimate of the Company’s ability to achieve those contractual tiers during each annual measurement period. Based on the Company’s estimates of reaching different contractual tiers, a portion of the estimated annual revenue is deferred to a future period within the annual measurement period as these contract features provide a material right to the Company’s clients. Within the Company’s Global Customer Engagement segment, payments made by our customers for the provision of services were amortized over the length of the contract under prior guidance. Under ASC 606, the Company has reduced its amortization period to include only the non-cancellable period of the contract, though where the cancellation of a contract would be cost prohibitive to the customer, the Company may amortize its revenue beyond the non-cancellable period. Lastly, within the Legacy Membership and Package segment, certain members are entitled to a full membership refund throughout their entire membership term, regardless of when they cancel. Under prior guidance, the Company would defer revenue recognition for these members until their term is complete. Under ASC 606, revenue is recognized over time in a manner that reflects the timing of transfer of goods and services to these customers.

Performance Obligations — Within the Global Loyalty segment, we provide end-to-end loyalty solutions that help our clients reward, enrich, motivate and retain customers, including program design, points management and administration, and broad-based fulfillment and redemption across multiple channels. For our fulfillment and redemption services, our clients typically pay us on a cost-per-transaction basis for which we recognize revenue at a point in time as a transaction occurs. For our administrative services, our clients typically pay a fixed fee for which we recognize revenue over time as the services rendered are consistent throughout the performance period. The different services we provide are a single performance obligation covering a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Hence, we have determined that the nature of our promise is to provide one overall end-to-end loyalty service and, as such, each day of service is substantially the same. Accordingly, revenue is recognized ratably over time.

For our travel and gift card fulfillment services we typically act as an agent, as our performance obligation is to ensure the transfer of goods or services on behalf of our clients. Under these arrangements, we earn revenue in the form of commissions. We are required to estimate variable consideration for any contracts with our clients that have revenue-sharing or tiered pricing components related to transaction volumes. In these cases, we defer recognizing a portion of our revenue to a future period as these contract features provide a material right to our clients in the form of an accumulating benefit. In deriving our estimates, we consider client-specific historical trends, the economic environment, industry trends and other objective evidence to support our conclusions. As a significant change in one or more of these estimates could affect the amount of revenue we recognize in a given period, we review and update our contract-related estimates each reporting period and recognize any adjustments in estimated profit on contracts utilizing the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified.

In addition, certain clients may receive credits, which are also accounted for as variable consideration and as a reduction in the transaction price. We estimate these credit amounts as of each reporting date based on the expected amount to be provided to these clients and the revenue recognized over the subscription period is appropriately constrained to reflect the expectation that the client will utilize the credit.

Our Global Customer Engagement segment and our Legacy Membership and Package segment are each categorized in two ways: (1) revenue enhancement, which is a traditional subscription-based model and (2) engagement solutions, which is primarily a fee-for-service based model. For revenue enhancement, we typically require payment of a subscription fee at the beginning of the term, recognizing revenue ratably over time as we provide leisure and protection services to our members. For engagement solutions, we work with our clients to develop leisure and protection programs that will resonate with their customers. For these arrangements, we typically recognize revenue at a point in time as a transaction occurs or on a per-member basis. As part of their benefit package, certain members may receive a cash back benefit to reward them for using our services. We consider this cash back benefit a form of consideration payable to the customer and, as such, account for that payment as a reduction of the transaction price and, therefore, revenue. Within engagement solutions, we also provide administrative support services to certain clients for a fixed fee and recognize this revenue over time, as these services are rendered consistently throughout the performance period. In addition, in some cases, we charge implementation fees to our clients for establishing new programs. We amortize these fees over time, based on the non-cancellable portion of the contract using a systematic basis consistent with the pattern of the transfer of the service. However, if cancellation of a contract is deemed to be cost prohibitive to the client, we may extend amortization into the cancellable period of the contract. For engagement solutions revenue, each contract is evaluated to determine whether we act as principal or agent. In cases where we control the good or service before it is provided to the customer or are the primary party responsible for fulfilling the contract and maintain a degree of inventory risk and pricing discretion, we record revenue on a gross basis.    

Transaction Price Allocated to Remaining Performance Obligations — Within the Global Loyalty, Global Customer Engagement and Legacy Membership and Package segments, we have contracts with different maturity dates for which we receive variable consideration based on volumes that we transact related to the services we render. These services include travel, gift card and benefit fulfillment and contact center servicing which typically result in revenue recognition upon occurrence of the transaction. Where these contracts provide a material right to our clients in the form of an accumulating benefit, we defer recognizing a portion of this revenue to a future period. Where future variable consideration results from a wholly unsatisfied service that forms part of a single performance obligation, we have elected, as a practical expedient, to not disclose the value of the remaining performance obligations associated with these contracts, as they have a duration of one year or less.

Costs to Obtain and Fulfill a Contract — Within each of our reportable segments, we may incur costs in obtaining a contract, which typically consist of sales commissions. To the extent these costs are deemed material and meet the criteria for capitalization, we capitalize them. Within the Global Loyalty segment, we pay commissions to internal salespeople which we generally expense as incurred because these expenses do not have a material impact on our financial statements. Within the Global Customer Engagement and Legacy Membership and Package segments, we occasionally pay advance commissions to our partners, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. These commission costs are capitalized as prepaid commissions and recognized as expense as earned down by the partner. These assets are continually monitored for impairment.

Within the Global Loyalty segment, we incur costs to fulfill a contract. Such costs are typically incurred during the implementation phase of a new contract with a client. To the extent these costs are deemed material and meet the criteria for capitalization, we capitalize and amortize the costs over the term of the contract on a systematic basis consistent with the pattern of the transfer of goods or services to the customer. These assets are continually monitored for impairment. Within the Global Customer Engagement and Legacy Membership and Package segments, we do not incur costs to fulfill contracts.

Marketing Expense

Marketing Expense

Global Customer Engagement — Marketing expense to acquire new members is recognized when incurred, which is generally prior to both the commencement of the trial period and recognition of revenue for membership programs.

Commissions Expense

Commissions Expense

Global Customer Engagementand Legacy Membership and Package — Membership commissions represent payments to partners, which are generally based on a percentage of revenue from the marketing of programs to such partners’ customers. Commissions are generally paid for each initial and renewal membership following the collection of membership fees from the customer. These commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and are recognized as expense over the applicable membership period in the same manner as the related retail membership revenue is recognized. In certain marketing arrangements, the Company pays an advance commission to the partner, with the advance commission earned down by the partner based on the initial and renewal membership revenue realized by the Company and the commission rate specified in the marketing arrangement, with the partner having the ability to continue to earn commissions in excess of the advance if sufficient revenue is realized by the Company. These commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and recognized as expense as earned down by the partner. In other arrangements, the Company pays an upfront payment, called a bounty, to the partner and the partner is not entitled to any additional compensation based on initial and renewal membership. Bounties are recognized as expense when incurred.

Operating Costs

Operating Costs

Operating costs represent the costs associated with servicing our members and end-customers. These costs include product fulfillment costs, communication costs with members and end-customers, information technology and payroll, telecommunications and facility costs attributable to operations responsible for servicing our members and end-customers.

Income Taxes

Income Taxes

Income taxes are presented in the consolidated financial statements using the asset and liability approach. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statements and income tax bases of assets and liabilities using currently enacted tax rates. Deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the income tax provision, while increases to the valuation allowance result in additional income tax provision. The realization of deferred tax assets is primarily dependent on estimated future taxable income. As of December 31, 2018 and 2017, the Company has recorded a full valuation allowance for its U.S. federal net deferred tax assets. As of December 31, 2018 and 2017, the Company has also recorded valuation allowances against the deferred tax assets of certain state and foreign tax jurisdictions.

The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense.

The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted into law. The TCJA significantly revises the U.S. corporate income tax laws by, among other things, lowering the corporate income tax rate to 21%, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the “transition tax”). The U.S. federal income tax rate reduction was effective as of January 1, 2018. The Company has elected to account for GILTI (global intangible low-taxed income), as a period cost if and when incurred. The Company recorded provisional amounts related to the TCJA for the remeasurement of deferred taxes and the transition tax for the year ended December 31, 2017. During 2018, and prior to December 22, 2018, the Company finalized and completed its accounting associated with the TCJA with no subsequent adjustments to provisional amounts previously recorded.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash amounts relate primarily to collateral on certain bonds and letters of credit issued on the Company’s behalf and amounts held in escrow. The Company’s restricted cash amounts presented in current assets held for sale on the consolidated balance sheet as of December 31, 2017 relate primarily to insurance premiums collected from members that are held pending remittance to third-party insurance carriers. These amounts are not available for general operations under state insurance laws or under the terms of the agreements with the carriers that underwrite and issue insurance policies to the members.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements and computer equipment acquired under capital leases is determined using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. Useful lives are from 5 to 15 years for leasehold improvements, from 3 to 5 years for capitalized software, from 3 to 5 years for computer equipment and from 5 to 7 years for furniture, fixtures and equipment.

Internally-Developed Software

Internally-Developed Software

The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use.

Goodwill and Identifiable Intangible Assets

Goodwill and Identifiable Intangible Assets

Goodwill represents the excess of the cost of an acquired entity over the net of the fair value of assets acquired and liabilities assumed. Goodwill has been assigned to the Company’s reporting units and is tested for impairment at least annually. The Company evaluates the recoverability of the carrying value of each reporting unit’s goodwill as of December 1, or whenever events or circumstances indicate that an impairment may have occurred. Goodwill is tested for impairment by comparing the carrying value of each reporting unit to its fair value. The Company determines the fair value of its reporting units utilizing a combination of the income and market approaches and incorporating assumptions that it believes marketplace participants would utilize. If the carrying amount of the reporting unit is greater than its fair value, a comparison of the reporting unit’s implied goodwill is compared to the carrying amount of the goodwill to determine the amount of the impairment, if any. Any impairment is recognized in earnings in the period in which the impairment is determined.

During the fourth quarter of 2018, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 10.0% to 11.0%. In 2018, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount. If the timing or extent of key assumptions and estimates differs significantly from management’s expectations, the Company will reassess its conclusion.

During the fourth quarter of 2017, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were a long-term growth rate of 2.0% growth and discount rates ranging from 9.5% to 11.0%. In 2017, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount.

Indefinite-lived intangible assets, if any, are tested for impairment annually, or sooner if events occur or circumstances change. An indefinite-lived intangible asset is tested for impairment by comparing its fair value to its carrying amount and, if the carrying amount is greater than the fair value, recognizing an impairment loss for the excess.

The Company’s intangible assets as of December 31, 2018 and 2017 consist of assets with finite useful lives initially recorded at their respective fair values. Finite-lived intangible assets are amortized as follows:

Intangible Asset	Amortization Method	Estimated Useful Lives
Member relationships	Declining balance	5 – 8 years
Affinity relationships	Declining balance, straight line	1 – 14 years
Proprietary databases and systems	Straight line	3 – 10 years
Trademarks and tradenames	Straight line	5 – 15 years
Patents and technology	Declining balance, straight line	5 – 12 years
Covenants not-to-compete	Straight line	Contract life

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of its long-lived assets when events and circumstances indicate that the carrying value of an asset may not be recoverable. For long-lived assets held and used by the Company, an impairment loss is recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an asset is determined to be impaired, the loss is measured based on the difference between the fair value of the long-lived asset and its carrying amount.

Foreign Currency Translation

Foreign Currency Translation

Assets and liabilities of foreign operations whose functional currency is the local currency are translated at exchange rates as of the balance sheet dates. Revenues and expenses of such local functional currency foreign operations are translated at average exchange rates during the periods presented. Translation adjustments resulting from the process of translating the functional currency foreign operation financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the consolidated statements of comprehensive income (loss). Foreign local currency gains and losses relating to non-operational transactions are included in other expense, net. Foreign currency gains and losses relating to operations are included in general and administrative expense.

Contingencies

Contingencies

Contingencies by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss, if any. The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made.

Estimates

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for profit-sharing receivables from insurance carriers, accruals and income tax valuation allowances, evaluation of going concern assessment, litigation accruals, the estimated fair value of share-based compensation, estimated fair values of assets and liabilities acquired in business combinations and estimated fair values of financial instruments.

Concentration of Risk

Concentration of Risk

The Company generally derives a substantial portion of its net revenues from customers of 10 of the Company’s clients. For the years ended December 31, 2018, 2017 and 2016, the Company derived approximately 42.5%, 42.3% and 39.2%, respectively, of its net revenues from customers through marketing and servicing agreements with these 10 clients. For the years ended December 31, 2018, 2017 and 2016, the Company derived approximately 14.8%, 14.6% and 11.7%, respectively of its net revenues from its largest client and its customers. Many of these key client relationships are governed by agreements that may be terminated without cause by the clients upon notice of as few as 90 days without penalty. Some of these agreements may be terminated by the Company’s clients upon notice of as few as 30 days without penalty. Moreover, under many of these agreements, the clients may cease or reduce their marketing of the Company’s services without terminating or breaching agreements with the Company. A loss of key clients, a cessation or reduction in their marketing of the Company’s services, or a decline in their businesses could have a material adverse effect on the Company’s future revenue.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016 is as follows:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Balance, beginning of period	$	7.5		$	3.0		$	3.0
Provision, net of recoveries		0.7			4.8			0.2
Write-offs		(0.6	)		(0.3	)		(0.2	)
Balance, end of period	$	7.6		$	7.5		$	3.0

Supplemental Disclosure of Cash Flow Information

Supplemental Disclosure of Cash Flow Information

At December 31, 2018, the Company had an accrual for the acquisition of property and equipment of $0.7 million and increased long-term debt by $86.2 million in connection with payment-in-kind interest.

In connection with the debt restructuring that was consummated in May 2017, the Company exchanged notes with an aggregate principal amount of $286.3 million plus accrued interest of $9.0 million, issuing (1) new notes with an aggregate principal amount of $321.1 million, including $25.8 million issued in connection with commitment and funding premiums, and (2) warrants to acquire shares of the Company’s common stock valued at $7.7 million, including $0.6 million issued in connection with commitment and funding premiums. During the year ended December 31, 2017, the Company increased long-term debt by $41.7 million in connection with payment-in-kind interest. During 2017, the Company entered into a capital lease, acquiring property and equipment with a fair value of $1.1 million. At December 31, 2017, the Company had an accrual for the acquisition of property and equipment of $1.3 million.

At December 31, 2016, the Company had an accrual for the acquisition of property and equipment of $1.6 million.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to revenue recognition. The new standard, ASC 606, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The fundamental principles of the guidance are that entities should recognize revenue in a manner that reflects the timing of transfer of goods and services to customers and the amount of revenue recognized reflects the consideration that an entity expects to receive for the goods and services provided. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). We adopted the new guidance effective January 1, 2018 using the modified retrospective method, focusing on contracts not yet completed as of December 31, 2017. We recognized the cumulative effect of applying ASC 606 as of January 1, 2018 as an adjustment to the opening balance of accumulated deficit. The comparative information for the years ended December 31, 2017 and 2016 has not been restated and continues to be reported under the accounting standards in effect for those periods. As required by ASC 606, results for the year ended December 31, 2018 includes dual reporting, presenting operating results under both the previous and current standards. See Note 3—Revenues for additional information relating to the adoption of ASC 606 and its impact on the Company.

In February 2016, the FASB issued new accounting guidance related to leases. The new standard, Accounting Standards Codification Topic 842, Leases (“ASC 842”) requires lessees to recognize right-of-use assets and lease liabilities for operating leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and elected to apply each of the practical expedients described in ASC 842-10-65-1(f) that allow the Company, among other things, to not reassess lease classification conclusions or initial direct cost accounting as of December 31, 2018. We continue to finalize our implementation efforts and currently estimate that the adoption of ASC 842 will result in recognition of an initial operating lease right-of-use asset of approximately $37.7 million to $41.5 million and a corresponding operating lease liability of approximately $52.7 million to $58.0 million. The new standard is not expected to have a material impact on the Company’s consolidated statements of comprehensive income (loss) or cash flows. As of January 1, 2019, we implemented changes to our business processes and controls related to accounting for and the presentation and disclosure of leases.  

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, or ASU 2016-15, which addresses eight specific cash flow issues, including presentation of debt prepayments or debt extinguishment costs, with the objective of reducing the existing diversity in practice. The adoption of ASU 2016-15 by the Company as of January 1, 2018 did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which requires an entity’s reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amounts generally described as restricted cash and restricted cash equivalents. The adoption of ASU 2016-18 by the Company as of January 1, 2018 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The consolidated statement of cash flows for the year ended December 31, 2017 was revised to exclude the $1.4 million and $0.6 million change in restricted cash from net cash provided by operating activities and net cash used in investing activities, respectively, and to include $26.1 million and $24.8 million in cash, cash equivalents and restricted cash, beginning of period and cash, cash equivalents and restricted cash, end of period, respectively. The consolidated statement of cash flows for the year ended December 31, 2016 was revised to exclude the $(0.1) million and $1.8 million change in restricted cash from net cash provided by operating activities and net cash used in investing activities, respectively, and to include $29.2 million and $26.1 million in cash, cash equivalents and restricted cash, beginning of period and cash, cash equivalents and restricted cash, end of period, respectively.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, ASU 2017-04 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an impairment charge, if triggered, is calculated as the difference between a reporting unit’s carrying value and fair value, but is limited to the carrying value of the goodwill. Current guidance, however, requires an impairment charge to be calculated as the excess of the carrying value of goodwill over its implied fair value. The new guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. When adopted, the new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued Accounting Standards Update No. 2018-15, or ASU 2018-15, to help entities evaluate the accounting for costs of implementation activities incurred in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the requirements for deferring implementation costs incurred in a cloud computing arrangement that is a service contract with those incurred to develop or obtain internal-use software. ASU 2018-15 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of ASU 2018-15 on the Company’s consolidated financial position, results of operations and cash flows.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Amortization Method and Estimated Useful Lives of Intangible Assets

Finite-lived intangible assets are amortized as follows:

Intangible Asset	Amortization Method	Estimated Useful Lives
Member relationships	Declining balance	5 – 8 years
Affinity relationships	Declining balance, straight line	1 – 14 years
Proprietary databases and systems	Straight line	3 – 10 years
Trademarks and tradenames	Straight line	5 – 15 years
Patents and technology	Declining balance, straight line	5 – 12 years
Covenants not-to-compete	Straight line	Contract life

Allowance for Doubtful Accounts

A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016 is as follows:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Balance, beginning of period	$	7.5		$	3.0		$	3.0
Provision, net of recoveries		0.7			4.8			0.2
Write-offs		(0.6	)		(0.3	)		(0.2	)
Balance, end of period	$	7.6		$	7.5		$	3.0

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Revenues (Tables)

12 Months Ended

Dec. 31, 2018

Revenue From Contract With Customer [Abstract]

Summary of Cumulative Effect of Changes in Company's Unaudited Financial Statements Due to Adoption of ASC 606

The cumulative effect of the changes made to the Company’s unaudited condensed consolidated balance sheet as of January 1, 2018 to reflect the adoption of ASC 606 was as follows:

	Balance at			Adjustments Due to			Balance at
	December 31, 2017			Adoption of ASC 606			January 1, 2018
	(in millions)
Balance Sheet
Liabilities
Deferred revenue	$	39.3		$	(1.6	)	$	37.7
Equity
Accumulated deficit		(1,991.7	)		1.6			(1,990.1	)

Schedule of Disaggregation of Revenues from Contracts with Customers along with Reportable Segment for Each Category

The following table represents a disaggregation of revenue from contracts with customers for the years ended December 31, 2018 and 2017, along with the reportable segment for each category:

	For the Year Ended December 31,
	2018		2017 (a)		2016 (a)
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	167.0
Global Customer Engagement:
Revenue Enhancements		261.5		255.3		268.3
Engagement Solutions		99.6		104.0		118.0
Subtotal		600.4		584.4		553.3
Legacy Membership and Package		99.4		139.7		189.8
Eliminations		—		—		(1.1	)
Total	$	699.8	$	724.1	$	742.0

(a) Prior period amounts have not been adjusted under the modified retrospective adoption method.

Schedule of Balances of Contract Liabilities Classified as Deferred Revenue

The following table reflects the balances of our contract liabilities, which we classify as deferred revenue, as of December 31, 2018 and 2017:

	December 31,
	2018		2017 (a)
	(in millions)
Deferred revenue - current	$	29.7	$	35.2
Deferred revenue - non-current		3.2		4.1
Total	$	32.9	$	39.3

(a) Prior period amounts have not been adjusted under the modified retrospective adoption method.

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2018

Discontinued Operations And Disposal Groups [Abstract]

Summary of Result of Discontinued Operations

On August 15, 2018, the Seller completed the ABG Sale pursuant to the Purchase Agreement. The consideration paid by the Purchaser, subject to a working capital adjustment as set forth in the Purchase Agreement, and the net gain recognized in connection with the ABG Sale was as follows:

	(in millions)
Cash received	$	542.5
Net assets sold		(58.9	)
Direct costs to sell		(10.5	)
Gain on sale of business before income taxes	$	473.1

The following table includes the carrying amounts of assets and liabilities that have been reclassified from their historical balance sheet presentation to current and non-current assets and liabilities held for sale as of December 31, 2017.

	December 31,
	2017
	(in millions)
Cash and cash equivalents	$	0.3
Restricted cash		14.9
Receivables		2.2
Profit-sharing receivables from insurance carriers		21.3
Prepaid commissions		7.2
Other current assets		0.1
Current assets held for sale	$	46.0
Property and equipment, net	$	4.9
Contract rights and list fees, net		18.8
Goodwill		58.3
Other non-current assets		1.3
Non-current assets held for sale	$	83.3
Accounts payable and accrued expenses	$	32.8
Deferred revenue		16.3
Current liabilities held for sale	$	49.1
Other long-term liabilities	$	7.6
Non-current liabilities held for sale	$	7.6

The following table includes the major financial statement line items that comprise income from discontinued operations, net of tax for the years ended December 31, 2018, 2017 and 2016.

	For the Year Ended December 31,
	2018 (a)			2017			2016
Operations	(in millions)
Net revenues	$	127.3		$	229.0		$	227.4
Expenses:
Cost of revenues, exclusive of depreciation and    amortization shown separately below:
Marketing and commissions		78.8			134.7			134.9
Operating costs		6.3			9.8			8.8
General and administrative		5.5			8.0			6.9
Facility exit costs		—			0.5			(0.3	)
Depreciation and amortization		0.7			1.5			1.4
Total expenses		91.3			154.5			151.7
Income from operations		36.0			74.5			75.7
Interest expense		(31.2	)		(43.7	)		(35.1	)
Income from discontinued operations before income taxes		4.8			30.8			40.6
Income tax provision		—			(9.3	)		(4.0	)
Income from discontinued operations, net of tax		4.8			21.5			36.6
Disposal
Gain on sale of business before income taxes		473.1			—			—
Income tax provision		(30.1	)		—			—
Gain on sale of business, net of tax		443.0			—			—
Income from discontinued operations, net of tax	$	447.8		$	21.5		$	36.6

The following table provides additional detail related to the net cash provided by (used in) operating and investing activities of the discontinued operations for the years ended December 31, 2018, 2017 and 2016:

	For the Year Ended December 31,
	2018 (a)			2017			2016
	(in millions)
Net cash flows provided by operating activities	$	11.7		$	0.3		$	1.3
Cash flows used in investing activities:
Capital expenditures	$	(1.7	)	$	(1.5	)	$	(1.4	)

(a) Includes cash flows through August 15, 2018, the date the Company completed the ABG Sale.

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Acquisition (Tables)

12 Months Ended

Dec. 31, 2018

Tavisca Solutions Private Limited

Business Acquisition [Line Items]

Summary of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated acquisition date fair values of the assets acquired and liabilities assumed in the Tavisca transaction. The acquisition date fair value of acquired assets and assumed liabilities was as follows:

	Amount
	(in millions)
Cash and cash equivalents	$	0.8
Receivables		0.6
Other current assets		1.2
Property and equipment		0.1
Goodwill		11.3
Other intangibles		5.2
Other non-current assets		0.6
Deferred income taxes		(1.6	)
Other long-term liabilities		(0.4	)
Total consideration	$	17.8

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Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Amortizable Intangible Assets

Intangible assets consisted of:

	December 31, 2018							December 31, 2017
	Gross Carrying		Accumulated			Net Carrying		Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(in millions)
Amortizable intangible assets:
Member relationships	$	585.5	$	(584.3	)	$	1.2	$	636.1	$	(634.4	)	$	1.7
Affinity relationships		585.9		(564.6	)		21.3		590.5		(564.1	)		26.4
Proprietary databases and    systems		45.7		(44.9	)		0.8		45.8		(44.6	)		1.2
Trademarks and tradenames		26.5		(23.7	)		2.8		27.9		(23.4	)		4.5
Patents and technology		52.2		(49.7	)		2.5		47.7		(47.6	)		0.1
Covenants not to compete		1.3		(1.3	)		—		2.5		(2.4	)		0.1
	$	1,297.1	$	(1,268.5	)	$	28.6	$	1,350.5	$	(1,316.5	)	$	34.0

Schedule of Amortization Expense Relating to Intangible Assets

Amortization expense relating to intangible assets was as follows:

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Amortizable intangible assets:
Member relationships	$	0.4	$	0.6	$	1.4
Affinity relationships		5.5		5.6		8.6
Proprietary databases and systems		0.4		0.4		0.4
Trademarks and tradenames		1.4		1.4		1.3
Patents and technology		2.1		0.1		1.0
Covenants not to compete		0.1		0.1		0.1
	$	9.9	$	8.2	$	12.8

Schedule of Changes in Carrying Amount of Goodwill

The changes in the Company’s carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows:

	Global Loyalty			Global Customer Engagement			Legacy Membership and Package		Total
Balance at January 1, 2017	$	104.8		$	55.1		$	—	$	159.9
Currency translation		1.1			5.4			—		6.5
Balance at December 31, 2017	$	105.9		$	60.5		$	—	$	166.4
Acquisition		11.3			—			—		11.3
Currency translation		(0.4	)		(3.9	)		—		(4.3	)
Balance at December 31, 2018	$	116.8		$	56.6		$	—	$	173.4

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Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2018

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

Other current assets consisted of:  

	December 31,
	2018		2017
	(in millions)
Gift card inventory	$	23.7	$	17.2
Prepaid credit card charges		33.6		15.3
Other receivables		11.1		10.6
Prepaid information technology costs		6.2		6.4
Other		17.0		20.1
Total	$	91.6	$	69.6

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Components of Property and Equipment, Net

Property and equipment, net consisted of:  

	December 31,
	2018			2017
	(in millions)
Leasehold improvements	$	20.4		$	21.2
Capitalized software		353.0			320.0
Computer equipment ($3.5 million and $3.2 million in 2018    and 2017, respectively, under capital leases)		74.6			75.3
Furniture, fixtures and equipment		23.4			18.8
Projects in progress		16.9			32.8
		488.3			468.1
Less: Accumulated depreciation		(396.4	)		(364.6	)
Total	$	91.9		$	103.5

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Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2018

Payables And Accruals [Abstract]

Components of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of:

	December 31,
	2018		2017
	(in millions)
Accounts payable	$	69.7	$	83.6
Accrued payroll and related costs		46.7		30.7
Gift card deposits		46.6		32.7
Accrued interest		25.8		30.3
Accrued product costs		18.1		18.3
Accrued legal and professional fees and loss contingency accruals		14.5		13.2
Accrued revenue sharing payable		7.0		23.4
Other		62.9		60.5
Total	$	291.3	$	292.7

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Components of Long-Term Debt

Long-term debt consisted of:

	December31,			December31,
	2018			2017
	(in millions)
Term loan due 2022, net of unamortized discount of $12.0 million and     $29.2 million, with an effective interest rate of 10.01%	$	825.4		$	1,300.8
Revolving credit facility, expiring in 2022, net of unamortized     discount of $1.8 million and $2.4 million		98.2			52.6
Senior cash 12.5%/ PIK step-up to 15.5% notes due 2022, net of     unamortized discount of $18.1 million and $22.9 million, with an effective     interest rate of 16.20%		663.4			572.4
Capital lease obligations		0.9			1.1
Total debt		1,587.9			1,926.9
Less: current portion of long-term debt		(13.8	)		(13.9	)
Less: unamortized deferred financing costs		(14.9	)		(25.7	)
Long-term debt	$	1,559.2		$	1,887.3

Long Term Debt and Capital Lease Obligations by Maturity

The aggregate maturities of debt, including capital leases, as of December 31, 2018 are as follows:

	Amount
	(in millions)
2019	$	13.8
2020		28.9
2021		58.6
2022		1,518.5
2023		—
2024 and Thereafter		—
	$	1,619.8

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share

The computation of basic and diluted earnings (loss) per share is set forth below:  

($ in millions, except per share data)	Year Ended December 31,
	2018			2017			2016
Numerator:
Loss from continuing operations, net of tax	$	(144.5	)	$	(45.9	)	$	(20.3	)
Less: net income attributable to non-controlling interest		(1.2	)		(0.8	)		(0.6	)
Loss from continuing operations attributable to Affinion Group Holdings,    Inc.		(145.7	)		(46.7	)		(20.9	)
Net income from discontinued operations, net of tax		447.8			21.5			36.6
Net income (loss) attributable to Affinion Group Holdings, Inc.	$	302.1		$	(25.2	)	$	15.7
Denominator:
Weighted average shares of Common Stock		9,154,697			9,126,952			9,093,330
Weighted average shares for warrants		4,392,936			2,766,781			—
Weighted average shares for vested RSUs		78,864			28,398			10,861
Basic weighted average shares of Common Stock		13,626,497			11,922,131			9,104,191
Weighted average effect of dilutive securities		—			—			792
Diluted weighted average shares of Common Stock		13,626,497			11,922,131			9,104,983
Basic earnings (loss) per share attributable to holders of Common    Stock:
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74
Diluted earnings (loss) per share attributable to holders of Common    Stock:
Continuing operations	$	(10.69	)	$	(3.92	)	$	(2.26	)
Discontinued operations	$	32.86		$	1.80		$	4.00
Net earnings (loss) per share	$	22.17		$	(2.12	)	$	1.74

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Summary of Income Tax Benefit (Provision)

The income tax benefit (provision) consisted of the following:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Current:
Federal	$	—		$	—		$	0.4
State		(0.8	)		(0.7	)		(0.4	)
Foreign		(5.3	)		(3.4	)		(5.0	)
		(6.1	)		(4.1	)		(5.0	)
Deferred:
Federal		28.5			30.6			0.7
State		4.3			0.7			0.3
Foreign		0.3			—			0.6
		33.1			31.3			1.6
Total income tax benefit (provision)	$	27.0		$	27.2		$	(3.4	)

Schedule of Income (Loss) form Continuing Operations Before Income Taxes for Domestic and Foreign Operations

Income (loss) from continuing operations before income taxes for domestic and foreign operations consisted of the following:

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Domestic	$	(179.4	)	$	(73.5	)	$	(2.9	)
Foreign		7.9			0.4			(14.0	)
Income (loss) from continuing operations before income taxes	$	(171.5	)	$	(73.1	)	$	(16.9	)

Schedule of Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities consisted of the following:  

	December 31,
	2018			2017
	(in millions)
Non-current deferred income tax assets:
Net operating loss carryforwards	$	187.4		$	250.1
State net operating loss carryforwards		33.2			18.9
Depreciation and amortization		43.6			70.8
Accrued expenses and deferred revenue		21.9			17.2
Prepaid expenses		1.2			1.3
Provision for doubtful accounts		1.1			0.5
Other		23.4			13.4
Non-current deferred income tax assets		311.8			372.2
Non-current deferred income tax liabilities:
Other		—			(2.8	)
Non-current deferred income tax liabilities		—			(2.8	)
Valuation allowance		(311.9	)		(371.8	)
Non-current net deferred income tax liability, net of non-current deferred income tax assets    of $2.8 and $3.1, respectively)	$	(0.1	)	$	(2.4	)

Schedule of Reconciliation of Effective Income Tax Rate from U.S. Federal Statutory Rate

A reconciliation of the effective income tax rate from the U.S. federal statutory rate is as follows:  

	For the Year Ended December 31,
	2018			2017			2016
Federal statutory rate		21.0	%		35.0	%		35.0	%
State and local income taxes, net of federal expense		(2.3	)		(10.4	)		4.3
Change in valuation allowance and other		2.6			(25.1	)		(60.4	)
Taxes on foreign operations at rates different than U.S. federal rates		(2.6	)		(4.7	)		(25.7	)
SAB 118 impact of TCJA		—			34.8			—
Impact of debt exchanges and subscription rights offering		—			5.7			19.4
U.S. tax on foreign operations		(2.6	)		1.9			9.1
Prior year accrual and adjustments		0.2			0.1			(0.8	)
Non-deductible expenses		(0.5	)		(0.1	)		(0.7	)
		15.8	%		37.2	%		(19.8	)%

Schedule of Reconciliation of Beginning and Ending Amount of Tax Reserves for Uncertain Tax Positions

A reconciliation of the beginning and ending amount of tax reserves for uncertain tax positions for the years ended December 31, 2018, 2017 and 2016 is as follows:  

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Unrecognized tax benefits, beginning of period	$	5.0		$	6.6		$	(4.4	)
Gross increase – prior period tax positions		1.6			—			11.3
Gross decrease – prior period tax positions		(0.6	)		(2.1	)		—
Gross increase – current period tax positions		1.9			0.7			0.2
Gross decrease – current period tax positions		(0.8	)		(0.2	)		(0.5	)
Unrecognized tax benefits, end of period	$	7.1		$	5.0		$	6.6

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Required Under Non-Cancelable Operating Leases

Future minimum lease payments required under non-cancelable operating leases, net of sublease receipts, as of December 31, 2018 are as follows:

	Amount
	(in millions)
2019	$	18.2
2020		17.3
2021		15.7
2022		13.9
2023		10.2
Thereafter		2.8
Future minimum lease payments	$	78.1

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Schedule of Fair Value Option Award

The expected term of the options granted represents the period of time that options are expected to be outstanding, and is based on the average of the requisite service period and the contractual term of the option.

	2016Grants
Expected volatility		75	%
Expected life (in years)	6.5
Risk-free interest rate		1.64	%
Expected dividends	—

Summary of RSU Activity

A summary of RSU activity under the 2015 Plan for each of the three years ended December 31, 2018 is presented below (number of RSUs in thousands):

	Number of			Weighted Average
	Restricted			Grant Date
	Stock Units			Fair Value
Outstanding restricted unvested awards at January 1, 2016	—
Granted		20		$	13.97
Vested		(20	)		13.97
Forfeited	—
Outstanding restricted unvested awards at December 31, 2016		—
Granted		59		$	7.14
Vested		(59	)		7.14
Forfeited	—
Outstanding restricted unvested awards at December 31, 2017		—
Granted		—			—
Vested		—			—
Forfeited		—
Outstanding restricted unvested awards at December 31, 2018		—

2015 Plan

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Option Activity

A summary of option activity for options to acquire shares of Common Stock granted under the 2015 Plan for each of the three years ended December 31, 2018 is presented below (number of options in thousands):

Outstanding options at January 1, 2016	—
Granted		888
Exercised	—
Forfeited or expired		(14	)
Outstanding options at December 31, 2016		874
Granted		—
Exercised		—
Forfeited or expired		(98	)
Outstanding options at December 31, 2017		776
Granted		—
Exercised		—
Forfeited or expired		(122	)
Outstanding options at December 31, 2018		654
Vested or expected to vest at December 31, 2018		654
Exercisable options at December 31, 2018		336
Weighted average remaining contractual term (in years)		7.2
Weighted average grant date fair value per option granted in 2018	$	—
Weighted average exercise price of exercisable options at December 31, 2018	$	13.97
Weighted average exercise price of outstanding options at December 31, 2018	$	9.86

Class C and Class D common stock | 2005 Plan

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Option Activity

A summary of option activity for options to acquire shares of Class C/D Common Stock under the 2005 Plan during each of the three years ended December 31, 2018 is presented below (number of options in thousands):

	2005 Plan			2005 Plan			2005 Plan
	Grants to			Grants to			Grants to			Grants to
	Employees -			Employees -			Employees -			Board of
	Tranche A			Tranche B			Tranche C			Directors
Outstanding options at January 1, 2016		7			3			3			2
Granted	—			—			—				—
Exercised	—			—			—			—
Forfeited or expired		(5	)		(2	)		(2	)		(1	)
Outstanding options at December 31, 2016		2			1			1			1
Granted	—			—			—			—
Exercised	—			—			—			—
Forfeited or expired		—			—			—			—
Outstanding options at December 31, 2017		2			1			1			1
Granted	—			—			—			—
Exercised	—			—			—			—
Forfeited or expired		—			—			—			—
Outstanding options at December 31, 2018		2			1			1			1
Vested or expected to vest at December 31, 2018		2			1			1			1
Exercisable options at December 31, 2018		2			1			1			1
Weighted average remaining contractual term (in years)		5.3			5.3			5.3			5.3
Weighted average grant date fair value per option    granted in 2018	$	—		$	—		$	—		$	—
Weighted average exercise price of exercisable options    at December 31, 2018	$	147.12		$	147.12		$	147.12		$	147.12
Weighted average exercise price of outstanding options    at December 31, 2018	$	147.12		$	147.12		$	147.12		$	147.12

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Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Principal Cash Flows and Related Weighted-Average Interest Rates by Expected Maturity

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity for the Company’s long-term debt as of December 31, 2018.

																			Fair Value At
															2024 and				December 31,
	2019			2020			2021			2022			2023		Thereafter		Total		2018
	(in millions)
Fixed rate debt	$	0.4		$	0.5		$	—		$	681.5		$	—	$	—	$	682.4	$	520.6
Average interest rate		14.86	%		15.50	%		15.50	%		15.50	%
Variable rate debt	$	13.4		$	28.5		$	58.6		$	836.9		$	—	$	—	$	937.4	$	913.8
Average interest rate (a)		10.64	%		10.62	%		10.53	%		10.53	%

(a) Average interest rate is based on the estimated three month U.S. dollar LIBOR forward curve at December 31, 2018.

Schedule of Fair Value Measured on Recurring Basis

The following table summarizes financial instruments measured at fair value on a recurring basis as of December 31, 2018.

	Fair Value Measurements at December 31, 2018
	Fair Value at December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Contingent consideration	$	10.9	$	—	$	—	$	10.9

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Schedule of Segment Information

Net Revenues

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	239.3	$	225.1	$	167.0
Global Customer Engagement		361.1		359.3		386.3
Subtotal		600.4		584.4		553.3
Legacy Membership and Package		99.4		139.7		189.8
Eliminations		—		—		(1.1	)
	$	699.8	$	724.1	$	742.0

Inter-segment net revenues were not significant to the net revenues of any one segment.

Segment EBITDA

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Global Loyalty	$	87.2		$	64.0		$	56.4
Global Customer Engagement		62.0			55.7			71.1
Subtotal		149.2			119.7			127.5
Legacy Membership and Package		34.9			40.1			41.3
Corporate		(76.4	)		(48.2	)		(56.2	)
	$	107.7		$	111.6		$	112.6

Provided below is a reconciliation of Segment EBITDA to income from continuing operations.

	For the Year Ended December 31,
	2018			2017			2016
	(in millions)
Segment EBITDA	$	107.7		$	111.6		$	112.6
Depreciation and amortization		(48.2	)		(45.3	)		(55.3	)
Income from continuing operations	$	59.5		$	66.3		$	57.3

Reconciliation of Depreciation and Amortization by Segment to Consolidated

Depreciation and Amortization

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	21.4	$	16.8	$	17.0
Global Customer Engagement		25.2		27.2		36.5
Subtotal		46.6		44.0		53.5
Legacy Membership and Package		1.6		1.3		1.8
	$	48.2	$	45.3	$	55.3

Reconciliation of Assets from Segment to Consolidated

Segment Assets

	December 31,
	2018		2017
	(in millions)
Global Loyalty	$	366.8	$	354.7
Global Customer Engagement		217.1		243.6
Subtotal		583.9		598.3
Legacy Membership and Package		16.6		23.2
Corporate		81.5		16.1
Subtotal		682.0		637.6
Assets Held for Sale		—		129.3
	$	682.0	$	766.9

Reconciliation of Capital Expenditures by Segment to Consolidated

Capital Expenditures

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
Global Loyalty	$	12.6	$	14.7	$	8.3
Global Customer Engagement		15.2		21.5		23.1
Subtotal		27.8		36.2		31.4
Legacy Membership and Package		—		—		—
Corporate		2.6		0.4		1.5
Subtotal		30.4		36.6		32.9
Discontinued Operations		1.7		1.5		1.4
	$	32.1	$	38.1	$	34.3

Revenue by Geographic Area

Net Revenues

	For the Year Ended December 31,
	2018		2017		2016
	(in millions)
U.S.	$	422.2	$	451.9	$	446.8
U.K.		115.6		115.2		121.5
Other		162.0		157.0		173.7
	$	699.8	$	724.1	$	742.0

Assets by Geographic Area

Total Assets

	December 31,
	2018		2017
	(in millions)
U.S. (1)	$	481.5	$	543.4
U.K.		106.9		114.6
Other		93.6		108.9
	$	682.0	$	766.9

(1) Includes $0 and $129.3 million of assets held for sale at December 31, 2018 and 2017, respectively.

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Selected Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Data [Abstract]

Summary of Selected Quarterly Financial Data

Provided below is unaudited selected quarterly financial data for 2018 and 2017:

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
	(in millions, except per share data)
2018
Net revenues	$	189.0		$	179.3		$	177.1		$	154.4
Marketing and commissions	$	34.7		$	31.8		$	36.8		$	39.5
Operating costs	$	84.0		$	83.1		$	82.3		$	81.9
General and administrative	$	26.9		$	35.0		$	26.2		$	25.6
Facility exit costs	$	0.7		$	0.1		$	1.0		$	2.5
Depreciation and amortization	$	11.8		$	11.7		$	12.7		$	12.0
Loss from continuing operations, net of tax	$	(16.5	)	$	(30.7	)	$	(39.5	)	$	(57.8	)
Income (loss) from discontinued operations, net of tax (1)	$	(1.8	)	$	(3.1	)	$	456.9		$	(4.2	)
Net income (loss) (1)	$	(18.3	)	$	(33.8	)	$	417.4		$	(62.0	)
Earnings (loss) per share attributable to holders of Common    Stock
Basic earnings (loss) per share
Continuing operations	$	(1.25	)	$	(2.28	)	$	(2.91	)	$	(4.26	)
Discontinued operations (1)	$	(0.13	)	$	(0.22	)	$	33.51		$	(0.30	)
Net earnings (loss) per share (1)	$	(1.38	)	$	(2.50	)	$	30.60		$	(4.56	)
Diluted earnings (loss) per share
Continuing operations	$	(1.25	)	$	(2.28	)	$	(2.91	)	$	(4.26	)
Discontinued operations (1)	$	(0.13	)	$	(0.22	)	$	33.51		$	(0.30	)
Net earnings (loss) per share (1)	$	(1.38	)	$	(2.50	)	$	30.60		$	(4.56	)
2017
Net revenues	$	184.6		$	181.2		$	183.3		$	175.0
Marketing and commissions	$	45.6		$	42.4		$	42.5		$	43.0
Operating costs	$	86.9		$	103.6		$	81.1		$	80.7
General and administrative	$	22.5		$	24.4		$	21.2		$	17.7
Facility exit costs	$	—		$	1.4		$	(1.2	)	$	0.7
Depreciation and amortization	$	10.9		$	11.0		$	11.8		$	11.6
Income (loss) from continuing operations, net of tax (2)(3)	$	(1.4	)	$	(25.9	)	$	(21.0	)	$	2.4
Income from discontinued operations, net of tax (3)	$	9.5		$	0.8		$	10.2		$	1.0
Net income (loss) (2)	$	8.1		$	(25.1	)	$	(10.8	)	$	3.4
Earnings (loss) per share attributable to holders of Common    Stock
Basic earnings (loss) per share
Continuing operations (2)(3)	$	(0.21	)	$	(2.31	)	$	(1.54	)	$	0.17
Discontinued operations (3)	$	1.06		$	0.08		$	0.74		$	0.07
Net earnings (loss) per share (2)	$	0.85		$	(2.23	)	$	(0.80	)	$	0.24
Diluted earnings (loss) per share
Continuing operations (2)(3)	$	(0.21	)	$	(2.31	)	$	(1.54	)	$	0.17
Discontinued operations (3)	$	1.06		$	0.08		$	0.74		$	0.07
Net earnings (loss) per share (2)	$	0.85		$	(2.23	)	$	(0.80	)	$	0.24

(1) A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

(2) An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA.

(3) During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

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Guarantor/Non-Guarantor Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2018

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule of Consolidating Balance Sheet

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2018

(In millions)

									Non-
				Subsidiary			Guarantor		Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	58.4		$	9.7	$	16.6	$	—		$	84.7
Restricted cash		—			5.9			3.6		4.9		—			14.4
Receivables, net		—			2.5			79.9		27.1		—			109.5
Prepaid commissions		—			—			28.6		10.0		—			38.6
Other current assets		—			42.0			41.2		8.4		—			91.6
Total current assets		—			108.8			163.0		67.0		—			338.8
Property and equipment, net		—			6.7			82.3		2.9		—			91.9
Goodwill		—			—			127.6		45.8		—			173.4
Other intangibles, net		—			—			23.9		4.7		—			28.6
Investment in subsidiaries		—			2,311.0			68.2		—		(2,379.2	)		—
Intercompany loan receivable		—			360.8			—		23.4		(384.2	)		—
Intercompany receivables		35.4			—			1,248.9		—		(1,284.3	)		—
Other non-current assets		—			3.2			43.8		2.3		—			49.3
Total assets	$	35.4		$	2,790.5		$	1,757.7	$	146.1	$	(4,047.7	)	$	682.0
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	—		$	13.5		$	0.3	$	—	$	—		$	13.8
Accounts payable and accrued expenses		4.7			92.7			155.3		38.6		—			291.3
Deferred revenue		—			—			24.7		5.0		—			29.7
Income taxes payable		—			0.5			0.8		1.0		—			2.3
Total current liabilities		4.7			106.7			181.1		44.6		—			337.1
Long-term debt		—			1,558.8			0.4		—		—			1,559.2
Deferred income taxes		—			—			1.5		1.4		—			2.9
Deferred revenue		—			0.1			3.1		—		—			3.2
Intercompany loans payable		28.9			—			355.3		—		(384.2	)		—
Intercompany payables		—			1,242.8			—		41.5		(1,284.3	)		—
Other long-term liabilities		—			16.6			14.2		6.2		—			37.0
Negative carrying amount of subsidiaries, net		1,260.4			—			—		—		(1,260.4	)		—
Total liabilities		1,294.0			2,925.0			555.6		93.7		(2,928.9	)		1,939.4
Total Affinion Group Holdings, Inc. deficit		(1,258.6	)		(134.5	)		1,202.1		51.2		(1,118.8	)		(1,258.6	)
Non-controlling interest in subsidiary		—			—			—		1.2		—			1.2
Total deficit		(1,258.6	)		(134.5	)		1,202.1		52.4		(1,118.8	)		(1,257.4	)
Total liabilities and deficit	$	35.4		$	2,790.5		$	1,757.7	$	146.1	$	(4,047.7	)	$	682.0

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2017

(In millions)

									Non-
				Subsidiary			Guarantor		Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4.4		$	15.1	$	20.0	$	—		$	39.5
Restricted cash		—			0.8			3.5		5.6		—			9.9
Receivables, net		—			3.0			116.6		33.8		—			153.4
Prepaid commissions		—			—			27.3		6.4		—			33.7
Other current assets		—			23.9			34.6		11.1		—			69.6
Current assets held for sale		—			—			46.0		—		—			46.0
Total current assets		—			32.1			243.1		76.9		—			352.1
Property and equipment, net		—			4.6			93.1		5.8		—			103.5
Goodwill		—			—			129.4		37.0		—			166.4
Other intangibles, net		—			—			29.8		4.2		—			34.0
Investment in subsidiaries		—			2,648.7			54.5		—		(2,703.2	)		—
Intercompany loan receivable		—			355.5			—		5.0		(360.5	)		—
Intercompany receivables		33.7			—			2,663.5		—		(2,697.2	)		—
Other non-current assets		—			0.5			25.8		1.3		—			27.6
Non-current assets held for sale		—			—			83.3		—		—			83.3
Total assets	$	33.7		$	3,041.4		$	3,322.5	$	130.2	$	(5,760.9	)	$	766.9
Liabilities and Deficit
Current liabilities:
Current portion of long-term debt	$	—		$	13.4		$	0.5	$	—	$	—		$	13.9
Accounts payable and accrued expenses		3.7			72.9			167.6		48.5		—			292.7
Deferred revenue		—			—			29.1		6.1		—			35.2
Income taxes payable		—			0.4			0.9		1.9		—			3.2
Current liabilities held for sale		—			7.4			41.7		—		—			49.1
Total current liabilities		3.7			94.1			239.8		56.5		—			394.1
Long-term debt		—			1,886.7			0.6		—		—			1,887.3
Deferred income taxes		—			0.1			4.9		0.5		—			5.5
Deferred revenue		—			0.2			3.6		0.3		—			4.1
Intercompany loans payable		28.9			—			331.6		—		(360.5	)		—
Intercompany payables		—			2,649.3			—		47.9		(2,697.2	)		—
Other long-term liabilities		—			9.1			13.9		2.9		—			25.9
Negative carrying amount of subsidiaries, net		1,559.7			—			—		—		(1,559.7	)		—
Non-current liabilities held for sale		—			—			7.6		—		—			7.6
Total liabilities		1,592.3			4,639.5			602.0		108.1		(4,617.4	)		2,324.5
Total Affinion Group Holdings, Inc. deficit		(1,558.6	)		(1,598.1	)		2,720.5		21.1		(1,143.5	)		(1,558.6	)
Non-controlling interest in subsidiary		—			—			—		1.0		—			1.0
Total deficit		(1,558.6	)		(1,598.1	)		2,720.5		22.1		(1,143.5	)		(1,557.6	)
Total liabilities and deficit	$	33.7		$	3,041.4		$	3,322.5	$	130.2	$	(5,760.9	)	$	766.9

Schedule of Consolidating Statement of Comprehensive Income (Loss)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2018

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	591.5		$	108.3		$	—		$	699.8
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions		—			0.1			99.5			43.2			—			142.8
Operating costs		—			43.5			241.3			46.5			—			331.3
General and administrative		0.2			62.7			40.6			10.2			—			113.7
Facility exit costs		—			—			3.9			0.4			—			4.3
Depreciation and amortization		—			0.9			40.4			6.9			—			48.2
Total expenses		0.2			107.2			425.7			107.2			—			640.3
Income (loss) from continuing operations		(0.2	)		(107.2	)		165.8			1.1			—			59.5
Interest income		—			—			—			0.2			—			0.2
Interest expense		—			(195.7	)		(0.8	)		(0.9	)		—			(197.4	)
Interest income (expense) - intercompany		(0.9	)		1.3			(1.6	)		1.2			—			—
Loss on extinguishment of debt		—			(32.0	)		—			—			—			(32.0	)
Other income (expense), net		—			(0.8	)		(0.2	)		(0.8	)		—			(1.8	)
Income (loss) from continuing operations before    income taxes		(1.1	)		(334.4	)		163.2			0.8			—			(171.5	)
Income tax benefit (provision)		—			33.4			(4.5	)		(1.9	)		—			27.0
Income (loss) from continuing operations, net    of tax		(1.1	)		(301.0	)		158.7			(1.1	)		—			(144.5	)
Income (loss) from discontinued operations, net    of tax		—			463.9			(16.1	)		—			—			447.8
Equity in income (loss) of subsidiaries		303.2			140.3			(2.3	)		—			(441.2	)		—
Net income (loss)		302.1			303.2			140.3			(1.1	)		(441.2	)		303.3
Less: net income attributable to non-    controlling interest		—			—			—			(1.2	)		—			(1.2	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	302.1		$	303.2		$	140.3		$	(2.3	)	$	(441.2	)	$	302.1
Net income (loss)	$	302.1		$	303.2		$	140.3		$	(1.1	)	$	(441.2	)	$	303.3
Currency translation adjustment, net of tax		(5.4	)		(5.4	)		(2.5	)		(3.1	)		10.9			(5.5	)
Comprehensive income (loss)		296.7			297.8			137.8			(4.2	)		(430.3	)		297.8
Less: comprehensive income attributable to    non-controlling interest		—			—			—			(1.1	)		—			(1.1	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	296.7		$	297.8		$	137.8		$	(5.3	)	$	(430.3	)	$	296.7

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2017

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	608.3		$	115.8		$	—		$	724.1
Expenses:
Cost of revenues, exclusive of depreciation and    amortization shown separately below:
Marketing and commissions		—			0.2			122.7			50.6			—			173.5
Operating costs		—			42.5			250.0			59.8			—			352.3
General and administrative		0.2			42.7			33.0			9.9			—			85.8
Facility exit costs		—			—			0.9			—			—			0.9
Depreciation and amortization		—			0.6			40.5			4.2			—			45.3
Total expenses		0.2			86.0			447.1			124.5			—			657.8
Income (loss) from continuing operations		(0.2	)		(86.0	)		161.2			(8.7	)		—			66.3
Interest income		—			—			0.1			0.2			—			0.3
Interest expense		(1.1	)		(138.9	)		(2.0	)		(0.8	)		—			(142.8	)
Interest income (expense) - intercompany		(0.7	)		0.2			0.1			0.4			—			—
Loss (gain) on extinguishment of debt		—			(6.9	)		10.4			—			—			3.5
Other expense, net		—			—			(0.4	)		—			—			(0.4	)
Income (loss) from continuing operations before    income taxes		(2.0	)		(231.6	)		169.4			(8.9	)		—			(73.1	)
Income tax benefit (provision)		—			(11.9	)		41.9			(2.8	)		—			27.2
Income (loss) from continuing operations,    net of tax		(2.0	)		(243.5	)		211.3			(11.7	)		—			(45.9	)
Income (loss) from discontinued operations,    net of tax		—			(31.9	)		53.4			—			—			21.5
Equity in income (loss) of subsidiaries		(23.2	)		252.2			(12.5	)		—			(216.5	)		—
Net income (loss)		(25.2	)		(23.2	)		252.2			(11.7	)		(216.5	)		(24.4	)
Less: net income attributable to non-    controlling interest		—			—			—			(0.8	)		—			(0.8	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	(25.2	)	$	(23.2	)	$	252.2		$	(12.5	)	$	(216.5	)	$	(25.2	)
Net income (loss)	$	(25.2	)	$	(23.2	)	$	252.2		$	(11.7	)	$	(216.5	)	$	(24.4	)
Currency translation adjustment, net of tax		6.2			6.3			(1.8	)		10.0			(14.4	)		6.3
Comprehensive income (loss)		(19.0	)		(16.9	)		250.4			(1.7	)		(230.9	)		(18.1	)
Less: comprehensive income attributable to non-    controlling interest		—			—			—			(0.9	)		—			(0.9	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	(19.0	)	$	(16.9	)	$	250.4		$	(2.6	)	$	(230.9	)	$	(19.0	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2016

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net revenues	$	—		$	—		$	620.4		$	121.6		$	—		$	742.0
Expenses:
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions		—			0.2			149.2			51.4			—			200.8
Operating costs		—			43.9			206.6			67.9			—			318.4
General and administrative		0.2			64.2			37.7			7.0			—			109.1
Facility exit costs		—			—			1.1			—			—			1.1
Depreciation and amortization		—			1.0			47.5			6.8			—			55.3
Total expenses		0.2			109.3			442.1			133.1			—			684.7
Income (loss) from continuing operations		(0.2	)		(109.3	)		178.3			(11.5	)		—			57.3
Interest income		—			—			0.4			0.1			—			0.5
Interest expense		(2.1	)		(69.6	)		(2.1	)		(1.0	)		—			(74.8	)
Interest income (expense) - intercompany		(0.7	)		(1.6	)		1.8			0.5			—			—
Other income, net		—			—			0.1			—			—			0.1
Income (loss) from continuing operations before    income taxes		(3.0	)		(180.5	)		178.5			(11.9	)		—			(16.9	)
Income tax benefit (provision)		—			(3.8	)		3.5			(3.1	)		—			(3.4	)
Income (loss) from continuing operations,    net of tax		(3.0	)		(184.3	)		182.0			(15.0	)		—			(20.3	)
Income (loss) from discontinued operations,    net of tax		—			(31.6	)		68.2			—			—			36.6
Equity in income (loss) of subsidiaries		18.7			234.6			(15.6	)		—			(237.7	)		—
Net income (loss)		15.7			18.7			234.6			(15.0	)		(237.7	)		16.3
Less: net income attributable to non-controlling    interest		—			—			—			(0.6	)		—			(0.6	)
Net income (loss) attributable to Affinion Group    Holdings, Inc.	$	15.7		$	18.7		$	234.6		$	(15.6	)	$	(237.7	)	$	15.7
Net income (loss)	$	15.7		$	18.7		$	234.6		$	(15.0	)	$	(237.7	)	$	16.3
Currency translation adjustment, net of tax		(9.5	)		(9.5	)		2.9			(1.4	)		8.1			(9.4	)
Comprehensive income (loss)		6.2			9.2			237.5			(16.4	)		(229.6	)		6.9
Less: comprehensive income attributable to non-    controlling interest		—			—			—			(0.7	)		—			(0.7	)
Comprehensive income (loss) attributable to    Affinion Group Holdings, Inc.	$	6.2		$	9.2		$	237.5		$	(17.1	)	$	(229.6	)	$	6.2

Schedule of Consolidating Statement of Cash Flows

CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2018
(In millions)  

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	302.1		$	303.2		$	140.3		$	(1.1	)	$	(441.2	)	$	303.3
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.9			41.1			6.9			—			48.9
Payment-in-kind interest		—			88.7			—			—			—			88.7
Amortization of debt discount, financing costs and    carrying value adjustment		—			16.0			—			—			—			16.0
Provision for accounts receivable loss		—			—			0.7			0.2			—			0.9
Loss on extinguishment of debt		—			32.0			—			—			—			32.0
Gain on sale of business		—			(530.1	)		57.0			—			—			(473.1	)
Facility exit costs		—			—			3.9			0.4			—			4.3
Share-based compensation		—			1.7			—			—			—			1.7
Deferred income taxes		—			0.9			(2.7	)		(1.2	)		—			(3.0	)
Equity in (income) loss of subsidiaries		(303.2	)		(140.3	)		2.3			—			441.2			—
Net change in assets and liabilities:
Receivables		—			(10.6	)		34.7			5.5			—			29.6
Prepaid commissions		—			—			(1.6	)		(4.0	)		—			(5.6	)
Other current assets		—			(18.1	)		0.6			2.1			—			(15.4	)
Other non-current assets		—			(2.7	)		(20.6	)		0.1			—			(23.2	)
Accounts payable and accrued expenses		1.1			6.4			12.2			(7.4	)		—			12.3
Deferred revenue		—			(0.1	)		2.9			—			—			2.8
Income taxes receivable and payable		—			0.1			2.5			(3.7	)		—			(1.1	)
Other long-term liabilities		—			(2.9	)		(1.0	)		2.9			—			(1.0	)
Other, net		—			(20.4	)		67.6			(44.3	)		—			2.9
Net cash provided by (used in) operating    activities		—			(275.3	)		339.9			(43.6	)		—			21.0
Investing Activities
Capital expenditures		—			(2.6	)		(28.0	)		(1.5	)		—			(32.1	)
Acquisition related payments, net of cash acquired		—			(6.5	)		—			0.8			—			(5.7	)
Proceeds from sale of business, net of cash    transferred		—			542.5			(25.2	)		—			—			517.3
Intercompany receivables and payables		—			—			(304.7	)		—			304.7			—
Net cash provided by (used in) investing    activities		—			533.4			(357.9	)		(0.7	)		304.7			479.5
Financing Activities
Borrowings under revolving credit facility, net		—			45.0			—			—			—			45.0
Principal payments on borrowings		—			(506.7	)		(0.4	)		—			—			(507.1	)
Financing costs		—			(0.3	)		—			—			—			(0.3	)
Dividend paid to non-controlling interest		—			—			—			(0.9	)		—			(0.9	)
Intercompany dividend		—			0.3			0.4			(0.7	)		—			—
Intercompany receivables and payables		—			255.8			—			48.9			(304.7	)		—
Intercompany loans		—			6.9			(1.9	)		(5.0	)		—			—
Net cash provided by (used in) financing    activities		—			(199.0	)		(1.9	)		42.3			(304.7	)		(463.3	)
Effect of changes in exchange rates on cash, cash    equivalents and restricted cash		—			—			(0.6	)		(2.1	)		—			(2.7	)
Net increase (decrease) in cash, cash equivalents and    restricted cash		—			59.1			(20.5	)		(4.1	)		—			34.5
Cash, cash equivalents and restricted cash, beginning of    period		—			5.2			33.8			25.6			—			64.6
Cash, cash equivalents and restricted cash, end of period	$	—		$	64.3		$	13.3		$	21.5		$	—		$	99.1

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017
(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	(25.2	)	$	(23.2	)	$	252.2		$	(11.7	)	$	(216.5	)	$	(24.4	)
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.6			42.0			4.2			—			46.8
Payment-in-kind interest		—			41.7			—			—			—			41.7
Amortization of debt discount, financing costs    and carrying value adjustment		—			3.1			(3.2	)		—			—			(0.1	)
Provision for accounts receivable loss		—			—			1.5			3.3			—			4.8
Loss (gain) on extinguishment of debt		—			6.9			(10.4	)		—			—			(3.5	)
Facility exit costs		—			—			1.4			—			—			1.4
Share-based compensation		—			2.5			—			—			—			2.5
Deferred income taxes		—			(2.1	)		(20.0	)		0.1			—			(22.0	)
Equity in (income) loss of subsidiaries		23.2			(252.2	)		12.5			—			216.5			—
Net change in assets and liabilities:
Receivables		—			(0.4	)		(15.2	)		(5.3	)		—			(20.9	)
Prepaid commissions		—			—			(0.6	)		(5.2	)		—			(5.8	)
Other current assets		—			(12.5	)		6.6			6.7			—			0.8
Other non-current assets		—			(0.4	)		3.6			0.7			—			3.9
Accounts payable and accrued expenses		—			(6.0	)		2.0			(6.8	)		—			(10.8	)
Deferred revenue		—			(0.1	)		(5.2	)		(0.1	)		—			(5.4	)
Income taxes receivable and payable		—			—			(0.2	)		—			—			(0.2	)
Other long-term liabilities		—			0.7			(1.4	)		0.9			—			0.2
Other, net		—			(2.7	)		1.0			(1.7	)		—			(3.4	)
Net cash provided by (used in) operating    activities		(2.0	)		(244.1	)		266.6			(14.9	)		—			5.6
Investing Activities
Capital expenditures		—			(0.4	)		(36.8	)		(0.9	)		—			(38.1	)
Acquisition related payments, net of cash acquired		—			—			—			(0.4	)		—			(0.4	)
Intercompany receivables and payables		—			(1.2	)		(332.4	)		—			333.6			—
Net cash provided by (used in) investing    activities		—			(1.6	)		(369.2	)		(1.3	)		333.6			(38.5	)
Financing Activities
Proceeds from borrowings		—			1,539.6			—			—			—			1,539.6
Borrowings (repayments) under revolving credit facility,    net		—			55.0			—			—			—			55.0
Principal payments on borrowings		(11.6	)		(1,394.4	)		(128.7	)		—			—			(1,534.7	)
Financing costs		—			(29.3	)		—			—			—			(29.3	)
Proceeds from issuance of warrants		0.5			—			—			—			—			0.5
Dividend paid to non-controlling interest		—			—			—			(0.7	)		—			(0.7	)
Intercompany receivables and payables		11.6			222.5			1.2			98.3			(333.6	)		—
Intercompany loans		—			(151.8	)		234.8			(83.0	)		—			—
Intercompany dividends		—			0.3			0.7			(1.0	)		—			—
Capital contribution to subsidiary		—			—			(5.9	)		5.9			—			—
Net cash provided by (used in) financing    activities		0.5			241.9			102.1			19.5			(333.6	)		30.4
Effect of changes in exchange rates on cash, cash equivalents and    restricted cash		—			(0.1	)		1.4			2.0			—			3.3
Net increase (decrease) in cash, cash equivalents and restricted cash		(1.5	)		(3.9	)		0.9			5.3			—			0.8
Cash, cash equivalents and restricted cash, beginning of period		1.5			9.1			32.9			20.3			—			63.8
Cash, cash equivalents and restricted cash, end of period		—			5.2			33.8			25.6			—			64.6
Less: cash, cash equivalents and restricted cash of discontinued    operations, end of period		—			—			(15.2	)		—			—			(15.2	)
Cash, cash equivalents and restricted cash, end of    period	$	—		$	5.2		$	18.6		$	25.6		$	—		$	49.4

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016

(In millions)

										Non-
				Subsidiary			Guarantor			Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Operating Activities
Net income (loss)	$	15.7		$	18.7		$	234.6		$	(15.0	)	$	(237.7	)	$	16.3
Adjustments to reconcile net income (loss) to net cash    provided by (used in) operating activities:
Depreciation and amortization		—			0.4			49.5			6.8			—			56.7
Amortization of debt discount, financing costs and    carrying value adjustment		—			(23.0	)		(8.4	)		—			—			(31.4	)
Provision for accounts receivable loss		—			—			0.2			—			—			0.2
Facility exit costs		—			—			0.8			—			—			0.8
Share-based compensation		—			3.7			—			—			—			3.7
Deferred income taxes		—			0.4			2.7			(0.7	)		—			2.4
Equity in (income) loss of subsidiaries		(18.7	)		(234.6	)		15.6			—			237.7			—
Net change in assets and liabilities:
Receivables		—			(0.7	)		(25.9	)		1.0			—			(25.6	)
Prepaid commissions		—			—			3.6			0.1			—			3.7
Other current assets		—			8.5			5.7			(0.7	)		—			13.5
Other non-current assets		—			0.2			(2.0	)		1.2			—			(0.6	)
Accounts payable and accrued expenses		2.5			(4.6	)		4.3			(6.6	)		—			(4.4	)
Deferred revenue		—			(0.1	)		(13.2	)		(1.1	)		—			(14.4	)
Income taxes receivable and payable		—			(0.6	)		0.1			0.2			—			(0.3	)
Other long-term liabilities		—			4.9			(0.9	)		(1.0	)		—			3.0
Other, net		—			3.2			0.5			(1.6	)		—			2.1
Net cash provided by (used in) operating    activities		(0.5	)		(223.6	)		267.2			(17.4	)		—			25.7
Investing Activities
Capital expenditures		—			(1.5	)		(29.9	)		(2.9	)		—			(34.3	)
Intercompany receivables and payables		(2.2	)		—			(245.9	)		—			248.1			—
Net cash provided by (used in) investing    activities		(2.2	)		(1.5	)		(275.8	)		(2.9	)		248.1			(34.3	)
Financing Activities
Principal payments on borrowings		—			(7.7	)		(0.1	)		—			—			(7.8	)
Dividend paid to non-controlling interest		—			—			—			(0.5	)		—			(0.5	)
Intercompany receivables and payables		—			245.8			—			2.3			(248.1	)		—
Intercompany loans		—			(34.6	)		27.5			7.1			—			—
Intercompany dividends		—			—			0.5			(0.5	)		—			—
Capital contribution to subsidiary		—			(0.3	)		(13.9	)		14.2			—			—
Net cash provided by (used in) financing    activities		—			203.2			14.0			22.6			(248.1	)		(8.3	)
Effect of changes in exchange rates on cash, cash    equivalents and restricted cash		—			—			(2.0	)		(1.9	)		—			(3.9	)
Net increase (decrease) in cash, cash equivalents and    restricted cash		(2.7	)		(21.9	)		3.4			0.4			—			(20.8	)
Cash, cash equivalents and restricted cash, beginning of    period		4.2			31.0			29.5			19.9			—			84.6
Cash, cash equivalents and restricted cash, end of period		1.5			9.1			32.9			20.3			—			63.8
Less: cash, cash equivalents and restricted cash of    discontinued operations, end of period		—			—			(16.7	)		—			—			(16.7	)
Cash, cash equivalents and restricted cash, end of    period	$	1.5		$	9.1		$	16.2		$	20.3		$	—		$	47.1

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Basis of Presentation, Business Description and Liquidity - Additional Information (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Apr. 08, 2019 USD ($) $ / shares	May 10, 2017 USD ($)	Dec. 31, 2018 USD ($) Segment $ / shares	Dec. 31, 2017 $ / shares	Dec. 31, 2016 $ / shares	Oct. 17, 2005 USD ($)
Basis Of Presentation Business Description And Liquidity [Line Items]
Number of operating segments | Segment			3
Common stock, par value | $ / shares			$ 0.01	$ 0.01	$ 0.01
Aggregate principal amount		$ 532.6
Senior cash 12.5%/ PIK Step-Up to 15.5% notes due 2022
Basis Of Presentation Business Description And Liquidity [Line Items]
Cash interest percentage		12.50%	12.50%	12.50%
PIK interest percentage			15.50%	15.50%
Subsequent Event | 2019 Exchange Offer | Affinion Holdings And Affinion
Basis Of Presentation Business Description And Liquidity [Line Items]
Common stock, par value | $ / shares	$ 0.000001
Aggregate principal amount	$ 300.0
Proceeds from rights offering	300.0
Net cash proceeds previously held in escrow	5.0
Cash utilized for payment of term loan principal and interest	153.0
Repayment of amounts outstanding under our revolving facility loans	108.4
Repayments of recapitalization costs	$ 16.3
Subsequent Event | 2019 Exchange Offer | Affinion Holdings And Affinion | Senior cash 12.5%/ PIK Step-Up to 15.5% notes due 2022
Basis Of Presentation Business Description And Liquidity [Line Items]
Cash interest percentage	12.50%
PIK interest percentage	15.50%
Subsequent Event | 2019 Exchange Offer | Class M Common Stock | Affinion Holdings And Affinion
Basis Of Presentation Business Description And Liquidity [Line Items]
Common stock, par value | $ / shares	$ 0.01
2019 Recapitalization
Basis Of Presentation Business Description And Liquidity [Line Items]
Reduction in estimated cash interest costs			$ 39.3
Additional liquidity			$ 27.3
Cendant Marketing Services Division
Basis Of Presentation Business Description And Liquidity [Line Items]
Sale pursuant to a purchase agreement						$ 1,800.0

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Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	1 Months Ended		3 Months Ended		12 Months Ended
	Dec. 31, 2017 USD ($)	May 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) Customer	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Corporate income tax rate					21.00%	35.00%	35.00%
Goodwill long-term growth rate			2.00%	2.00%
Fair value in excess of carrying value	25.00%		25.00%	25.00%	25.00%	25.00%
Number of largest clients of company | Customer					10
Percentage of revenue derived from largest clients					42.50%	42.30%	39.20%
Value of notes exchanged		$ 286.3
Accrued interest	$ 30.3	9.0	$ 25.8	$ 30.3	$ 25.8	$ 30.3
New common shares issued in debt exchange and subscription rights offering		321.1
Warrants issued	31.1	7.7	31.1	31.1	31.1	31.1
Increase in long term debt	41.7				86.2
Property and equipment acquired at fair value						1.1
Accrued property and equipment	1.3		0.7	1.3	0.7	1.3	$ 1.6
Net cash provided by operating activities					21.0	5.6	25.7
Net cash used in investing activities					479.5	(38.5)	(34.3)
Cash, cash equivalents and restricted cash	49.4		$ 99.1	49.4	$ 99.1	49.4	47.1
Accounting Standards Update 2016-18
Summary Of Significant Accounting Policies [Line Items]
Cash, cash equivalents and restricted cash	$ 24.8			$ 24.8		24.8	26.1	$ 29.2
Accounting Standards Update 2016-18 | Restatement Adjustment
Summary Of Significant Accounting Policies [Line Items]
Net cash provided by operating activities						1.4	(0.1)
Net cash used in investing activities						$ 0.6	$ 1.8
Commitment and Funding Premiums
Summary Of Significant Accounting Policies [Line Items]
New common shares issued in debt exchange and subscription rights offering		25.8
Warrants issued		$ 0.6
Revenue | largest client and customers
Summary Of Significant Accounting Policies [Line Items]
Revenue from Company's largest client and its customers					14.80%	14.60%	11.70%
Impairment of goodwill and other long-lived assets
Summary Of Significant Accounting Policies [Line Items]
Minimum discount rates	9.50%		10.00%	9.50%	10.00%	9.50%
Maximum discount rates	11.00%		11.00%	11.00%	11.00%	11.00%
Minimum
Summary Of Significant Accounting Policies [Line Items]
Agreement terminated notice period					30 days
Minimum | ASC 842
Summary Of Significant Accounting Policies [Line Items]
Operating lease, right-of-use asset			$ 37.7		$ 37.7
Operating lease, liability			52.7		$ 52.7
Maximum
Summary Of Significant Accounting Policies [Line Items]
Agreement terminated notice period					90 days
Maximum | ASC 842
Summary Of Significant Accounting Policies [Line Items]
Operating lease, right-of-use asset			41.5		$ 41.5
Operating lease, liability			$ 58.0		$ 58.0
Leasehold improvements | Minimum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					5 years
Leasehold improvements | Maximum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					15 years
Capitalized software | Minimum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					3 years
Capitalized software | Maximum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					5 years
Computer equipment | Minimum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					3 years
Computer equipment | Maximum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					5 years
Furniture, fixtures and equipment | Minimum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					5 years
Furniture, fixtures and equipment | Maximum
Summary Of Significant Accounting Policies [Line Items]
Useful lives					7 years

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Summary of Significant Accounting Policies - Amortization Method and Estimated Useful Lives of Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2018
Member relationships
Acquired Finite Lived Intangible Assets [Line Items]
Amortization Method	Declining balance
Member relationships | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	5 years
Member relationships | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	8 years
Affinity relationships
Acquired Finite Lived Intangible Assets [Line Items]
Amortization Method	Declining balance, straight line
Affinity relationships | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	1 year
Affinity relationships | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	14 years
Proprietary databases and systems
Acquired Finite Lived Intangible Assets [Line Items]
Amortization Method	Straight line
Proprietary databases and systems | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	3 years
Proprietary databases and systems | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	10 years
Trademarks and trade names
Acquired Finite Lived Intangible Assets [Line Items]
Amortization Method	Straight line
Trademarks and trade names | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	5 years
Trademarks and trade names | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	15 years
Patents and technology
Acquired Finite Lived Intangible Assets [Line Items]
Amortization Method	Declining balance, straight line
Patents and technology | Minimum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	5 years
Patents and technology | Maximum
Acquired Finite Lived Intangible Assets [Line Items]
Estimated Useful Lives	12 years
Covenants not-to-compete
Acquired Finite Lived Intangible Assets [Line Items]
Amortization Method	Straight line
Estimated Useful Lives	Contract life

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Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Balance, beginning of period	$ 7.5	$ 3.0	$ 3.0
Provision, net of recoveries	0.7	4.8	0.2
Write-offs	(0.6)	(0.3)	(0.2)
Balance, end of period	$ 7.6	$ 7.5	$ 3.0

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Revenues - Summary of Cumulative Effect of Changes made to Company's Unaudited Condensed Consolidated Balance Sheet to Reflect adoption of ASC 606 (Details) - USD ($) $ in Millions	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Liabilities
Deferred revenue	$ 32.9	$ 37.7	$ 39.3
Equity
Accumulated deficit	$ (1,688.0)	(1,990.1)	(1,991.7)
Balance at December 31, 2017
Liabilities
Deferred revenue			39.3
Equity
Accumulated deficit			$ (1,991.7)
Accounting Standards Update 2014-09 | Adjustments Due to Adoption of ASC 606
Liabilities
Deferred revenue		(1.6)
Equity
Accumulated deficit		$ 1.6

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Revenues - Schedule of Disaggregation of Revenues from Contracts with Customers along with Reportable Segment for Each Category (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disaggregation Of Revenue [Line Items]
Total	$ 154.4	$ 177.1	$ 179.3	$ 189.0	$ 175.0	$ 183.3	$ 181.2	$ 184.6	$ 699.8	$ 724.1	$ 742.0
Operating Segments
Disaggregation Of Revenue [Line Items]
Total									600.4	584.4	553.3
Operating Segments | Global Loyalty
Disaggregation Of Revenue [Line Items]
Total									239.3	225.1	167.0
Operating Segments | Global Customer Engagement
Disaggregation Of Revenue [Line Items]
Total									361.1	359.3	386.3
Operating Segments | Global Customer Engagement | Revenue Enhancements
Disaggregation Of Revenue [Line Items]
Total									261.5	255.3	268.3
Operating Segments | Global Customer Engagement | Engagement Solutions
Disaggregation Of Revenue [Line Items]
Total									99.6	104.0	118.0
Operating Segments | Legacy Membership and Package
Disaggregation Of Revenue [Line Items]
Total									$ 99.4	$ 139.7	189.8
Eliminations
Disaggregation Of Revenue [Line Items]
Total											$ (1.1)

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Revenues - Additional Information (Details) $ in Millions	Dec. 31, 2018 USD ($)
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 0.7
Global Customer Engagement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 0.3
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Global Customer Engagement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 0.3
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Global Customer Engagement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 0.1
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

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Revenues - Additional Information (Details 1) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 0.7
Revenue, remaining performance obligation, expected timing of satisfaction, explanation	As of December 31, 2018, the Company has remaining performance obligations under fixed consideration arrangements of $0.3 million in 2019, $0.3 million in 2020 and $0.1 million in 2021, for a total of $0.7 million, all of which relate to the Global Customer Engagement Segment
Change in total contract liabilities	$ 6.4
Percentage of change in total contract liabilities	16.30%
Global Customer Engagement | Commission Costs
Disaggregation Of Revenue [Line Items]
Capitalized contract cost	$ 55.1
Amortization expense for asset recognized	56.8
Global Loyalty | Contract Fulfilled Costs
Disaggregation Of Revenue [Line Items]
Capitalized contract cost	1.4
Amortization expense for asset recognized	$ 0.5

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Revenues - Schedule of Balance of Contract Liabilities Classified as Deferred Revenue (Details) - USD ($) $ in Millions	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Revenue From Contract With Customer [Abstract]
Deferred revenue - current	$ 29.7		$ 35.2
Deferred revenue - non-current	3.2		4.1
Total	$ 32.9	$ 37.7	$ 39.3

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Revenues - Additional Information (Details 2) - ASC 606 - Insurance Solutions	12 Months Ended
	Dec. 31, 2018 USD ($)
Disaggregation Of Revenue [Line Items]
Revenue, performance obligation, discontinued operation	$ 0
Minimum
Disaggregation Of Revenue [Line Items]
Revenue performance obligation, expected timing of satisfaction, period, discontinued operation	1 year

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Discontinued Operations - Summary of Consideration Paid by Purchaser and Net Gain Recognized in Connection with 2018 Divestiture (Details) - Insurance Solutions $ in Millions	Aug. 15, 2018 USD ($)
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash received	$ 542.5
Net assets sold	(58.9)
Direct costs to sell	(10.5)
Gain on sale of business before income taxes	$ 473.1

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Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions		5 Months Ended	12 Months Ended
	Jul. 03, 2018	Dec. 31, 2018	Dec. 31, 2018
Affinion Benefits Group, LLC | AIS Holdco, LLC
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Term of services provided to purchaser	5 years
Affinion Benefits Group, LLC | AIS Holdco, LLC | Other Income (Expense) Net
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Services providing expenses, net		$ 0.8
Insurance Solutions
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Disposal transaction, debt repaid			$ 466.7
2017 Credit Facility | Insurance Solutions
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Disposal transaction, debt repaid			466.7
Repayment premium			$ 14.0

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Discontinued Operations - Summary of Carrying Amounts of Assets and Liabilities Reclassified to Current and Non-Current Assets and Liabilities Held for Sale (Details) $ in Millions	Dec. 31, 2017 USD ($)
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Current assets held for sale	$ 46.0
Non-current assets held for sale	83.3
Current liabilities held for sale	49.1
Non-current liabilities held for sale	7.6
Insurance Solutions | Discontinued Operations, Held for Sale
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Cash and cash equivalents	0.3
Restricted cash	14.9
Receivables	2.2
Profit-sharing receivables from insurance carriers	21.3
Prepaid commissions	7.2
Other current assets	0.1
Current assets held for sale	46.0
Property and equipment, net	4.9
Contract rights and list fees, net	18.8
Goodwill	58.3
Other non-current assets	1.3
Non-current assets held for sale	83.3
Accounts payable and accrued expenses	32.8
Deferred revenue	16.3
Current liabilities held for sale	49.1
Other long-term liabilities	7.6
Non-current liabilities held for sale	$ 7.6

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Discontinued Operations - Composition of Income from Discontinued Operations, Net of Tax (Details) - USD ($) $ in Millions		3 Months Ended																12 Months Ended
	Aug. 15, 2018	Dec. 31, 2018	[1]	Sep. 30, 2018	[1]	Jun. 30, 2018	[1]	Mar. 31, 2018	[1]	Dec. 31, 2017	[2]	Sep. 30, 2017	[2]	Jun. 30, 2017	[2]	Mar. 31, 2017	[2]	Dec. 31, 2018		Dec. 31, 2017	Dec. 31, 2016
Disposal
Income from discontinued operations, net of tax		$ (4.2)		$ 456.9		$ (3.1)		$ (1.8)		$ 1.0		$ 10.2		$ 0.8		$ 9.5		$ 447.8		$ 21.5	$ 36.6
Insurance Solutions
Disposal
Gain on sale of business before income taxes	$ 473.1
Insurance Solutions | Discontinued Operations, Held for Sale
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Net revenues																		127.3	[3]	229.0	227.4
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions																		78.8	[3]	134.7	134.9
Operating costs																		6.3	[3]	9.8	8.8
General and administrative																		5.5		8.0	6.9
Facility exit costs																				0.5	(0.3)
Depreciation and amortization																		0.7	[3]	1.5	1.4
Total expenses																		91.3	[3]	154.5	151.7
Income from operations																		36.0	[3]	74.5	75.7
Interest expense																		31.2	[3]	43.7	35.1
Income from discontinued operations before income taxes																		4.8	[3]	30.8	40.6
Income tax provision																				(9.3)	(4.0)
Income from discontinued operations, net of tax																		4.8	[3]	21.5	36.6
Disposal
Gain on sale of business before income taxes																		473.1
Income tax provision																		(30.1)
Gain on sale of business, net of tax																		443.0
Income from discontinued operations, net of tax																		$ 447.8	[3]	$ 21.5	$ 36.6

[1] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

[2] During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

[3] Includes operating results through August 15, 2018, the date the Company completed the ABG Sale.

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Discontinued Operations - Composition of Operating and Investing Activities of Discontinued Operations (Details) - Insurance Solutions - Discontinued Operations, Held for Sale - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	[1]	Dec. 31, 2017	Dec. 31, 2016
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Net cash flows provided by operating activities	$ 11.7		$ 0.3	$ 1.3
Cash flows used in investing activities:
Capital expenditures	$ (1.7)		$ (1.5)	$ (1.4)

[1] Includes cash flows through August 15, 2018, the date the Company completed the ABG Sale.

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Acquisition - Additional Information (Details) - Tavisca Solutions Private Limited - USD ($) $ in Millions	Feb. 08, 2018	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Ownership percentage acquired	100.00%
Purchase price	$ 8.5
Consideration paid, cash portion	6.5
Contingent consideration remaining portion	2.0
Contingent consideration fair value	1.7
Contingent consideration, Additional consideration amount	13.0
Contingent consideration, discounted amount	9.6
Intangible assets assumed	5.2
Acquisition costs incurred	1.5	$ 1.1	$ 0.4
Patents and technology
Business Acquisition [Line Items]
Intangible assets assumed	$ 4.6
Intangible assets, Useful life	2 years
Affinity relationships
Business Acquisition [Line Items]
Intangible assets assumed	$ 0.6
Intangible assets, Useful life	1 year
Measurement Input, Discount Rate
Business Acquisition [Line Items]
Discount rate	14.4

XML

Acquisition - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Dec. 31, 2018	Feb. 08, 2018	Dec. 31, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Goodwill	$ 173.4		$ 166.4	$ 159.9
Tavisca Solutions Private Limited
Business Acquisition [Line Items]
Cash and cash equivalents		$ 0.8
Receivables		0.6
Other current assets		1.2
Property and equipment		0.1
Goodwill		11.3
Other intangibles		5.2
Other non-current assets		0.6
Deferred income taxes		(1.6)
Other long-term liabilities		(0.4)
Total consideration		$ 17.8

XML

Intangible Assets and Goodwill - Schedule of Amortizable Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,297.1	$ 1,350.5
Accumulated Amortization	(1,268.5)	(1,316.5)
Net Carrying Amount	28.6	34.0
Member relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	585.5	636.1
Accumulated Amortization	(584.3)	(634.4)
Net Carrying Amount	1.2	1.7
Affinity relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	585.9	590.5
Accumulated Amortization	(564.6)	(564.1)
Net Carrying Amount	21.3	26.4
Proprietary databases and systems
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	45.7	45.8
Accumulated Amortization	(44.9)	(44.6)
Net Carrying Amount	0.8	1.2
Trademarks and trade names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	26.5	27.9
Accumulated Amortization	(23.7)	(23.4)
Net Carrying Amount	2.8	4.5
Patents and technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	52.2	47.7
Accumulated Amortization	(49.7)	(47.6)
Net Carrying Amount	2.5	0.1
Covenants not to compete
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	1.3	2.5
Accumulated Amortization	$ (1.3)	(2.4)
Net Carrying Amount		$ 0.1

XML

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Finite Lived Intangible Assets [Line Items]
Increase (decrease) in intangible assets	$ (8.6)	$ 14.3
Increase (decrease) in accumulated amortization	(7.9)	14.2
Expected amortization expense in 2019	8.5
Expected amortization expense in 2020	5.7
Expected amortization expense in 2021	3.7
Expected amortization expense in 2022	3.4
Expected amortization expense in 2023	2.9
Goodwill, gross	602.4	595.4	$ 588.9
Accumulated impairment loss	429.0	429.0	429.0
Global loyalty products | 2006 Recognition Period
Finite Lived Intangible Assets [Line Items]
Accumulated impairment loss	15.5	15.5	15.5
Legacy Membership and Package | 2014 Recognition Period
Finite Lived Intangible Assets [Line Items]
Accumulated impairment loss	292.4	292.4	292.4
Legacy Membership and Package | 2015 Recognition Period
Finite Lived Intangible Assets [Line Items]
Accumulated impairment loss	89.6	89.6	89.6
Prospectiv | Legacy Membership and Package | 2012 Recognition Period
Finite Lived Intangible Assets [Line Items]
Accumulated impairment loss	$ 31.5	$ 31.5	$ 31.5

XML

Intangible Assets and Goodwill - Schedule of Amortization Expense Relating to Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Finite Lived Intangible Assets [Line Items]
Amortization expenses	$ 9.9	$ 8.2	$ 12.8
Member relationships
Finite Lived Intangible Assets [Line Items]
Amortization expenses	0.4	0.6	1.4
Affinity relationships
Finite Lived Intangible Assets [Line Items]
Amortization expenses	5.5	5.6	8.6
Proprietary databases and systems
Finite Lived Intangible Assets [Line Items]
Amortization expenses	0.4	0.4	0.4
Trademarks and trade names
Finite Lived Intangible Assets [Line Items]
Amortization expenses	1.4	1.4	1.3
Patents and technology
Finite Lived Intangible Assets [Line Items]
Amortization expenses	2.1	0.1	1.0
Covenants not to compete
Finite Lived Intangible Assets [Line Items]
Amortization expenses	$ 0.1	$ 0.1	$ 0.1

XML

Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 166.4	$ 159.9
Acquisition	11.3
Currency translation	(4.3)	6.5
Goodwill, Ending Balance	173.4	166.4
Global Loyalty
Goodwill [Line Items]
Goodwill, Beginning Balance	105.9	104.8
Acquisition	11.3
Currency translation	(0.4)	1.1
Goodwill, Ending Balance	116.8	105.9
Global Customer Engagement
Goodwill [Line Items]
Goodwill, Beginning Balance	60.5	55.1
Currency translation	(3.9)	5.4
Goodwill, Ending Balance	$ 56.6	$ 60.5

XML

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Prepaid Expense And Other Assets Current [Abstract]
Gift card inventory	$ 23.7	$ 17.2
Prepaid credit card charges	33.6	15.3
Other receivables	11.1	10.6
Prepaid information technology costs	6.2	6.4
Other	17.0	20.1
Total	$ 91.6	$ 69.6

XML

Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Property Plant And Equipment [Line Items]
Property plant and equipment	$ 488.3	$ 468.1
Less: Accumulated depreciation	(396.4)	(364.6)
Total	91.9	103.5
Leasehold improvements
Property Plant And Equipment [Line Items]
Property plant and equipment	20.4	21.2
Capitalized software
Property Plant And Equipment [Line Items]
Property plant and equipment	353.0	320.0
Computer equipment
Property Plant And Equipment [Line Items]
Property plant and equipment	74.6	75.3
Furniture, fixtures and equipment
Property Plant And Equipment [Line Items]
Property plant and equipment	23.4	18.8
Projects in progress
Property Plant And Equipment [Line Items]
Property plant and equipment	$ 16.9	$ 32.8

XML

Property and Equipment, Net - Components of Property and Equipment, Net (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Property Plant And Equipment [Abstract]
Computer equipment under capital leases	$ 3.5	$ 3.2

XML

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Depreciation expense on property and equipment	$ 38.3	$ 37.1	$ 42.4

XML

Accounts Payable and Accrued Expenses - Components of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	May 31, 2017
Payables And Accruals [Abstract]
Accounts payable	$ 69.7	$ 83.6
Accrued payroll and related costs	46.7	30.7
Gift card deposits	46.6	32.7
Accrued interest	25.8	30.3	$ 9.0
Accrued product costs	18.1	18.3
Accrued legal and professional fees and loss contingency accruals	14.5	13.2
Accrued revenue sharing payable	7.0	23.4
Other	62.9	60.5
Total	$ 291.3	$ 292.7

XML

Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total debt	$ 1,587.9	$ 1,926.9
Less: current portion of long-term debt	(13.8)	(13.9)
Less: unamortized deferred financing costs	(14.9)	(25.7)
Long-term debt	1,559.2	1,887.3
Term loan due 2022
Debt Instrument [Line Items]
Carrying value of debt	825.4	1,300.8
Revolving credit facility expiring in 2022
Debt Instrument [Line Items]
Carrying value of debt	98.2	52.6
Senior cash 12.5%/ PIK Step-Up to 15.5% notes due 2022
Debt Instrument [Line Items]
Carrying value of debt	663.4	572.4
Capital lease obligations
Debt Instrument [Line Items]
Carrying value of debt	$ 0.9	$ 1.1

XML

Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Details) - USD ($) $ in Millions		12 Months Ended
	May 10, 2017	Dec. 31, 2018	Dec. 31, 2017
Term loan due 2022
Debt Instrument [Line Items]
Debt Instruments, unamortized discount		$ 12.0	$ 29.2
Effective interest rate on notes		10.01%	10.01%
Revolving credit facility expiring in 2022
Debt Instrument [Line Items]
Debt Instruments, unamortized discount		$ 1.8	$ 2.4
Senior cash 12.5%/ PIK Step-Up to 15.5% notes due 2022
Debt Instrument [Line Items]
Debt Instruments, unamortized discount		$ 18.1	$ 22.9
Effective interest rate on notes		16.20%	16.20%
Cash interest percentage	12.50%	12.50%	12.50%
PIK interest percentage		15.50%	15.50%

XML

Long-Term Debt - Additional Information - 2018 Financing Transactions (Details) - USD ($)	Nov. 14, 2018	May 10, 2017
Debt Instrument [Line Items]
Original principal amount		$ 532,600,000
Second Lien Facility
Debt Instrument [Line Items]
Line of credit facility expiration period	91 days
Interest rate under line of credit facility	12.00%
Second Lien Commitment Parties | Second Lien Facility
Debt Instrument [Line Items]
Original principal amount	$ 20,500,000
Line of credit facility maximum borrowing capacity	$ 17,000,000
Line of credit facility commitment financing percentage	12.00%
Second Lien Commitment Parties | Second Lien Facility | Minimum
Debt Instrument [Line Items]
Percentage of outstanding common stock owned	5.00%
Percentage of common stockholders approval for commitment letter	66.67%
Second Lien Commitment Parties | Second Lien Facility | Maximum
Debt Instrument [Line Items]
Percentage of common stockholders approval for commitment letter	66.67%

XML

Long-Term Debt - Additional Information - Credit Agreement Refinancing and International Notes Redemption (Details) - USD ($)					4 Months Ended	8 Months Ended	12 Months Ended		20 Months Ended
	Nov. 14, 2018	Jun. 09, 2017	May 10, 2017	Nov. 09, 2015	May 10, 2017	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	May 10, 2018	May 04, 2018	Nov. 30, 2017	May 20, 2014
Debt Instrument [Line Items]
Sub-limits for letter of credit and swingline commitments												$ 20,000,000
Aggregate principal amount			$ 532,600,000		$ 532,600,000
Gain (loss) on extinguishment of debt							$ (32,000,000)	$ 3,500,000
Transaction fees and expenses						$ 25,700,000	14,900,000	25,700,000	$ 14,900,000
Letters Of Credit Outstanding Amount							$ 6,500,000		6,500,000
Credit Agreement Refinancing and International Notes Redemption
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt								5,300,000
Unamortized troubled debt restructuring carrying value								21,000,000
Write off of deferred debt issuance cost								6,300,000
Prepayment premium incurred								9,400,000
7.5 % Cash/PIK senior notes due 2018 | Affinion International
Debt Instrument [Line Items]
Principal amount of notes outstanding			$ 118,500,000		$ 118,500,000
Aggregate principal amount of notes, repurchased		$ 118,500,000
Stated interest rate on notes			7.50%	7.50%	7.50%
Debt Instrument, Redemption Price, Percentage		100.00%
Debt instrument, redemption period, start date							May 10, 2017
Debt instrument, redemption period, end date							Jun. 09, 2017
Aggregate principal amount				$ 110,000,000
Cash interest percentage				3.50%
PIK interest percentage				4.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity							$ 110,000,000		$ 110,000,000
Revolving Credit Facility | Affinion Benefits Group, LLC
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	$ 110,000,000
Line of credit facility total secured leverage ratio	527.50%
Percentage for prepayment of term loans	103.00%
Percentage of increase general call protection upon fourth anniversary of closing facility	2.00%
Period for remaining proceeds used to prepay term loans	9 months
Revolving Credit Facility | Affinion Benefits Group, LLC | Through March 31, 2020
Debt Instrument [Line Items]
Quarterly amortization payments	0.25%
Revolving Credit Facility | Affinion Benefits Group, LLC | Through March 31, 2021
Debt Instrument [Line Items]
Quarterly amortization payments	0.625%
Revolving Credit Facility | Affinion Benefits Group, LLC | Thereafter March 31, 2021
Debt Instrument [Line Items]
Quarterly amortization payments	1.25%
Revolving Credit Facility | Affinion Benefits Group, LLC | Maximum
Debt Instrument [Line Items]
Proceeds from sale to be retained	$ 50,000,000
2017 Credit Facility
Debt Instrument [Line Items]
Line of credit facility expiration period			5 years
Maximum required ratio for consolidated fixed charges									6.50%
Minimum required ratio for consolidated fixed charges									1.10%
Immediate release from proceeds from sale of business	45,000,000
Proceeds from ABG sale	50,000,000
Working capital expenditure	32,000,000
Prepayment of outstanding term loans	$ 13,000,000
Percentage of prepayment premium	3.00%
Repayment of principal amount of term loans	$ 31,000,000
Debt Instruments, unamortized discount							$ 36,300,000		$ 36,300,000
2017 Credit Facility | Minimum
Debt Instrument [Line Items]
Percentage of prepayment premium	3.00%
2017 Credit Facility | Option Two
Debt Instrument [Line Items]
Interest margin of loans			6.75%
2017 Credit Facility | LIBOR Loans
Debt Instrument [Line Items]
Interest rate under line of credit facility			1.00%
2017 Credit Facility | LIBOR Loans | Option One
Debt Instrument [Line Items]
Interest margin of loans			7.75%
2017 Credit Facility | Federal Funds Effective Rate | Option Two
Debt Instrument [Line Items]
Interest margin of loans			0.50%
2017 Credit Facility | Alternate Base Rate
Debt Instrument [Line Items]
Interest rate under line of credit facility			2.00%
2017 Credit Facility | Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount on term loans			$ 1,300,000,000		$ 1,300,000,000
Term loans, quarterly amortization payments terms							The term loans provide for quarterly amortization payments totaling (i) for the first two years after May 10, 2017, 1% per annum, (ii) for the third year after May 10, 2017, 2.5% per annum, and (iii) for each year thereafter, 5% per annum, in each case, payable quarterly, with the balance due upon the final maturity date, subject in each case, to reduction of such amortization payments for certain prepayments. The 2017 Credit Facility also requires mandatory prepayments of the outstanding term loans based on excess cash flow (as defined in the 2017 Credit Facility), if any, and the proceeds from certain specified transactions.
Quarterly amortization payments in year one			1.00%		1.00%
Quarterly amortization payments in year two			1.00%		1.00%
Quarterly amortization payments in year three			2.50%		2.50%
Quarterly amortization payments in after year three			5.00%		5.00%
Debt instrument, frequency of periodic payment							Quarterly
Transaction fees and expenses							$ 17,100,000		17,100,000
2017 Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity										$ 80,000,000	$ 80,000,000
Transaction fees and expenses							3,400,000		3,400,000
Outstanding borrowings						55,000,000	100,000,000	$ 55,000,000	100,000,000
Borrowings under revolving credit facility						192,200,000	289,700,000
Repayments under revolving credit facility						$ 137,200,000	244,700,000
Available for borrowings under revolving credit facility							5,000,000		5,000,000
Letters Of Credit Outstanding Amount							$ 5,000,000		$ 5,000,000
2017 Credit Facility | Revolving Credit Facility | Affinion Benefits Group, LLC
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	$ 80,000,000
2014 Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity													$ 80,000,000
Borrowings under revolving credit facility					$ 99,000,000
Repayments under revolving credit facility					$ 99,000,000
2014 Credit Facility | First lien term loan due 2018
Debt Instrument [Line Items]
Aggregate principal amount on term loans													775,000,000
2014 Credit Facility | Second lien term loan due 2018
Debt Instrument [Line Items]
Aggregate principal amount on term loans													$ 425,000,000

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Long-Term Debt - Additional Information - 2017 Exchange Offers, Issuance of New Notes and New Warrants and Redemptions of Other Existing Notes (Details) - USD ($)						1 Months Ended	12 Months Ended
	Jul. 17, 2017	Jul. 12, 2017	Jun. 13, 2017	May 10, 2017	Dec. 12, 2013	May 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Nov. 09, 2015
Debt Instrument [Line Items]
Common stock, par value							$ 0.01	$ 0.01	$ 0.01
Aggregate principal amount				$ 532,600,000
Warrants to purchase common stock				3,974,581
Aggregate principal amount of senior notes holders would receive on exchange						$ 286,300,000
New common shares issued in debt exchange and subscription rights offering						$ 321,100,000
Investor purchase agreement commitment premium payable amount				$ 17,500,000
Investor purchase agreement funding premium payable amount				7,400,000
Gain (loss) on extinguishment of debt							$ (32,000,000)	$ 3,500,000
Transaction fees and expenses							$ 14,900,000	25,700,000
Warrants exercise price per share							$ 0.01
Warrants issued	418,355
Debt Instrument, interest rate terms							Interest on the 2017 Notes is payable semi-annually on May 10 and November 10 of each year, commencing on November 10, 2017.
Maturity date of notes							Nov. 10, 2022
Pre Emptive Rights Offer
Debt Instrument [Line Items]
Warrants exercise price per share										$ 0.01
Warrants issued		63,741
Exchange Offers and Redemption of Affinion's 2010 Senior Notes
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt								(1,800,000)
Affinion Group Inc
Debt Instrument [Line Items]
Aggregate principal amount	$ 532,600,000
Proceeds from rights offering	23,500,000
Proceeds from accrued interest	600,000
Participating Holders
Debt Instrument [Line Items]
Aggregate principal amount				$ 295,300,000
Warrants to purchase common stock				1,172,747
Related Parties | Participating Holders
Debt Instrument [Line Items]
Aggregate principal amount				$ 262,800,000
Warrants to purchase common stock				1,053,871
Investors
Debt Instrument [Line Items]
Aggregate principal amount				$ 237,300,000				$ 515,100,000
Warrants to purchase common stock				2,801,834				4,234,335
Investors | Participating Holders
Debt Instrument [Line Items]
Warrants to purchase common stock				2,791,475
13.75% senior secured PIK
Debt Instrument [Line Items]
Interest rate of notes				13.75%
14.50% toggle notes due 2018
Debt Instrument [Line Items]
Interest rate of notes				14.50%
13.50% senior subordinated notes due 2018
Debt Instrument [Line Items]
Interest rate of notes				13.50%
2017 Warrants
Debt Instrument [Line Items]
Investor pro forma fully diluted maximum ownership percentage on warrant				26.70%
Affinion Holdings
Debt Instrument [Line Items]
Common stock, par value				$ 0.01
Debt instrument, redemption period, end date			Jul. 17, 2017
Affinion Investment
Debt Instrument [Line Items]
Aggregate principal amount	$ 23,700,000
Cash consideration offered for tendered notes				$ 912
Aggregate principal amount of senior notes holders would receive on exchange				12,400,000
New common shares issued in debt exchange and subscription rights offering				12,800,000
Debt instrument, redemption period, end date			Jul. 17, 2017
Debt Instruments, unamortized discount							$ 16,100,000
Affinion Investment | Related Parties
Debt Instrument [Line Items]
Aggregate principal amount of senior notes holders would receive on exchange				12,200,000
New common shares issued in debt exchange and subscription rights offering				12,600,000
Affinion Investment | Private Offer
Debt Instrument [Line Items]
Aggregate principal amount				$ 1,000
Warrants to purchase common stock				3.37
Cash consideration offered for tendered notes				$ 880
Affinion Investment | Common Shares
Debt Instrument [Line Items]
Warrants to purchase common stock				51,005
Affinion Investment | Common Shares | Related Parties
Debt Instrument [Line Items]
Warrants to purchase common stock				49,894
7.875% senior notes due 2018
Debt Instrument [Line Items]
Interest rate of notes				7.875%
Aggregate principal amount				$ 475,000,000
Senior cash 12.5%/ PIK Step-Up to 15.5% notes due 2022
Debt Instrument [Line Items]
Cash interest percentage				12.50%			12.50%	12.50%
PIK interest maximum percentage				15.50%
PIK interest percentage							15.50%	15.50%
Debt Instruments, unamortized discount							$ 18,100,000	$ 22,900,000
Two Thousand Ten Senior Notes
Debt Instrument [Line Items]
Cash consideration offered for tendered notes				$ 417,386
Aggregate principal amount of senior notes holders would receive on exchange				269,700,000
New common shares issued in debt exchange and subscription rights offering				277,800,000
Aggregate principal amount of notes, repurchased				$ 205,300,000
Debt Instrument, Redemption Price, Percentage				100.00%
Debt instrument, redemption period, end date				May 15, 2017
Two Thousand Ten Senior Notes | Related Parties
Debt Instrument [Line Items]
Aggregate principal amount				$ 238,000,000
New common shares issued in debt exchange and subscription rights offering				245,500,000
Two Thousand Ten Senior Notes | Private Offer
Debt Instrument [Line Items]
Aggregate principal amount				$ 1,000
Warrants to purchase common stock				3.37
Cash consideration offered for tendered notes				$ 930
Two Thousand Ten Senior Notes | Common Shares
Debt Instrument [Line Items]
Warrants to purchase common stock				1,103,203
Two Thousand Ten Senior Notes | Common Shares | Related Parties
Debt Instrument [Line Items]
Warrants to purchase common stock				985,438
2013 senior subordinated notes | Affinion Holdings | Related Parties
Debt Instrument [Line Items]
Aggregate principal amount of senior notes holders would receive on exchange				$ 4,600,000
New common shares issued in debt exchange and subscription rights offering				4,700,000
2013 senior subordinated notes | Affinion Holdings | Private Offer
Debt Instrument [Line Items]
Aggregate principal amount				$ 1,000
Warrants to purchase common stock				3.37
Cash consideration offered for tendered notes				$ 700
2013 senior subordinated notes | Affinion Holdings | Common Shares | Related Parties
Debt Instrument [Line Items]
Warrants to purchase common stock				18,539
13.75% senior notes due 2018 | Affinion Holdings
Debt Instrument [Line Items]
Cash interest percentage					13.75%
Aggregate principal amount					$ 292,800,000
Aggregate principal amount of notes, repurchased			$ 11,500,000
Debt Instrument, Redemption Price, Percentage			103.4375%
Principal amount of notes outstanding			$ 11,500,000
PIK interest percentage					13.75%
Incremental percentage on interest rate					0.75%
13.50% senior subordinated notes due 2018 | Affinion Investment
Debt Instrument [Line Items]
Interest rate of notes					13.50%
Aggregate principal amount					$ 360,000,000
Aggregate principal amount of notes, repurchased			$ 10,200,000
Debt Instrument, Redemption Price, Percentage			103.375%
Principal amount of notes outstanding			$ 10,200,000
New Notes
Debt Instrument [Line Items]
Transaction fees and expenses							8,400,000
New Notes | Minimum
Debt Instrument [Line Items]
Amount of anticipated cash interest payment				$ 80,000,000
New Lenders
Debt Instrument [Line Items]
Debt Instruments, unamortized discount							$ 4,600,000
2017 Notes
Debt Instrument [Line Items]
Cash interest percentage				12.50%
PIK interest percentage				14.00%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.375 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is equal to or greater than $80.0 million, New Notes
Debt Instrument [Line Items]
Cash interest percentage				12.50%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.375 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is equal to or greater than $80.0 million, New Notes | Maximum
Debt Instrument [Line Items]
Senior secured leverage ratio				437.50%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.375 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is equal to or greater than $80.0 million, New Notes | Minimum
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio				137.50%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.250 to 1.000 but less than 1.375 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is equal to or greater than $80.0 million, New Notes
Debt Instrument [Line Items]
Cash interest percentage				6.50%
PIK interest percentage				7.50%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.250 to 1.000 but less than 1.375 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is equal to or greater than $80.0 million, New Notes | Maximum
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio				137.50%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 1.250 to 1.000 but less than 1.375 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is equal to or greater than $80.0 million, New Notes | Minimum
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio				125.00%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be less than 1.250 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is Less than $80.0 million, New Notes
Debt Instrument [Line Items]
Percentage of Interest payment period ending on or prior to settlement date				14.75%
Percentage of Interest payment period ending or after settlement date				15.50%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be less than 1.250 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is Less than $80.0 million, New Notes | Maximum
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio				125.00%
If Senior Secured Leverage would be less than or equal to 4.375 to 1.000, Consolidated Fixed Charge Coverage Ratio would be less than 1.250 to 1.000, and Average Liquidity Less Amount of Anticipated Cash Interest Payment is Less than $80.0 million, New Notes | Minimum
Debt Instrument [Line Items]
Senior secured leverage ratio				437.50%

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Long-Term Debt - Aggregate Maturities of Debt, Including Capital Leases (Details) $ in Millions	Dec. 31, 2017 USD ($)
Debt Disclosure [Abstract]
2019	$ 13.8
2020	28.9
2021	58.6
2022	1,518.5
Long Term Debt And Capital Lease Obligations Gross, Total	$ 1,619.8

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Deficit - Additional Information (Detail) - USD ($)						12 Months Ended
	Aug. 10, 2017	Jul. 17, 2017	Jul. 12, 2017	May 10, 2017	Nov. 09, 2015	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Changes In Shareholders Deficit [Line Items]
Common and preferred stock, shares authorized						550,000,000	550,000,000	550,000,000
Common stock, shares authorized						520,000,000	520,000,000	520,000,000
Common stock, par value						$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized						10,000,000	10,000,000	10,000,000
Preferred Stock, par value						$ 0.01	$ 0.01	$ 0.01
Common stock, shares outstanding						9,090,404	9,157,071
Preferred Stock, Shares Outstanding						0	0
Common stock shares cancelled						66,667
Consideration for common stock shares tendered						$ 0
Warrants issued		418,355
Warrants to purchase common stock				3,974,581
Warrants exercise price per share						$ 0.01
Additional warrants issued				3,487
Warrants exercisable period description						The 2017 Warrants are immediately exercisable upon issuance and will terminate on the earlier to occur of (i) November 10, 2022 and (ii) five business days following the consummation of a sale of Affinion Holdings or other similar fundamental transaction.
Issue of common stock to beneficially owned, percentage		14.30%			19.90%
Affinion Investment
Changes In Shareholders Deficit [Line Items]
Debt Instruments, unamortized discount						$ 16,100,000
New Lenders
Changes In Shareholders Deficit [Line Items]
Debt Instruments, unamortized discount						$ 4,600,000
2017 Exchange Offers and 2017 Investor Purchase Agreement
Changes In Shareholders Deficit [Line Items]
Warrants issued				3,974,581
Warrants exercise price per share				$ 7.13
Warrants commencing date				Jun. 22, 2017
Warrants expiring date				Jul. 07, 2017
Issue of common stock to beneficially owned, percentage		15.00%
2017 Exchange Offers
Changes In Shareholders Deficit [Line Items]
Warrants issued				1,172,747
2017 Investor Purchase Agreement
Changes In Shareholders Deficit [Line Items]
Warrants issued				2,801,834
2017 Pre-Emptive Rights Offer
Changes In Shareholders Deficit [Line Items]
Warrants issued			63,741
Warrants exercise	63,741
Related Parties | 2017 Investor Purchase Agreement
Changes In Shareholders Deficit [Line Items]
Warrants issued		414,868
Limited Warrant
Changes In Shareholders Deficit [Line Items]
Warrants, Outstanding						462,266	462,266
Common stock, shares issued					462,266
Common Stock
Changes In Shareholders Deficit [Line Items]
Common stock shares cancelled						66,667
Common Stock | Affinion Investment
Changes In Shareholders Deficit [Line Items]
Warrants to purchase common stock				51,005
Common Stock | Related Parties | Affinion Investment
Changes In Shareholders Deficit [Line Items]
Warrants to purchase common stock				49,894
Common Stock | Related Parties | 2017 Exchange Offers
Changes In Shareholders Deficit [Line Items]
Warrants to purchase common stock				1,053,871
Common Stock | Related Parties | 2017 Investor Purchase Agreement
Changes In Shareholders Deficit [Line Items]
Warrants to purchase common stock				2,791,475
Debt Exchanges and Subscription Rights Offering
Changes In Shareholders Deficit [Line Items]
Common stock, shares issued					9,093,330
2017 Warrants
Changes In Shareholders Deficit [Line Items]
Warrants, Outstanding						4,392,936	4,392,936
Class C Common Stock
Changes In Shareholders Deficit [Line Items]
Common stock, shares authorized						10,000,000	10,000,000	10,000,000
Common stock, par value					$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares outstanding						433,813	433,813
Conversion of stock, shares issued					490,083
Common stock, shares issued						434,897	434,897
Class D Common Stock
Changes In Shareholders Deficit [Line Items]
Common stock, shares authorized						10,000,000	10,000,000	10,000,000
Common stock, par value					$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares outstanding						456,643	456,643
Conversion of stock, shares issued					515,877
Common stock, shares issued						457,784	457,784
Class A common stock
Changes In Shareholders Deficit [Line Items]
Common stock, par value					$ 0.01
Common stock, shares outstanding					130,133,055

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Earnings Per Share - Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2018		Sep. 30, 2018		Jun. 30, 2018		Mar. 31, 2018		Dec. 31, 2017		Sep. 30, 2017		Jun. 30, 2017		Mar. 31, 2017		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Numerator:
Loss from continuing operations, net of tax	$ (57.8)		$ (39.5)		$ (30.7)		$ (16.5)		$ 2.4	[1],[2]	$ (21.0)	[1],[2]	$ (25.9)	[1],[2]	$ (1.4)	[1],[2]	$ (144.5)	$ (45.9)	$ (20.3)
Less: net income attributable to non-controlling interest																	(1.2)	(0.8)	(0.6)
Loss from continuing operations attributable to Affinion Group Holdings, Inc.																	(145.7)	(46.7)	(20.9)
Net income from discontinued operations, net of tax	$ (4.2)	[3]	$ 456.9	[3]	$ (3.1)	[3]	$ (1.8)	[3]	$ 1.0	[2]	$ 10.2	[2]	$ 0.8	[2]	$ 9.5	[2]	447.8	21.5	36.6
Net income (loss) attributable to Affinion Group Holdings, Inc.																	$ 302.1	$ (25.2)	$ 15.7
Denominator:
Weighted average shares of Common Stock																	9,154,697	9,126,952	9,093,330
Weighted average shares for warrants																	4,392,936	2,766,781
Weighted average shares for vested RSUs																	78,864	28,398	10,861
Basic weighted average shares of Common Stock																	13,626,497	11,922,131	9,104,191
Weighted average effect of dilutive securities																			792
Diluted weighted average shares of Common Stock																	13,626,497	11,922,131	9,104,983
Basic earnings (loss) per share attributable to holders of Common Stock:
Continuing operations	$ (4.26)		$ (2.91)		$ (2.28)		$ (1.25)		$ 0.17	[1],[2]	$ (1.54)	[1],[2]	$ (2.31)	[1],[2]	$ (0.21)	[1],[2]	$ (10.69)	$ (3.92)	$ (2.26)
Discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74	[2]	0.08	[2]	1.06	[2]	32.86	1.80	4.00
Net earnings (loss) per share	(4.56)	[3]	30.60	[3]	(2.50)	[3]	(1.38)	[3]	0.24	[1]	(0.80)	[1]	(2.23)	[1]	0.85	[1]	22.17	(2.12)	1.74
Diluted earnings (loss) per share attributable to holders of Common Stock:
Continuing operations	(4.26)		(2.91)		(2.28)		(1.25)		0.17	[1],[2]	(1.54)	[1],[2]	(2.31)	[1],[2]	(0.21)	[1],[2]	(10.69)	(3.92)	(2.26)
Discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74	[2]	0.08	[2]	1.06	[2]	32.86	1.80	4.00
Net earnings (loss) per share	$ (4.56)	[3]	$ 30.60	[3]	$ (2.50)	[3]	$ (1.38)	[3]	$ 0.24	[1]	$ (0.80)	[1]	$ (2.23)	[1]	$ 0.85	[1]	$ 22.17	$ (2.12)	$ 1.74

[1] An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA

[2] During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

[3] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

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Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 01, 2018
Income Taxes [Line Items]
Corporate income tax rate		21.00%	35.00%	35.00%
Provisional tax benefit amount	$ 25,500,000		$ 25,500,000
Net operating loss carryforwards in foreign jurisdictions		$ 238,400,000	266,900,000
Deficit in retained earnings	(1,991,700,000)	(1,688,000,000)	(1,991,700,000)		$ (1,990,100,000)
Loss from continuing operations before income taxes		$ (171,500,000)	(73,100,000)	$ (16,900,000)
Percentage of tax holiday for cantonal purposes		50.00%
Validity of tax holiday		The tax holiday is valid for cantonal purposes from the 2012 start date until the end of the 2017 tax period.
Interest in income tax expense related to uncertain tax positions		$ 200,000	200,000	100,000
Accrued interest and penalties related to uncertain tax positions	2,100,000	1,900,000	2,100,000
Increase (decrease) in unrecognized tax benefits		$ 2,100,000	(1,600,000)	11,000,000
Unrecognized tax benefits, Maturity Period		12 months
Affinion Holdings
Income Taxes [Line Items]
State tax credits	1,800,000	$ 1,600,000	1,800,000
Valuation allowance relating to net operating losses		236,200,000
Deferred tax assets valuation allowance	371,800,000	311,900,000	371,800,000	$ 551,000,000
Increase (decrease) in valuation allowance		(59,900,000)	(179,200,000)
Affinion Holdings | Federal
Income Taxes [Line Items]
Operating loss carryforwards	818,000,000	530,200,000	818,000,000
Affinion Holdings | State
Income Taxes [Line Items]
Operating loss carryforwards	$ 693,600,000	591,400,000	$ 693,600,000
South African, Italian and Turkish Subsidiaries
Income Taxes [Line Items]
Deficit in retained earnings		(17,200,000)
Maximum
Income Taxes [Line Items]
Adjustments to provisional amounts recorded		$ 0
Net operating loss carryforwards in foreign jurisdictions, expiration date		2038	2037
Maximum | Affinion Holdings
Income Taxes [Line Items]
Federal net operating loss carryforwards expiration year		2037	2037
State net operating loss carryforwards expiration period		2038	2037
State tax credits expiration period		2023	2022
Minimum
Income Taxes [Line Items]
Net operating loss carryforwards in foreign jurisdictions, expiration date		2019	2018
Minimum | Affinion Holdings
Income Taxes [Line Items]
Federal net operating loss carryforwards expiration year		2026	2026
State net operating loss carryforwards expiration period		2019	2018
State tax credits expiration period		2019	2018

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Income Taxes - Summary of Income Tax Benefit (Provision) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Current:
Federal			$ 0.4
State	$ (0.8)	$ (0.7)	(0.4)
Foreign	(5.3)	(3.4)	(5.0)
Total Current	(6.1)	(4.1)	(5.0)
Deferred:
Federal	28.5	30.6	0.7
State	4.3	0.7	0.3
Foreign	0.3		0.6
Total Deferred	33.1	31.3	1.6
Total income tax benefit (provision)	$ 27.0	$ 27.2	$ (3.4)

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Income Taxes - Schedule of Income (Loss) form Continuing Operations Before Income Taxes for Domestic and Foreign Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Domestic	$ (179.4)	$ (73.5)	$ (2.9)
Foreign	7.9	0.4	(14.0)
Income (loss) from continuing operations before income taxes	$ (171.5)	$ (73.1)	$ (16.9)

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Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Non-current deferred income tax assets:
Net operating loss carryforwards	$ 187.4	$ 250.1
State net operating loss carryforwards	33.2	18.9
Depreciation and amortization	43.6	70.8
Accrued expenses and deferred revenue	21.9	17.2
Prepaid expenses	1.2	1.3
Provision for doubtful accounts	1.1	0.5
Other	23.4	13.4
Non-current deferred income tax assets	311.8	372.2
Non-current deferred income tax liabilities:
Other		(2.8)
Non-current deferred income tax liabilities		(2.8)
Valuation allowance	(311.9)	(371.8)
Non-current net deferred income tax liability, net of non-current deferred income tax assets of $2.8 and $3.1, respectively)	$ (0.1)	$ (2.4)

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Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Non-current deferred income tax assets	$ 2.8	$ 3.1

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Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate from U.S. Federal Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	35.00%	35.00%
State and local income taxes, net of federal expense	(2.30%)	(10.40%)	4.30%
Change in valuation allowance and other	2.60%	(25.10%)	(60.40%)
Taxes on foreign operations at rates different than U.S. federal rates	(2.60%)	(4.70%)	(25.70%)
SAB 118 impact of TCJA		34.80%
Impact of debt exchanges and subscription rights offering		5.70%	19.40%
U.S. tax on foreign operations	(2.60%)	1.90%	9.10%
Prior year accrual and adjustments	0.20%	0.10%	(0.80%)
Non-deductible expenses	(0.50%)	(0.10%)	(0.70%)
Effective income tax rate	15.80%	37.20%	(19.80%)

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Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Tax Reserves for Uncertain Tax Positions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Unrecognized tax benefits, beginning of period	$ 5.0	$ 6.6	$ (4.4)
Gross increase – prior period tax positions	1.6		11.3
Gross decrease – prior period tax positions	(0.6)	(2.1)
Gross increase – current period tax positions	1.9	0.7	0.2
Gross decrease – current period tax positions	(0.8)	(0.2)	(0.5)
Unrecognized tax benefits, end of period	$ 7.1	$ 5.0	$ 6.6

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Commitments and Contingencies - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 01, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Commitments And Contingencies [Line Items]
Letters of credit issued		$ 6,500,000
Rent expense		15,300,000	$ 15,600,000	$ 15,300,000
Leaseholds and Leasehold Improvements
Commitments And Contingencies [Line Items]
Accrued other long-term liabilities in connection with asset		800,000	800,000
Surety Bond
Commitments And Contingencies [Line Items]
Surety bonds outstanding		6,400,000
Other Contingencies
Commitments And Contingencies [Line Items]
Loss contingency accrual		$ 9,300,000
Other Contingencies | Cyber Theft
Commitments And Contingencies [Line Items]
Loss contingency accrual			$ 23,200,000
Trilegiant Corporation | Putative Class Action
Commitments And Contingencies [Line Items]
Litigation settlement, amount awarded to plaintiff	$ 300,000
Percentage of on-going legal fees	30.00%
Trilegiant Corporation | Indemnification, Contribution, and Breach of Contract Claims | Maximum
Commitments And Contingencies [Line Items]
Litigation settlement, amount awarded to plaintiff	$ 400,000

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments Required Under Non-Cancelable Operating Leases (Details) $ in Millions	Dec. 31, 2018 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2019	$ 18.2
2020	17.3
2021	15.7
2022	13.9
2023	10.2
Thereafter	2.8
Future minimum lease payments	$ 78.1

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Share-Based Compensation - Additional Information (Details)						12 Months Ended
	Nov. 14, 2018 $ / shares shares	Dec. 18, 2017 shares	Oct. 24, 2017 Director shares	Nov. 09, 2015 $ / shares	Oct. 17, 2005 shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, par value | $ / shares						$ 0.01	$ 0.01	$ 0.01
Cash retention award | $							$ 1,800,000	$ 2,000,000
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense | $						$ 1,700,000	1,700,000	1,600,000
Stock-based compensation, nonvested awards, total compensation cost not yet recognized | $						$ 1,900,000
Weighted average period of recognition						8 months 12 days
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense | $						$ 0	400,000	300,000
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized | $								0
Restricted Stock Units (RSUs) | Non Employee Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vested stock unit settlement with common stock		1	1
2015 Retention Program
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense | $						$ 0	700,000	3,600,000
Common Stock, Value | $							$ 400,000	$ 1,800,000
2005 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Authorized shares granted					4,900,000
Maximum authorized period for grant of shares					10 years
2005 Plan | Underwater Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of unvested stock options granted	299,636
Shares per share exercise price | $ / shares	$ 5.00
2015 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum authorized period for grant of shares	10 years							10 years
Percentage of common stock reserved for issuance	15.00%			10.00%
Number of stock options granted	827,500					0		887,500
Vesting period	4 years							4 years
Exercise price of the options | $ / shares	$ 5.00							$ 13.97
2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of stock options granted								888,000
2015 Plan | Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of non employee directors | Director			6
Shares awarded							59,000	20,000
2015 Plan | Restricted Stock Units (RSUs) | Non Employee Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded		9,804	9,804
Vesting description						October 24, 2017 (i) three-fourths (3/4) of which vested on the date of grant and (ii) the remaining one-fourth (1/4) vested in equal installments on each of October 31, 2017, November 30, 2017 and December 31, 2017, respectively.
2015 Plan | Restricted Stock Units (RSUs) | Non Employee Directors | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting, rate			75.00%
2015 Plan | Restricted Stock Units (RSUs) | Non Employee Directors | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting, rate			25.00%
2015 Plan | Restricted Stock Units (RSUs) | Non Employee Directors | Tranche Three
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting, rate		92.00%
2015 Plan | Restricted Stock Units (RSUs) | Non Employee Directors | Tranche Four
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting, rate		8.00%
Class C Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, par value | $ / shares				$ 0.01		$ 0.01	$ 0.01	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares							5,858	6,466
Class D Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, par value | $ / shares				0.01		$ 0.01	$ 0.01	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares							6,161	6,809
Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, par value | $ / shares				$ 0.01

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Share-Based Compensation - Schedule of Fair Value Option Award (Details) - 2016 Grants - Employee Stock Option	12 Months Ended
	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	75.00%
Expected life (in years)	6 years 6 months
Risk-free interest rate	1.64%
Expected dividends	0.00%

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Share-Based Compensation - Summary of Option Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options, beginning of year	776	874	0
Granted			888
Exercised			0
Forfeited or expired	(122)	(98)	(14)
Outstanding options, end of period	654	776	874
Vested or expected to vest at December 31, 2018	654
Exercisable options at December 31, 2018	336
Weighted average remaining contractual term (in years)	7 years 2 months 12 days
Weighted average exercise price of exercisable options at December 31, 2018	$ 9.86
Weighted average exercise price of outstanding options at December 31, 2018	$ 13.97
Class C/D Common Stock | Grants to Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options, beginning of year	1	1	2
Granted	0	0	0
Exercised	0	0	0
Forfeited or expired	0	0	(1)
Outstanding options, end of period	1	1	1
Vested or expected to vest at December 31, 2018	1
Exercisable options at December 31, 2018	1
Weighted average remaining contractual term (in years)	5 years 3 months 18 days
Weighted average grant date fair value per option granted in 2018	$ 0
Weighted average exercise price of exercisable options at December 31, 2018	147.12
Weighted average exercise price of outstanding options at December 31, 2018	$ 147.12
Class C/D Common Stock | Tranche A | 2005 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options, beginning of year	2	2	7
Granted	0	0	0
Exercised	0	0	0
Forfeited or expired	0	0	(5)
Outstanding options, end of period	2	2	2
Vested or expected to vest at December 31, 2018	2
Exercisable options at December 31, 2018	2
Weighted average remaining contractual term (in years)	5 years 3 months 18 days
Weighted average grant date fair value per option granted in 2018	$ 0
Weighted average exercise price of exercisable options at December 31, 2018	147.12
Weighted average exercise price of outstanding options at December 31, 2018	$ 147.12
Class C/D Common Stock | Tranche B | 2005 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options, beginning of year	1	1	3
Granted	0	0	0
Exercised	0	0	0
Forfeited or expired	0	0	(2)
Outstanding options, end of period	1	1	1
Vested or expected to vest at December 31, 2018	1
Exercisable options at December 31, 2018	1
Weighted average remaining contractual term (in years)	5 years 3 months 18 days
Weighted average grant date fair value per option granted in 2018	$ 0
Weighted average exercise price of exercisable options at December 31, 2018	147.12
Weighted average exercise price of outstanding options at December 31, 2018	$ 147.12
Class C/D Common Stock | Tranche C | 2005 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options, beginning of year	1	1	3
Granted	0	0	0
Exercised	0	0	0
Forfeited or expired	0	0	(2)
Outstanding options, end of period	1	1	1
Vested or expected to vest at December 31, 2018	1
Exercisable options at December 31, 2018	1
Weighted average remaining contractual term (in years)	5 years 3 months 18 days
Weighted average grant date fair value per option granted in 2018	$ 0
Weighted average exercise price of exercisable options at December 31, 2018	147.12
Weighted average exercise price of outstanding options at December 31, 2018	$ 147.12

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Share-Based Compensation - Summary of RSU Activity (Details) - 2015 Plan - RSU - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding restricted unvested units Beginning Balance, shares	0
Number of Restricted Stock Units, Granted	59	20
Number of Restricted Stock Units, Vested	(59)	(20)
Number of Restricted Stock Units, Forfeited	0	0
Outstanding restricted unvested units Ending Balance, shares	0	0
Weighted Average Grant Date Fair Value, Granted	$ 7.14	$ 13.97
Weighted Average Grant Date Fair Value, Vested	$ 7.14	$ 13.97

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Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Employee Benefit Plans [Line Items]
Employer contribution to plan	The Company sponsors a domestic defined contribution savings plan that provides certain eligible employees an opportunity to accumulate funds for retirement. Under the domestic 401(k) defined contribution plan, the Company matched the contributions of participating employees based on 100% of the first 4% of the participating employee’s contributions up to 4% of the participating employee’s salary.
Percentage of employer contribution of first 4% of employee contribution	100.00%
Percentage of employee contribution for initial employer contribution	4.00%
Percentage of maximum employer contribution for defined contribution plan	4.00%
Defined contribution plan expense	$ 5.8	$ 5.5	$ 5.7
Minimum
Employee Benefit Plans [Line Items]
Percentage of participating employee's salary contributed by Company	6.00%
Maximum
Employee Benefit Plans [Line Items]
Percentage of participating employee's salary contributed by Company	10.00%

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Related Party Transactions - Additional Information (Details) - USD ($)		12 Months Ended
	May 09, 2017	Dec. 31, 2018	Dec. 31, 2017	May 10, 2017
Related Party Transaction [Line Items]
Aggregate principal amount of notes				$ 532,600,000
Warrants to purchase common stock				3,974,581
Empyrean
Related Party Transaction [Line Items]
Percentage ownership of beneficial owner	5.00%
Cendant Subsidiaries
Related Party Transaction [Line Items]
Aggregate amount of losses		$ 15,000,000
Indemnification obligation, recovery limit		275,100,000
Cendant Subsidiaries | Minimum
Related Party Transaction [Line Items]
Indemnification obligation occurrence threshold		100,000
Cendant And Affinion
Related Party Transaction [Line Items]
Maximum amount of loss borne by company		$ 15,000,000
Investors
Related Party Transaction [Line Items]
Aggregate principal amount of notes			$ 515,100,000	$ 237,300,000
Warrants to purchase common stock			4,234,335	2,801,834
Percentage ownership of beneficial owner		5.00%

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Financial Instruments and Fair Value Measurements - Principal Cash Flows and Related Weighted-Average Interest Rates by Expected Maturity (Details) $ in Millions	Dec. 31, 2018 USD ($)
Long-Term Debt Percentage Bearing Fixed Interest Rate
Debt Instrument [Line Items]
2019	$ 0.4
2020	0.5
2022	681.5
Total	682.4
Fair Value At December 31, 2018	$ 520.6
Long-Term Debt Percentage Bearing Fixed Interest Rate | Year One
Debt Instrument [Line Items]
Average interest rate	14.86%
Long-Term Debt Percentage Bearing Fixed Interest Rate | Year Two
Debt Instrument [Line Items]
Average interest rate	15.50%
Long-Term Debt Percentage Bearing Fixed Interest Rate | Year Three
Debt Instrument [Line Items]
Average interest rate	15.50%
Long-Term Debt Percentage Bearing Fixed Interest Rate | Year Four
Debt Instrument [Line Items]
Average interest rate	15.50%
Long-Term Debt Percentage Bearing Variable Interest Rate
Debt Instrument [Line Items]
2019	$ 13.4
2020	28.5
2021	58.6
2022	836.9
Total	937.4
Fair Value At December 31, 2018	$ 913.8
Long-Term Debt Percentage Bearing Variable Interest Rate | Year One
Debt Instrument [Line Items]
Average interest rate	10.64%	[1]
Long-Term Debt Percentage Bearing Variable Interest Rate | Year Two
Debt Instrument [Line Items]
Average interest rate	10.62%	[1]
Long-Term Debt Percentage Bearing Variable Interest Rate | Year Three
Debt Instrument [Line Items]
Average interest rate	10.53%	[1]
Long-Term Debt Percentage Bearing Variable Interest Rate | Year Four
Debt Instrument [Line Items]
Average interest rate	10.53%	[1]

[1] Average interest rate is based on the estimated three month U.S. dollar LIBOR forward curve at December 31, 2018.

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Financial Instruments and Fair Value Measurements - Additional Information (Details) - Foreign Exchange Forward - USD ($)		12 Months Ended
	Apr. 30, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments Gain Loss [Line Items]
Derivative contract period	30 days
Foreign currency contracts, realized gain (loss)		$ 0	$ (1,300,000)	$ 4,100,000
Foreign currency forward contracts			$ 0

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Financial Instruments and Fair Value Measurements - Schedule of Fair Value Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring $ in Millions	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Contingent consideration	$ 10.9
Fair Value, Inputs, Level 3
Debt Instrument [Line Items]
Contingent consideration	$ 10.9

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Segment Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2018 Segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net revenues	$ 154.4	$ 177.1	$ 179.3	$ 189.0	$ 175.0	$ 183.3	$ 181.2	$ 184.6	$ 699.8	$ 724.1	$ 742.0
Operating income loss before depreciation and amortization									107.7	111.6	112.6
Operating Segments
Segment Reporting Information [Line Items]
Net revenues									600.4	584.4	553.3
Operating income loss before depreciation and amortization									149.2	119.7	127.5
Operating Segments | Global Loyalty
Segment Reporting Information [Line Items]
Net revenues									239.3	225.1	167.0
Operating income loss before depreciation and amortization									87.2	64.0	56.4
Operating Segments | Global Customer Engagement
Segment Reporting Information [Line Items]
Net revenues									361.1	359.3	386.3
Operating income loss before depreciation and amortization									62.0	55.7	71.1
Operating Segments | Legacy Membership and Package
Segment Reporting Information [Line Items]
Net revenues									99.4	139.7	189.8
Operating income loss before depreciation and amortization									34.9	40.1	41.3
Eliminations
Segment Reporting Information [Line Items]
Net revenues											(1.1)
Corporate
Segment Reporting Information [Line Items]
Operating income loss before depreciation and amortization									$ (76.4)	$ (48.2)	$ (56.2)

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Segment Information - Reconciliation of Segment EBITDA to Income from Operations (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting [Abstract]
Segment EBITDA									$ 107.7	$ 111.6	$ 112.6
Depreciation and amortization	$ (12.0)	$ (12.7)	$ (11.7)	$ (11.8)	$ (11.6)	$ (11.8)	$ (11.0)	$ (10.9)	(48.2)	(45.3)	(55.3)
Income (loss) from continuing operations									$ 59.5	$ 66.3	$ 57.3

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Segment Information - Reconciliation of Depreciation and Amortization by Segment to Consolidated (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 12.0	$ 12.7	$ 11.7	$ 11.8	$ 11.6	$ 11.8	$ 11.0	$ 10.9	$ 48.2	$ 45.3	$ 55.3
Operating Segments
Segment Reporting Information [Line Items]
Depreciation and amortization									46.6	44.0	53.5
Operating Segments | Global Loyalty
Segment Reporting Information [Line Items]
Depreciation and amortization									21.4	16.8	17.0
Operating Segments | Global Customer Engagement
Segment Reporting Information [Line Items]
Depreciation and amortization									25.2	27.2	36.5
Operating Segments | Legacy Membership and Package
Segment Reporting Information [Line Items]
Depreciation and amortization									$ 1.6	$ 1.3	$ 1.8

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Segment Information - Reconciliation of Assets by Segment to Consolidated (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Total Assets	$ 682.0	$ 766.9
Operating Segments
Segment Reporting Information [Line Items]
Total Assets	583.9	598.3
Operating Segments | Global Loyalty
Segment Reporting Information [Line Items]
Total Assets	366.8	354.7
Operating Segments | Global Customer Engagement
Segment Reporting Information [Line Items]
Total Assets	217.1	243.6
Operating Segments | Legacy Membership and Package
Segment Reporting Information [Line Items]
Total Assets	16.6	23.2
Corporate
Segment Reporting Information [Line Items]
Total Assets	81.5	16.1
Continuing Operations
Segment Reporting Information [Line Items]
Total Assets	$ 682.0	637.6
Discontinued Operations, Held for Sale
Segment Reporting Information [Line Items]
Total Assets		$ 129.3

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Segment Information - Reconciliation of Capital Expenditures by Segment to Consolidated (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Information [Line Items]
Total Capital Expenditures	$ 32.1	$ 38.1	$ 34.3
Operating Segments
Segment Information [Line Items]
Total Capital Expenditures	27.8	36.2	31.4
Operating Segments | Global Loyalty
Segment Information [Line Items]
Total Capital Expenditures	12.6	14.7	8.3
Operating Segments | Global Customer Engagement
Segment Information [Line Items]
Total Capital Expenditures	15.2	21.5	23.1
Corporate
Segment Information [Line Items]
Total Capital Expenditures	2.6	0.4	1.5
Continuing Operations
Segment Information [Line Items]
Total Capital Expenditures	30.4	36.6	32.9
Discontinued Operations
Segment Information [Line Items]
Total Capital Expenditures	$ 1.7	$ 1.5	$ 1.4

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Segment Information - Revenue by Geographic Area (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net revenues	$ 154.4	$ 177.1	$ 179.3	$ 189.0	$ 175.0	$ 183.3	$ 181.2	$ 184.6	$ 699.8	$ 724.1	$ 742.0
U.S.
Segment Reporting Information [Line Items]
Net revenues									422.2	451.9	446.8
U.K.
Segment Reporting Information [Line Items]
Net revenues									115.6	115.2	121.5
Other
Segment Reporting Information [Line Items]
Net revenues									$ 162.0	$ 157.0	$ 173.7

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Segment Information - Assets by Geographic Area (Details) - USD ($) $ in Millions		Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Total Assets		$ 682.0	$ 766.9
U.S.
Segment Reporting Information [Line Items]
Total Assets	[1]	481.5	543.4
U.K.
Segment Reporting Information [Line Items]
Total Assets		106.9	114.6
Other
Segment Reporting Information [Line Items]
Total Assets		$ 93.6	$ 108.9

[1] Includes $0 and $129.3 million of assets held for sale at December 31, 2018 and 2017, respectively.

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Segment Information - Assets by Geographic Area (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting [Abstract]
Assets held for sale	$ 0.0	$ 129.3

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Selected Quarterly Financial Data - Summary of Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2018		Sep. 30, 2018		Jun. 30, 2018		Mar. 31, 2018		Dec. 31, 2017		Sep. 30, 2017		Jun. 30, 2017		Mar. 31, 2017		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Data [Abstract]
Net revenues	$ 154.4		$ 177.1		$ 179.3		$ 189.0		$ 175.0		$ 183.3		$ 181.2		$ 184.6		$ 699.8	$ 724.1	$ 742.0
Marketing and commissions	39.5		36.8		31.8		34.7		43.0		42.5		42.4		45.6		142.8	173.5	200.8
Operating costs	81.9		82.3		83.1		84.0		80.7		81.1		103.6		86.9		331.3	352.3	318.4
General and administrative	25.6		26.2		35.0		26.9		17.7		21.2		24.4		22.5		113.7	85.8	109.1
Facility exit costs	2.5		1.0		0.1		0.7		0.7		(1.2)		1.4
Depreciation and amortization	12.0		12.7		11.7		11.8		11.6		11.8		11.0		10.9		48.2	45.3	55.3
Loss from continuing operations, net of tax	(57.8)		(39.5)		(30.7)		(16.5)		2.4	[1],[2]	(21.0)	[1],[2]	(25.9)	[1],[2]	(1.4)	[1],[2]	(144.5)	(45.9)	(20.3)
Income from discontinued operations, net of tax	(4.2)	[3]	456.9	[3]	(3.1)	[3]	(1.8)	[3]	1.0	[2]	10.2	[2]	0.8	[2]	9.5	[2]	447.8	21.5	36.6
Net income (loss)	$ (62.0)	[3]	$ 417.4	[3]	$ (33.8)	[3]	$ (18.3)	[3]	$ 3.4	[1]	$ (10.8)	[1]	$ (25.1)	[1]	$ 8.1	[1]	$ 303.3	$ (24.4)	$ 16.3
Basic earnings (loss) per share
Continuing operations	$ (4.26)		$ (2.91)		$ (2.28)		$ (1.25)		$ 0.17	[1],[2]	$ (1.54)	[1],[2]	$ (2.31)	[1],[2]	$ (0.21)	[1],[2]	$ (10.69)	$ (3.92)	$ (2.26)
Discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74	[2]	0.08	[2]	1.06	[2]	32.86	1.80	4.00
Net earnings (loss) per share	(4.56)	[3]	30.60	[3]	(2.50)	[3]	(1.38)	[3]	0.24	[1]	(0.80)	[1]	(2.23)	[1]	0.85	[1]	22.17	(2.12)	1.74
Diluted earnings (loss) per share
Continuing operations	(4.26)		(2.91)		(2.28)		(1.25)		0.17	[1],[2]	(1.54)	[1],[2]	(2.31)	[1],[2]	(0.21)	[1],[2]	(10.69)	(3.92)	(2.26)
Discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74	[2]	0.08	[2]	1.06	[2]	32.86	1.80	4.00
Net earnings (loss) per share	$ (4.56)	[3]	$ 30.60	[3]	$ (2.50)	[3]	$ (1.38)	[3]	$ 0.24	[1]	$ (0.80)	[1]	$ (2.23)	[1]	$ 0.85	[1]	$ 22.17	$ (2.12)	$ 1.74

[1] An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA

[2] During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

[3] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

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Selected Quarterly Financial Data - Summary of Selected Quarterly Financial Data (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended																6 Months Ended	12 Months Ended
	Dec. 31, 2018		Sep. 30, 2018		Jun. 30, 2018		Mar. 31, 2018		Dec. 31, 2017		Sep. 30, 2017	[2]	Jun. 30, 2017		Mar. 31, 2017	[2]	Jun. 30, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Data [Line Items]
Gain on sale of business																		$ 473.1
Provisional tax benefit amount									$ 25.5										$ 25.5
Income tax benefit per share attributable to common stockholders									$ 1.87
Income tax provision (benefit) on continuing operations																		$ (27.0)	$ (27.2)	$ 3.4
Basic earnings (loss) per share for continuing operations	$ (4.26)		$ (2.91)		$ (2.28)		$ (1.25)		0.17	[1],[2]	$ (1.54)	[1]	$ (2.31)	[1],[2]	$ (0.21)	[1]		$ (10.69)	$ (3.92)	$ (2.26)
Basic earnings (loss) per share for discontinued operations	(0.30)	[3]	33.51	[3]	(0.22)	[3]	(0.13)	[3]	0.07	[2]	0.74		0.08	[2]	1.06			32.86	1.80	4.00
Diluted earnings (loss) per share for continuing operations	(4.26)		(2.91)		(2.28)		(1.25)		0.17	[1],[2]	(1.54)	[1]	(2.31)	[1],[2]	(0.21)	[1]		(10.69)	(3.92)	(2.26)
Diluted earnings (loss) per share for discontinued operations	$ (0.30)	[3]	$ 33.51	[3]	$ (0.22)	[3]	$ (0.13)	[3]	$ 0.07	[2]	$ 0.74		0.08	[2]	$ 1.06			$ 32.86	$ 1.80	$ 4.00
Revised
Quarterly Financial Data [Line Items]
Basic earnings (loss) per share for continuing operations													(2.31)				$ (2.75)
Basic earnings (loss) per share for discontinued operations													0.08				1.03
Diluted earnings (loss) per share for continuing operations													(2.31)				(2.75)
Diluted earnings (loss) per share for discontinued operations													$ 0.08				$ 1.03
Overstated
Quarterly Financial Data [Line Items]
Income tax provision (benefit) on continuing operations													$ 7.6				$ 5.0
Income tax expense (benefit) on discontinued operation													$ (7.6)
Understated
Quarterly Financial Data [Line Items]
Income tax expense (benefit) on discontinued operation																	$ 5.0
Affinion Benefits Group, LLC
Quarterly Financial Data [Line Items]
Gain on sale of business			$ 447.2
Gain on sale of business per share attributable to common stockholders.			$ 32.81

[1] An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA

[2] During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

[3] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

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Guarantor/Non-Guarantor Supplemental Financial Information - Additional Information (Details)	Dec. 31, 2018
Condensed Financial Information Of Parent Company Only Disclosure [Abstract]
Ownership percentage acquired	100.00%

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Guarantor/Non-Guarantor Supplemental Financial Information - Schedule of Consolidating Balance Sheet (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 84.7	$ 39.5
Restricted cash	14.4	9.9
Receivables, net	109.5	153.4
Prepaid commissions	38.6	33.7
Other current assets	91.6	69.6
Current assets held for sale		46.0
Total current assets	338.8	352.1
Property and equipment, net	91.9	103.5
Goodwill	173.4	166.4	$ 159.9
Intangible assets, net	28.6	34.0
Other non-current assets	49.3	27.6
Non-current assets held for sale		83.3
Total assets	682.0	766.9
Current liabilities:
Current portion of long-term debt	13.8	13.9
Accounts payable and accrued expenses	291.3	292.7
Deferred revenue	29.7	35.2
Income taxes payable	2.3	3.2
Current liabilities held for sale		49.1
Total current liabilities	337.1	394.1
Long-term debt	1,559.2	1,887.3
Deferred income taxes	2.9	5.5
Deferred revenue	3.2	4.1
Other long-term liabilities	37.0	25.9
Non-current liabilities held for sale		7.6
Total liabilities	1,939.4	2,324.5
Total Affinion Group Holdings, Inc. deficit	(1,258.6)	(1,558.6)
Non-controlling interest in subsidiary	1.2	1.0
Total deficit	(1,257.4)	(1,557.6)	$ (1,572.9)	$ (1,583.0)
Total liabilities and deficit	682.0	766.9
Eliminations
Current assets:
Investment in subsidiaries	(2,379.2)	(2,703.2)
Intercompany loan receivable	(384.2)	(360.5)
Intercompany receivables	(1,284.3)	(2,697.2)
Total assets	(4,047.7)	(5,760.9)
Current liabilities:
Intercompany loans payable	(384.2)	(360.5)
Intercompany payables	(1,284.3)	(2,697.2)
Negative carrying amount of subsidiaries, net	(1,260.4)	(1,559.7)
Total liabilities	(2,928.9)	(4,617.4)
Total Affinion Group Holdings, Inc. deficit	(1,118.8)	(1,143.5)
Total deficit	(1,118.8)	(1,143.5)
Total liabilities and deficit	(4,047.7)	(5,760.9)
Other intangibles, net
Current assets:
Intangible assets, net	28.6	34.0
Parent | Reportable Legal Entities
Current assets:
Intercompany receivables	35.4	33.7
Total assets	35.4	33.7
Current liabilities:
Accounts payable and accrued expenses	4.7	3.7
Total current liabilities	4.7	3.7
Intercompany loans payable	28.9	28.9
Negative carrying amount of subsidiaries, net	1,260.4	1,559.7
Total liabilities	1,294.0	1,592.3
Total Affinion Group Holdings, Inc. deficit	(1,258.6)	(1,558.6)
Total deficit	(1,258.6)	(1,558.6)
Total liabilities and deficit	35.4	33.7
Subsidiary Issuer | Reportable Legal Entities
Current assets:
Cash and cash equivalents	58.4	4.4
Restricted cash	5.9	0.8
Receivables, net	2.5	3.0
Other current assets	42.0	23.9
Total current assets	108.8	32.1
Property and equipment, net	6.7	4.6
Investment in subsidiaries	2,311.0	2,648.7
Intercompany loan receivable	360.8	355.5
Other non-current assets	3.2	0.5
Total assets	2,790.5	3,041.4
Current liabilities:
Current portion of long-term debt	13.5	13.4
Accounts payable and accrued expenses	92.7	72.9
Income taxes payable	0.5	0.4
Current liabilities held for sale		7.4
Total current liabilities	106.7	94.1
Long-term debt	1,558.8	1,886.7
Deferred income taxes		0.1
Deferred revenue	0.1	0.2
Intercompany payables	1,242.8	2,649.3
Other long-term liabilities	16.6	9.1
Total liabilities	2,925.0	4,639.5
Total Affinion Group Holdings, Inc. deficit	(134.5)	(1,598.1)
Total deficit	(134.5)	(1,598.1)
Total liabilities and deficit	2,790.5	3,041.4
Guarantor Subsidiaries | Reportable Legal Entities
Current assets:
Cash and cash equivalents	9.7	15.1
Restricted cash	3.6	3.5
Receivables, net	79.9	116.6
Prepaid commissions	28.6	27.3
Other current assets	41.2	34.6
Current assets held for sale		46.0
Total current assets	163.0	243.1
Property and equipment, net	82.3	93.1
Goodwill	127.6	129.4
Investment in subsidiaries	68.2	54.5
Intercompany receivables	1,248.9	2,663.5
Other non-current assets	43.8	25.8
Non-current assets held for sale		83.3
Total assets	1,757.7	3,322.5
Current liabilities:
Current portion of long-term debt	0.3	0.5
Accounts payable and accrued expenses	155.3	167.6
Deferred revenue	24.7	29.1
Income taxes payable	0.8	0.9
Current liabilities held for sale		41.7
Total current liabilities	181.1	239.8
Long-term debt	0.4	0.6
Deferred income taxes	1.5	4.9
Deferred revenue	3.1	3.6
Intercompany loans payable	355.3	331.6
Other long-term liabilities	14.2	13.9
Non-current liabilities held for sale		7.6
Total liabilities	555.6	602.0
Total Affinion Group Holdings, Inc. deficit	1,202.1	2,720.5
Total deficit	1,202.1	2,720.5
Total liabilities and deficit	1,757.7	3,322.5
Guarantor Subsidiaries | Other intangibles, net | Reportable Legal Entities
Current assets:
Intangible assets, net	23.9	29.8
Non-Guarantor Subsidiaries | Reportable Legal Entities
Current assets:
Cash and cash equivalents	16.6	20.0
Restricted cash	4.9	5.6
Receivables, net	27.1	33.8
Prepaid commissions	10.0	6.4
Other current assets	8.4	11.1
Total current assets	67.0	76.9
Property and equipment, net	2.9	5.8
Goodwill	45.8	37.0
Intercompany loan receivable	23.4	5.0
Other non-current assets	2.3	1.3
Total assets	146.1	130.2
Current liabilities:
Accounts payable and accrued expenses	38.6	48.5
Deferred revenue	5.0	6.1
Income taxes payable	1.0	1.9
Total current liabilities	44.6	56.5
Deferred income taxes	1.4	0.5
Deferred revenue		0.3
Intercompany payables	41.5	47.9
Other long-term liabilities	6.2	2.9
Total liabilities	93.7	108.1
Total Affinion Group Holdings, Inc. deficit	51.2	21.1
Non-controlling interest in subsidiary	1.2	1.0
Total deficit	52.4	22.1
Total liabilities and deficit	146.1	130.2
Non-Guarantor Subsidiaries | Other intangibles, net | Reportable Legal Entities
Current assets:
Intangible assets, net	$ 4.7	$ 4.2

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Guarantor/Non-Guarantor Supplemental Financial Information - Schedule of Consolidating Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2018		Sep. 30, 2018		Jun. 30, 2018		Mar. 31, 2018		Dec. 31, 2017		Sep. 30, 2017		Jun. 30, 2017		Mar. 31, 2017		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Condensed Income Statements Captions [Line Items]
Net revenues	$ 154.4		$ 177.1		$ 179.3		$ 189.0		$ 175.0		$ 183.3		$ 181.2		$ 184.6		$ 699.8	$ 724.1	$ 742.0
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions	39.5		36.8		31.8		34.7		43.0		42.5		42.4		45.6		142.8	173.5	200.8
Operating costs	81.9		82.3		83.1		84.0		80.7		81.1		103.6		86.9		331.3	352.3	318.4
General and administrative	25.6		26.2		35.0		26.9		17.7		21.2		24.4		22.5		113.7	85.8	109.1
Facility exit costs																	4.3	0.9	1.1
Depreciation and amortization	12.0		12.7		11.7		11.8		11.6		11.8		11.0		10.9		48.2	45.3	55.3
Total expenses																	640.3	657.8	684.7
Income (loss) from continuing operations																	59.5	66.3	57.3
Interest income																	0.2	0.3	0.5
Interest expense																	(197.4)	(142.8)	(74.8)
Loss on extinguishment of debt																	(32.0)	3.5
Other income (expense), net																	(1.8)	(0.4)	0.1
Income (loss) from continuing operations before income taxes																	(171.5)	(73.1)	(16.9)
Income tax benefit (provision)																	27.0	27.2	(3.4)
Income (loss) from continuing operations, net of tax	(57.8)		(39.5)		(30.7)		(16.5)		2.4	[1],[2]	(21.0)	[1],[2]	(25.9)	[1],[2]	(1.4)	[1],[2]	(144.5)	(45.9)	(20.3)
Net income from discontinued operations, net of tax	(4.2)	[3]	456.9	[3]	(3.1)	[3]	(1.8)	[3]	1.0	[2]	10.2	[2]	0.8	[2]	9.5	[2]	447.8	21.5	36.6
Net income (loss)	(62.0)	[3]	417.4	[3]	(33.8)	[3]	(18.3)	[3]	3.4	[1]	(10.8)	[1]	(25.1)	[1]	8.1	[1]	303.3	(24.4)	16.3
Less: net income attributable to non-controlling interest																	(1.2)	(0.8)	(0.6)
Net income (loss) attributable to Affinion Group Holdings, Inc.																	302.1	(25.2)	15.7
Net income (loss)	$ (62.0)	[3]	$ 417.4	[3]	$ (33.8)	[3]	$ (18.3)	[3]	$ 3.4	[1]	$ (10.8)	[1]	$ (25.1)	[1]	$ 8.1	[1]	303.3	(24.4)	16.3
Currency translation adjustment																	(5.5)	6.3	(9.4)
Comprehensive income (loss)																	297.8	(18.1)	6.9
Less: comprehensive income attributable to non-controlling interest																	(1.1)	(0.9)	(0.7)
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	296.7	(19.0)	6.2
Eliminations
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Equity in income (loss) of subsidiaries																	(441.2)	(216.5)	(237.7)
Net income (loss)																	(441.2)	(216.5)	(237.7)
Net income (loss) attributable to Affinion Group Holdings, Inc.																	(441.2)	(216.5)	(237.7)
Net income (loss)																	(441.2)	(216.5)	(237.7)
Currency translation adjustment																	10.9	(14.4)	8.1
Comprehensive income (loss)																	(430.3)	(230.9)	(229.6)
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	(430.3)	(230.9)	(229.6)
Parent | Reportable Legal Entities
Cost of revenues, exclusive of depreciation and amortization shown separately below:
General and administrative																	0.2	0.2	0.2
Total expenses																	0.2	0.2	0.2
Income (loss) from continuing operations																	(0.2)	(0.2)	(0.2)
Interest expense																		(1.1)	(2.1)
Interest income (expense) - intercompany																	(0.9)	(0.7)	(0.7)
Income (loss) from continuing operations before income taxes																	(1.1)	(2.0)	(3.0)
Income (loss) from continuing operations, net of tax																	(1.1)	(2.0)	(3.0)
Equity in income (loss) of subsidiaries																	303.2	(23.2)	18.7
Net income (loss)																	302.1	(25.2)	15.7
Net income (loss) attributable to Affinion Group Holdings, Inc.																	302.1	(25.2)	15.7
Net income (loss)																	302.1	(25.2)	15.7
Currency translation adjustment																	(5.4)	6.2	(9.5)
Comprehensive income (loss)																	296.7	(19.0)	6.2
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	296.7	(19.0)	6.2
Subsidiary Issuer | Reportable Legal Entities
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions																	0.1	0.2	0.2
Operating costs																	43.5	42.5	43.9
General and administrative																	62.7	42.7	64.2
Depreciation and amortization																	0.9	0.6	1.0
Total expenses																	107.2	86.0	109.3
Income (loss) from continuing operations																	(107.2)	(86.0)	(109.3)
Interest expense																	(195.7)	(138.9)	(69.6)
Interest income (expense) - intercompany																	1.3	0.2	(1.6)
Loss on extinguishment of debt																	(32.0)	(6.9)
Other income (expense), net																	(0.8)
Income (loss) from continuing operations before income taxes																	(334.4)	(231.6)	(180.5)
Income tax benefit (provision)																	33.4	(11.9)	(3.8)
Income (loss) from continuing operations, net of tax																	(301.0)	(243.5)	(184.3)
Net income from discontinued operations, net of tax																	463.9	(31.9)	(31.6)
Equity in income (loss) of subsidiaries																	140.3	252.2	234.6
Net income (loss)																	303.2	(23.2)	18.7
Net income (loss) attributable to Affinion Group Holdings, Inc.																	303.2	(23.2)	18.7
Net income (loss)																	303.2	(23.2)	18.7
Currency translation adjustment																	(5.4)	6.3	(9.5)
Comprehensive income (loss)																	297.8	(16.9)	9.2
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	297.8	(16.9)	9.2
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Income Statements Captions [Line Items]
Net revenues																	591.5	608.3	620.4
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions																	99.5	122.7	149.2
Operating costs																	241.3	250.0	206.6
General and administrative																	40.6	33.0	37.7
Facility exit costs																	3.9	0.9	1.1
Depreciation and amortization																	40.4	40.5	47.5
Total expenses																	425.7	447.1	442.1
Income (loss) from continuing operations																	165.8	161.2	178.3
Interest income																		0.1	0.4
Interest expense																	(0.8)	(2.0)	(2.1)
Interest income (expense) - intercompany																	(1.6)	0.1	1.8
Loss on extinguishment of debt																		10.4
Other income (expense), net																	(0.2)	(0.4)	0.1
Income (loss) from continuing operations before income taxes																	163.2	169.4	178.5
Income tax benefit (provision)																	(4.5)	41.9	3.5
Income (loss) from continuing operations, net of tax																	158.7	211.3	182.0
Net income from discontinued operations, net of tax																	(16.1)	53.4	68.2
Equity in income (loss) of subsidiaries																	(2.3)	(12.5)	(15.6)
Net income (loss)																	140.3	252.2	234.6
Net income (loss) attributable to Affinion Group Holdings, Inc.																	140.3	252.2	234.6
Net income (loss)																	140.3	252.2	234.6
Currency translation adjustment																	(2.5)	(1.8)	2.9
Comprehensive income (loss)																	137.8	250.4	237.5
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	137.8	250.4	237.5
Non-Guarantor Subsidiaries | Reportable Legal Entities
Condensed Income Statements Captions [Line Items]
Net revenues																	108.3	115.8	121.6
Cost of revenues, exclusive of depreciation and amortization shown separately below:
Marketing and commissions																	43.2	50.6	51.4
Operating costs																	46.5	59.8	67.9
General and administrative																	10.2	9.9	7.0
Facility exit costs																	0.4
Depreciation and amortization																	6.9	4.2	6.8
Total expenses																	107.2	124.5	133.1
Income (loss) from continuing operations																	1.1	(8.7)	(11.5)
Interest income																	0.2	0.2	0.1
Interest expense																	(0.9)	(0.8)	(1.0)
Interest income (expense) - intercompany																	1.2	0.4	0.5
Other income (expense), net																	(0.8)
Income (loss) from continuing operations before income taxes																	0.8	(8.9)	(11.9)
Income tax benefit (provision)																	(1.9)	(2.8)	(3.1)
Income (loss) from continuing operations, net of tax																	(1.1)	(11.7)	(15.0)
Net income (loss)																	(1.1)	(11.7)	(15.0)
Less: net income attributable to non-controlling interest																	(1.2)	(0.8)	(0.6)
Net income (loss) attributable to Affinion Group Holdings, Inc.																	(2.3)	(12.5)	(15.6)
Net income (loss)																	(1.1)	(11.7)	(15.0)
Currency translation adjustment																	(3.1)	10.0	(1.4)
Comprehensive income (loss)																	(4.2)	(1.7)	(16.4)
Less: comprehensive income attributable to non-controlling interest																	(1.1)	(0.9)	(0.7)
Comprehensive income (loss) attributable to Affinion Group Holdings, Inc.																	$ (5.3)	$ (2.6)	$ (17.1)

[1] An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA

[2] During the quarter ended September 30, 2018, the Company identified errors related to the allocation of its income tax provision between continuing operations and discontinued operations included in the unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The income tax provision on continuing operations was overstated by $7.6 million and the income tax benefit on discontinued operations was overstated by $7.6 million for the three months ended June 30, 2017 and the income tax provision on continuing operations was overstated by $5.0 million and the income tax provision on discontinued operations was understated by $5.0 million for the six months ended June 30, 2017. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were $(2.31) and $0.08, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the three months ended June 30, 2017 were ($2.31) and $0.08, respectively. The revised basic earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively, and the revised diluted earnings (loss) per share for continuing operations and discontinued operations for the six months ended June 30, 2017 were $(2.75) and $1.03, respectively. These errors had no impact on the consolidated tax provision or net loss for the three and six months ended June 30, 2017 as presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. The Company assessed the materiality of these errors based on an analysis of quantitative and qualitative factors and concluded that they were not material to the quarterly unaudited condensed consolidated financial statements for the three and six months ended June 30, 2017. The Company has revised its results of operations for the three months ended March 31, 2017 and June 30, 2017 to correct these errors and any subsequent presentation of the Company’s unaudited condensed consolidated statement of comprehensive income (loss) for the three months ended March 31, 2017 and for the three and six months ended June 30, 2017 will reflect the correction of these errors. The revision had no impact on the Company’s consolidated balance sheets as of December 31, 2018 and December 31, 2017 or its consolidated statements of comprehensive income (loss) or of cash flows for the years ended December 31, 2018, 2017 and 2016.

[3] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

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Guarantor/Non-Guarantor Supplemental Financial Information - Schedule of Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended																12 Months Ended
	Dec. 31, 2018		Sep. 30, 2018	[1]	Jun. 30, 2018	[1]	Mar. 31, 2018		Dec. 31, 2017		Sep. 30, 2017	[2]	Jun. 30, 2017	[2]	Mar. 31, 2017		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Activities
Net income (loss)	$ (62.0)	[1]	$ 417.4		$ (33.8)		$ (18.3)	[1]	$ 3.4	[2]	$ (10.8)		$ (25.1)		$ 8.1	[2]	$ 303.3	$ (24.4)	$ 16.3
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization																	48.9	46.8	56.7
Payment-in-kind interest																	88.7	41.7
Amortization of debt discount, financing costs and carrying value adjustment																	16.0	(0.1)	(31.4)
Provision for accounts receivable loss																	0.9	4.8	0.2
Loss (gain) on extinguishment of debt																	32.0	(3.5)
Gain on sale of business																	(473.1)
Facility exit costs																	4.3	1.4	0.8
Share-based compensation																	1.7	2.5	3.7
Deferred income taxes																	(3.0)	(22.0)	2.4
Net change in assets and liabilities:
Receivables																	29.6	(20.9)	(25.6)
Prepaid commissions																	(5.6)	(5.8)	3.7
Other current assets																	(15.4)	0.8	13.5
Other non-current assets																	(23.2)	3.9	(0.6)
Accounts payable and accrued expenses																	12.3	(10.8)	(4.4)
Deferred revenue																	2.8	(5.4)	(14.4)
Income taxes receivable and payable																	(1.1)	(0.2)	(0.3)
Other long-term liabilities																	(1.0)	0.2	3.0
Other, net																	2.9	(3.4)	2.1
Net cash provided by (used in) operating activities																	21.0	5.6	25.7
Investing Activities
Capital expenditures																	(32.1)	(38.1)	(34.3)
Acquisition-related payments, net of cash acquired																	(5.7)	(0.4)
Proceeds from sale of business, net of cash transferred																	517.3
Net cash provided by (used in) investing activities																	479.5	(38.5)	(34.3)
Financing Activities
Proceeds from borrowings																		1,539.6
Borrowings (repayments) under revolving credit facility, net																	45.0	55.0
Principal payments on borrowings																	(507.1)	(1,534.7)	(7.8)
Financing costs																	(0.3)	(29.3)
Proceeds from issuance of warrants																		0.5
Dividend paid to non-controlling interest																	(0.9)	(0.7)	(0.5)
Net cash provided by (used in) financing activities																	(463.3)	30.4	(8.3)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash																	(2.7)	3.3	(3.9)
Net increase (decrease) in cash, cash equivalents and restricted cash																	34.5	0.8	(20.8)
Cash, cash equivalents and restricted cash, beginning of period							64.6								63.8		64.6	63.8	84.6
Cash, cash equivalents and restricted cash, end of period	99.1								64.6								99.1	64.6	63.8
Less: cash, cash equivalents and restricted cash of discontinued operations, end of period									(15.2)									(15.2)	(16.7)
Cash, cash equivalents and restricted cash of continuing operations, end of period	99.1								49.4								99.1	49.4	47.1
Eliminations
Operating Activities
Net income (loss)																	(441.2)	(216.5)	(237.7)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (income) loss of subsidiaries																	441.2	216.5	237.7
Investing Activities
Intercompany receivables and payables																	304.7	333.6	248.1
Net cash provided by (used in) investing activities																	304.7	333.6	248.1
Financing Activities
Intercompany receivables and payables																	(304.7)	(333.6)	(248.1)
Net cash provided by (used in) financing activities																	(304.7)	(333.6)	(248.1)
Parent | Reportable Legal Entities
Operating Activities
Net income (loss)																	302.1	(25.2)	15.7
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (income) loss of subsidiaries																	(303.2)	23.2	(18.7)
Net change in assets and liabilities:
Accounts payable and accrued expenses																	1.1		2.5
Net cash provided by (used in) operating activities																		(2.0)	(0.5)
Investing Activities
Intercompany receivables and payables																			(2.2)
Net cash provided by (used in) investing activities																			(2.2)
Financing Activities
Principal payments on borrowings																		(11.6)
Proceeds from issuance of warrants																		0.5
Intercompany receivables and payables																		11.6
Net cash provided by (used in) financing activities																		0.5
Net increase (decrease) in cash, cash equivalents and restricted cash																		(1.5)	(2.7)
Cash, cash equivalents and restricted cash, beginning of period															1.5			1.5	4.2
Cash, cash equivalents and restricted cash, end of period																			1.5
Cash, cash equivalents and restricted cash of continuing operations, end of period																			1.5
Subsidiary Issuer | Reportable Legal Entities
Operating Activities
Net income (loss)																	303.2	(23.2)	18.7
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization																	0.9	0.6	0.4
Payment-in-kind interest																	88.7	41.7
Amortization of debt discount, financing costs and carrying value adjustment																	16.0	3.1	(23.0)
Loss (gain) on extinguishment of debt																	32.0	6.9
Gain on sale of business																	(530.1)
Share-based compensation																	1.7	2.5	3.7
Deferred income taxes																	0.9	(2.1)	0.4
Equity in (income) loss of subsidiaries																	(140.3)	(252.2)	(234.6)
Net change in assets and liabilities:
Receivables																	(10.6)	(0.4)	(0.7)
Other current assets																	(18.1)	(12.5)	8.5
Other non-current assets																	(2.7)	(0.4)	0.2
Accounts payable and accrued expenses																	6.4	(6.0)	(4.6)
Deferred revenue																	(0.1)	(0.1)	(0.1)
Income taxes receivable and payable																	0.1		(0.6)
Other long-term liabilities																	(2.9)	0.7	4.9
Other, net																	(20.4)	(2.7)	3.2
Net cash provided by (used in) operating activities																	(275.3)	(244.1)	(223.6)
Investing Activities
Capital expenditures																	(2.6)	(0.4)	(1.5)
Acquisition-related payments, net of cash acquired																	(6.5)
Proceeds from sale of business, net of cash transferred																	542.5
Intercompany receivables and payables																		(1.2)
Net cash provided by (used in) investing activities																	533.4	(1.6)	(1.5)
Financing Activities
Proceeds from borrowings																		1,539.6
Borrowings (repayments) under revolving credit facility, net																	45.0	55.0
Principal payments on borrowings																	(506.7)	(1,394.4)	(7.7)
Financing costs																	(0.3)	(29.3)
Intercompany dividend																	0.3	0.3
Intercompany receivables and payables																	255.8	222.5	245.8
Intercompany loans																	6.9	(151.8)	(34.6)
Net cash provided by (used in) financing activities																	(199.0)	241.9	203.2
Capital contribution to subsidiary																			(0.3)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash																		(0.1)
Net increase (decrease) in cash, cash equivalents and restricted cash																	59.1	(3.9)	(21.9)
Cash, cash equivalents and restricted cash, beginning of period							5.2								9.1		5.2	9.1	31.0
Cash, cash equivalents and restricted cash, end of period	64.3								5.2								64.3	5.2	9.1
Cash, cash equivalents and restricted cash of continuing operations, end of period									5.2									5.2	9.1
Guarantor Subsidiaries | Reportable Legal Entities
Operating Activities
Net income (loss)																	140.3	252.2	234.6
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization																	41.1	42.0	49.5
Amortization of debt discount, financing costs and carrying value adjustment																		(3.2)	(8.4)
Provision for accounts receivable loss																	0.7	1.5	0.2
Loss (gain) on extinguishment of debt																		(10.4)
Gain on sale of business																	57.0
Facility exit costs																	3.9	1.4	0.8
Deferred income taxes																	(2.7)	(20.0)	2.7
Equity in (income) loss of subsidiaries																	2.3	12.5	15.6
Net change in assets and liabilities:
Receivables																	34.7	(15.2)	(25.9)
Prepaid commissions																	(1.6)	(0.6)	3.6
Other current assets																	0.6	6.6	5.7
Other non-current assets																	(20.6)	3.6	(2.0)
Accounts payable and accrued expenses																	12.2	2.0	4.3
Deferred revenue																	2.9	(5.2)	(13.2)
Income taxes receivable and payable																	2.5	(0.2)	0.1
Other long-term liabilities																	(1.0)	(1.4)	(0.9)
Other, net																	67.6	1.0	0.5
Net cash provided by (used in) operating activities																	339.9	266.6	267.2
Investing Activities
Capital expenditures																	(28.0)	(36.8)	(29.9)
Proceeds from sale of business, net of cash transferred																	(25.2)
Intercompany receivables and payables																	(304.7)	(332.4)	(245.9)
Net cash provided by (used in) investing activities																	(357.9)	(369.2)	(275.8)
Financing Activities
Principal payments on borrowings																	(0.4)	(128.7)	(0.1)
Intercompany dividend																	0.4	0.7	0.5
Intercompany receivables and payables																		1.2
Intercompany loans																	(1.9)	234.8	27.5
Net cash provided by (used in) financing activities																	(1.9)	102.1	14.0
Capital contribution to subsidiary																		(5.9)	(13.9)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash																	(0.6)	1.4	(2.0)
Net increase (decrease) in cash, cash equivalents and restricted cash																	(20.5)	0.9	3.4
Cash, cash equivalents and restricted cash, beginning of period							33.8								32.9		33.8	32.9	29.5
Cash, cash equivalents and restricted cash, end of period	13.3								33.8								13.3	33.8	32.9
Less: cash, cash equivalents and restricted cash of discontinued operations, end of period									(15.2)									(15.2)	(16.7)
Cash, cash equivalents and restricted cash of continuing operations, end of period									18.6									18.6	16.2
Non-Guarantor Subsidiaries | Reportable Legal Entities
Operating Activities
Net income (loss)																	(1.1)	(11.7)	(15.0)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization																	6.9	4.2	6.8
Provision for accounts receivable loss																	0.2	3.3
Facility exit costs																	0.4
Deferred income taxes																	(1.2)	0.1	(0.7)
Net change in assets and liabilities:
Receivables																	5.5	(5.3)	1.0
Prepaid commissions																	(4.0)	(5.2)	0.1
Other current assets																	2.1	6.7	(0.7)
Other non-current assets																	0.1	0.7	1.2
Accounts payable and accrued expenses																	(7.4)	(6.8)	(6.6)
Deferred revenue																		(0.1)	(1.1)
Income taxes receivable and payable																	(3.7)		0.2
Other long-term liabilities																	2.9	0.9	(1.0)
Other, net																	(44.3)	(1.7)	(1.6)
Net cash provided by (used in) operating activities																	(43.6)	(14.9)	(17.4)
Investing Activities
Capital expenditures																	(1.5)	(0.9)	(2.9)
Acquisition-related payments, net of cash acquired																	0.8	(0.4)
Net cash provided by (used in) investing activities																	(0.7)	(1.3)	(2.9)
Financing Activities
Dividend paid to non-controlling interest																	(0.9)	(0.7)	(0.5)
Intercompany dividend																	(0.7)	(1.0)	(0.5)
Intercompany receivables and payables																	48.9	98.3	2.3
Intercompany loans																	(5.0)	(83.0)	7.1
Net cash provided by (used in) financing activities																	42.3	19.5	22.6
Capital contribution to subsidiary																		5.9	14.2
Effect of changes in exchange rates on cash, cash equivalents and restricted cash																	(2.1)	2.0	(1.9)
Net increase (decrease) in cash, cash equivalents and restricted cash																	(4.1)	5.3	0.4
Cash, cash equivalents and restricted cash, beginning of period							$ 25.6								$ 20.3		25.6	20.3	19.9
Cash, cash equivalents and restricted cash, end of period	$ 21.5								25.6								$ 21.5	25.6	20.3
Cash, cash equivalents and restricted cash of continuing operations, end of period									$ 25.6									$ 25.6	$ 20.3

[1] A gain on sale of business, net of tax of $447.2 million, or $32.81 per share attributable to common stockholders, was recorded in the third quarter of 2018 related to the ABG Sale.

[2] An income tax benefit of $25.5 million, or $1.87 per share attributable to common stockholders, was recorded in the fourth quarter of 2017 related to the impact of the TCJA

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Subsequent Events - Liquidity and Capital Resources - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions	Apr. 10, 2019	Mar. 01, 2019	Feb. 26, 2019	Feb. 19, 2019
Subsequent Event [Line Items]
Debt instrument, cash interest payment				$ 22.2
Debt instrument, interest rate terms	With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.
First Forbearance Agreement
Subsequent Event [Line Items]
Debt instrument, date of agreement			Feb. 26, 2019
Debt instrument, interest payment date				Feb. 19, 2019
Debt instrument, interest rate terms			of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date until the earlier of March 5, 2019 and the occurrence of a termination event under the First Forbearance Agreement.
Second Forbearance Agreement
Subsequent Event [Line Items]
Debt instrument, date of agreement		Mar. 01, 2019
Debt instrument, interest rate terms		of the Existing Credit Agreement if not paid within five business days of the Interest Payment Date, (ii) deliver audited financial statements for the fiscal year ended December 31, 2018 that are not qualified in any material respect on or prior to the date that is 90 days after December 31, 2018 that would otherwise constitute a default and, if not remedied within 5 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default and (iii) comply with the requirements of Section 5.13 of the Existing Credit Agreement that would otherwise constitute a default and, if not remedied within 30 days after notice from the agent under the Existing Credit Agreement, would constitute an event of default, in each case until June 3, 2019. On March 22, 2019, Affinion entered into an amendment to the Second Forbearance Agreement to add to the list of specified defaults and/or events of default under the Existing Credit Agreement with respect to which requisite lenders agree to forbear from taking any action until the earlier of June 3, 2019 and certain events of termination, the failure of Affinion to make any additional scheduled payments of interest and principal under the Existing Credit Agreement through June 3, 2019.

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Subsequent Events - 2019 Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 10, 2019	Mar. 04, 2019	Feb. 28, 2019	Dec. 31, 2018	Dec. 31, 2017	May 10, 2017	Dec. 31, 2016	Nov. 09, 2015
Subsequent Event [Line Items]
Aggregate principal amount						$ 532.6
Common stock, par value				$ 0.01	$ 0.01		$ 0.01
Warrants to purchase common stock						3,974,581
Warrants exercise price per share				0.01
Affinion Holdings
Subsequent Event [Line Items]
Common stock, par value						$ 0.01
Class C Common Stock
Subsequent Event [Line Items]
Common stock, par value				0.01	0.01		0.01	$ 0.01
Class D Common Stock
Subsequent Event [Line Items]
Common stock, par value				$ 0.01	$ 0.01		$ 0.01	$ 0.01
Subsequent Event
Subsequent Event [Line Items]
Credit agreement amendment date	Apr. 10, 2019
Warrants exercise price, description	Warrant is exercisable for one share of New Common Stock at any time, subject to required regulatory approval and filings. In order to exercise its New Investor Warrant, a holder of New Investor Warrants will need to submit an exercise notice to Affinion Holdings, together with the exercise price equal of $67.12 per share.
Warrants exercise price per share	$ 67.12
Warrant exercise price per share	$ 0.01
Subsequent Event | New Notes | 2019 Exchange Offer | Investor Purchase Agreement
Subsequent Event [Line Items]
Aggregate principal amount	$ 57.0
Percentage of the outstanding new common stock	12.50%
Subsequent Event | New Notes | 2019 Rights Offering | Investor Purchase Agreement
Subsequent Event [Line Items]
Aggregate principal amount	$ 300.0
Net cash proceeds previously held in escrow	5.0
Cash utilized for payment of term loan principal and interest	153.0
Repayment of amounts outstanding under our revolving facility loans	108.4
Repayments of recapitalization costs	$ 16.3
Subsequent Event | Affinion Holdings | 2019 Exchange Offer
Subsequent Event [Line Items]
Aggregate principal amount		$ 300.0
Proceeds from rights offering		$ 300.0
Warrants to purchase common stock	10,522,940
Principal amount of notes outstanding	$ 10.7
Subsequent Event | Affinion Holdings | New Notes | 2019 Rights Offering | Investor Purchase Agreement
Subsequent Event [Line Items]
Proceeds from rights offering	300.0
Subsequent Event | Common Shares | Affinion Holdings | 2019 Exchange Offer
Subsequent Event [Line Items]
Common stock, par value		$ 0.000001
Principal amount of notes exchanged	$ 670.8
Stock issued during period new issues, shares	725,678
Subsequent Event | 2017 Warrants
Subsequent Event [Line Items]
Common stock, par value			$ 0.01
Warrant agreement date			May 10, 2017
Subsequent Event | New Investor Warrants
Subsequent Event [Line Items]
Common stock, par value			$ 0.089809
Subsequent Event | Consenting Noteholders | 2017 Notes
Subsequent Event [Line Items]
Aggregate principal amount		$ 647.0
Percentage of aggregate principal amount outstanding		95.00%
Subsequent Event | Consenting Lenders | Term Loan and Revolving Loan
Subsequent Event [Line Items]
Aggregate principal amount		$ 904.0
Percentage of aggregate principal amount outstanding		96.00%
Subsequent Event | Class M Common Stock | Affinion Holdings | 2019 Exchange Offer
Subsequent Event [Line Items]
Common stock, par value		$ 0.01
Subsequent Event | Class M Common Stock | 2017 Warrants
Subsequent Event [Line Items]
Common stock, par value			0.01
Subsequent Event | Class C Common Stock | 2017 Warrants
Subsequent Event [Line Items]
Common stock, par value			0.01
Subsequent Event | Class D Common Stock | 2017 Warrants
Subsequent Event [Line Items]
Common stock, par value			0.01
Subsequent Event | Class C and D Common Stock | 2017 Warrants
Subsequent Event [Line Items]
Common stock, par value			$ 0.01

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Subsequent Events - The Amended Credit Agreement - Additional Information (Details) - USD ($)		12 Months Ended
	Apr. 10, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Maturity date of notes		Nov. 10, 2022
Subsequent Event
Subsequent Event [Line Items]
Additional interest rate for over due amount	2.00%
Additional interest rate for non-payment of debt on due date	2.00%
Debt instrument, interest rate terms	With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.
Percentage of non-voting stock limited to foreign subsidiaries	100.00%
Percentage of voting stock of foreign subsidiaries	65.00%
Subsequent Event | LIBOR Loans
Subsequent Event [Line Items]
Debt instrument, frequency of periodic payment	three (3) months
Subsequent Event | ABR
Subsequent Event [Line Items]
Additional interest rate for over due amount	2.00%
Subsequent Event | Term Loan
Subsequent Event [Line Items]
Maturity date of notes	Apr. 10, 2024
Subsequent Event | Revolving Credit Facility
Subsequent Event [Line Items]
Revolving facility commitments	$ 85,000,000
Maturity date of notes	Apr. 10, 2023
Subsequent Event | Revolving Credit Facility | Option Two
Subsequent Event [Line Items]
Interest rate under line of credit facility	2.00%
Interest margin of loans	3.00%
Subsequent Event | Revolving Credit Facility | LIBOR Loans | Option One
Subsequent Event [Line Items]
Interest rate under line of credit facility	1.00%
Interest margin of loans	4.00%
Subsequent Event | Revolving Credit Facility | Federal Funds Effective Rate | Option Two
Subsequent Event [Line Items]
Interest margin of loans	0.50%
Subsequent Event | 2019 Term Loans
Subsequent Event [Line Items]
Debt instrument, frequency of periodic payment	quarterly
Amortization payment for first three years, percentage	0.00%
Amortization payment year four, percentage	1.00%
Amortization payment thereafter, percentage	2.50%
Percentage of net cash proceeds of asset sales and dispositions for prepayment of outstanding term loans	100.00%
Percentage of net cash proceeds from insurance or condemnation event for prepayment of outstanding term loans	100.00%
Percentage of net cash proceeds from extraordinary and non-recurring cash receipts for prepayment of outstanding term loans	100.00%
Percentage of excess cash flow for prepayment of outstanding term loans	50.00%
Percentage of net cash proceeds received from issuance of debt for prepayment of outstanding term loans	100.00%
Percentage of principal amount prepaid for prepayment premium	103.00%
Subsequent Event | 2019 Term Loans | Option One
Subsequent Event [Line Items]
Percentage of interest paid in kind through third anniversary	1.75%
Percentage of interest paid in kind through fourth anniversary	1.25%
Percentage of interest paid in kind after fourth anniversary	0.75%
Subsequent Event | 2019 Term Loans | Option Two
Subsequent Event [Line Items]
Percentage of interest paid in kind through third anniversary	1.75%
Percentage of interest paid in kind through fourth anniversary	1.25%
Percentage of interest paid in kind after fourth anniversary	0.75%
Subsequent Event | 2019 Term Loans | LIBOR Loans | Option One
Subsequent Event [Line Items]
Interest rate under line of credit facility	1.00%
Interest margin of loans	5.75%
Subsequent Event | 2019 Term Loans | Federal Funds Effective Rate | Option Two
Subsequent Event [Line Items]
Interest margin of loans	0.50%
Subsequent Event | 2019 Term Loans | ABR | Option Two
Subsequent Event [Line Items]
Interest rate under line of credit facility	2.00%
Interest margin of loans	4.75%

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Subsequent Events - The New Notes - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 10, 2019	Dec. 31, 2018	May 10, 2017
Subsequent Event [Line Items]
Aggregate principal amount			$ 532.6
Maturity date of notes		Nov. 10, 2022
Subsequent Event
Subsequent Event [Line Items]
Debt instrument, interest rate terms	With respect to LIBOR loans, interest will be payable in arrears at the end of each applicable interest period, but in any event at least every three (3) months. With respect to ABR loans, interest will be payable on the last business day of each fiscal quarter. In each case, calculations of interest are based on a 360-day year (or 365 or 366 days, as the case may be, in the case of loans based on the administrative agent’s prime ABR rate, and loans in any jurisdiction where the relevant interbank market practice is to use a 365 or 366 day year) and actual days elapsed.
New Notes Indenture | Subsequent Event
Subsequent Event [Line Items]
Aggregate principal amount	$ 357.0
Maturity date of notes	Oct. 10, 2024
PIK interest percentage	18.00%
Debt instrument, frequency of periodic payment	semi-annually
Debt instrument, interest rate terms	Interest on the New Notes will be payable semi-annually in arrears on April 10 and October 10, commencing on October 10, 2019. The Company will make each interest payment to the holders of record of the New Notes on the March 26 or September 25 record date immediately preceding the related interest payment date. The New Notes will accrue interest from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 10, 2024, and will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Percentage of principal amount can be redeemed	100.00%
Calculation of net leverage ratio, base	99.9999%
New Notes Indenture | Subsequent Event | Minimum
Subsequent Event [Line Items]
Debt redemption notice period	10 days
Senior unsecured leverage ratio	850.00%
New Notes Indenture | Subsequent Event | Maximum
Subsequent Event [Line Items]
Debt redemption notice period	60 days

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Subsequent Events - The New Warrant Agreement - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Apr. 10, 2019
Subsequent Event [Line Items]
Warrants exercise price per share	$ 0.01
Warrants exercisable period description	The 2017 Warrants are immediately exercisable upon issuance and will terminate on the earlier to occur of (i) November 10, 2022 and (ii) five business days following the consummation of a sale of Affinion Holdings or other similar fundamental transaction.
Subsequent Event
Subsequent Event [Line Items]
Warrants exercise price per share		$ 67.12
New Warrant Agreement
Subsequent Event [Line Items]
Warrants exercisable period description	In connection with the 2019 Exchange Offer and the Investor Purchase Agreement, on April 10, 2019, Affinion Holdings entered into a Warrant Agreement with American Stock Transfer & Trust Company, LLC, as warrant agent (the “New Warrant Agreement”), setting forth the terms of the New Penny Warrants to purchase shares of New Common Stock. Pursuant to the terms of the Warrant Agreement, the New Penny Warrants are immediately exercisable upon issuance and will have no stated expiration date.
New Warrant Agreement | Subsequent Event
Subsequent Event [Line Items]
Warrants exercise price per share		$ 0.000001

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Subsequent Events - New Registration Rights Agreement - Additional Information (Details)	Apr. 10, 2019
New Registration Rights Agreement | Subsequent Event
Subsequent Event [Line Items]
Minimum percentage of new common stock investors held	7.00%