EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
  

AFFINION GROUP, INC. 
 as Issuer

 the GUARANTORS named herein 

$532,616,637 SENIOR CASH 12.5% / PIK STEP-UP TO 15.5% NOTES DUE 2022 

 
  

INDENTURE 
 Dated as of
May 10, 2017 
  
  

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
  

 
  







 TABLE OF CONTENTS 
  

					
	 	  	Page	 
	ARTICLE 1	  			
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
		
	 SECTION 1.01. Definitions
	  	 	5	 
	 SECTION 1.02. Other Definitions
	  	 	37	 
	 SECTION 1.03. No Incorporation by Reference of Trust Indenture Act
	  	 	38	 
	 SECTION 1.04. Rules of Construction
	  	 	38	 
		
	ARTICLE 2	  			
		
	THE NOTES	  			
		
	 SECTION 2.01. Amount of Notes
	  	 	39	 
	 SECTION 2.02. Form and Dating
	  	 	39	 
	 SECTION 2.03. Execution and Authentication
	  	 	40	 
	 SECTION 2.04. Registrar and Paying Agent
	  	 	40	 
	 SECTION 2.05. Paying Agent to Hold Money and PIK Notes in Trust
	  	 	41	 
	 SECTION 2.06. Holder Lists
	  	 	42	 
	 SECTION 2.07. Transfer and Exchange
	  	 	42	 
	 SECTION 2.08. Replacement Notes
	  	 	43	 
	 SECTION 2.09. Outstanding Notes
	  	 	43	 
	 SECTION 2.10. Temporary Notes
	  	 	44	 
	 SECTION 2.11. Cancellation
	  	 	44	 
	 SECTION 2.12. Defaulted Interest
	  	 	44	 
	 SECTION 2.13. CUSIP Numbers, ISINs, etc.
	  	 	44	 
	 SECTION 2.14. Calculation of Principal Amount of Notes
	  	 	44	 
	 SECTION 2.15. Issuance of PIK Notes; Notice of PIK Interest
	  	 	45	 
		
	ARTICLE 3	  			
		
	REDEMPTION	  			
		
	 SECTION 3.01. Redemption
	  	 	47	 
	 SECTION 3.02. Applicability of Article
	  	 	47	 
	 SECTION 3.03. Notices to Trustee
	  	 	47	 
	 SECTION 3.04. Selection of Notes to Be Redeemed or Repurchased
	  	 	47	 
	 SECTION 3.05. Notice of Optional Redemption
	  	 	48	 
	 SECTION 3.06. Effect of Notice of Redemption
	  	 	49	 
	 SECTION 3.07. Deposit of Redemption Price
	  	 	49	 
	 SECTION 3.08. Notes Redeemed in Part
	  	 	49	 









					
	ARTICLE 4	  			
		
	COVENANTS	  			
		
	 SECTION 4.01. Payment of Notes
	  	 	49	 
	 SECTION 4.02. Reports and Other Information
	  	 	50	 
	 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and
Preferred Stock
	  	 	51	 
	 SECTION 4.04. Limitation on Restricted Payments
	  	 	57	 
	 SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	63	 
	 SECTION 4.06. Asset Sales
	  	 	65	 
	 SECTION 4.07. Transactions with Affiliates
	  	 	68	 
	 SECTION 4.08. Change of Control
	  	 	70	 
	 SECTION 4.09. Compliance Certificate
	  	 	72	 
	 SECTION 4.10. Further Instruments and Acts
	  	 	72	 
	 SECTION 4.11. Future Guarantors
	  	 	73	 
	 SECTION 4.12. Liens
	  	 	73	 
	 SECTION 4.13. Maintenance of Office or Agency
	  	 	73	 
	 SECTION 4.14. Restrictions on Affinion Holdings
	  	 	74	 
	 SECTION 4.15. Specified Equity Event
	  	 	74	 
		
	ARTICLE 5	  			
		
	MERGER, CONSOLIDATION OR SALE OF ALL	  			
	OR SUBSTANTIALLY ALL ASSETS	  			
		
	 SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	77	 
		
	ARTICLE 6	  			
		
	DEFAULTS AND REMEDIES	  			
		
	 SECTION 6.01. Events of Default
	  	 	80	 
	 SECTION 6.02. Acceleration
	  	 	82	 
	 SECTION 6.03. Other Remedies
	  	 	82	 
	 SECTION 6.04. Waiver of Past Defaults
	  	 	82	 
	 SECTION 6.05. Control by Majority
	  	 	83	 
	 SECTION 6.06. Limitation on Suits
	  	 	83	 
	 SECTION 6.07. Rights of the Holders to Receive Payment
	  	 	83	 
	 SECTION 6.08. Collection Suit by Trustee
	  	 	83	 
	 SECTION 6.09. Trustee May File Proofs of Claim
	  	 	84	 
	 SECTION 6.10. Priorities
	  	 	84	 
	 SECTION 6.11. Undertaking for Costs
	  	 	84	 
	 SECTION 6.12. Waiver of Stay or Extension Laws
	  	 	85	 


  
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	ARTICLE 7	  			
		
	TRUSTEE	  			
	 SECTION 7.01. Duties of Trustee
	  	 	85	 
	 SECTION 7.02. Rights of Trustee
	  	 	86	 
	 SECTION 7.03. Individual Rights of Trustee
	  	 	87	 
	 SECTION 7.04. Trustee’s Disclaimer
	  	 	88	 
	 SECTION 7.05. Notice of Defaults
	  	 	88	 
	 SECTION 7.06. Compensation and Indemnity
	  	 	88	 
	 SECTION 7.07. Replacement of Trustee
	  	 	89	 
	 SECTION 7.08. Successor Trustee by Merger
	  	 	90	 
	 SECTION 7.09. Eligibility; Disqualification
	  	 	90	 
	 SECTION 7.10. Preferential Collection of Claims Against Issuer
	  	 	90	 
		
	ARTICLE 8	  			
		
	DISCHARGE OF INDENTURE; DEFEASANCE	  			
		
	 SECTION 8.01. Discharge of Liability on Notes; Defeasance
	  	 	90	 
	 SECTION 8.02. Conditions to Defeasance
	  	 	92	 
	 SECTION 8.03. Application of Trust Money
	  	 	93	 
	 SECTION 8.04. Repayment to the Issuer
	  	 	93	 
	 SECTION 8.05. Indemnity for Government Obligations
	  	 	93	 
	 SECTION 8.06. Reinstatement
	  	 	93	 
		
	ARTICLE 9	  			
		
	AMENDMENTS AND WAIVERS	  			
		
	 SECTION 9.01. Without Consent of the Holders
	  	 	94	 
	 SECTION 9.02. With Consent of the Holders
	  	 	95	 
	 SECTION 9.03. Revocation and Effect of Consents and Waivers
	  	 	96	 
	 SECTION 9.04. Notation on or Exchange of Notes
	  	 	96	 
	 SECTION 9.05. Trustee to Sign Amendments
	  	 	96	 
	 SECTION 9.06. Payment for Consent
	  	 	96	 
	 SECTION 9.07. Additional Voting Terms; Calculation of Principal Amount
	  	 	97	 
		
	ARTICLE 10	  			
		
	GUARANTEES	  			
		
	 SECTION 10.01. Guarantees
	  	 	97	 
	 SECTION 10.02. Limitation on Liability; Release
	  	 	99	 
	 SECTION 10.03. Successors and Assigns
	  	 	99	 
	 SECTION 10.04. No Waiver
	  	 	100	 
	 SECTION 10.05. Modification
	  	 	100	 


  
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	 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors
	  	 	100	 
	 SECTION 10.07. Execution and Delivery of Guarantee
	  	 	100	 
	 SECTION 10.08. Limitation on Guarantees of Certain Foreign Subsidiaries
	  	 	101	 
		
	ARTICLE 11	  			
		
	[INTENTIONALLY OMITTED]	  			
		
	ARTICLE 12	  			
		
	[INTENTIONALLY OMITTED]	  			
		
	ARTICLE 13	  			
		
	MISCELLANEOUS	  			
		
	 SECTION 13.01. [Reserved]
	  	 	103	 
	 SECTION 13.02. Notices
	  	 	103	 
	 SECTION 13.03. [Reserved]
	  	 	104	 
	 SECTION 13.04. Certificate and Opinion as to Conditions Precedent
	  	 	104	 
	 SECTION 13.05. Statements Required in Certificate or Opinion
	  	 	104	 
	 SECTION 13.06. When Notes Disregarded
	  	 	104	 
	 SECTION 13.07. Rules by Trustee, Paying Agent and Registrar
	  	 	105	 
	 SECTION 13.08. Legal Holidays
	  	 	105	 
	 SECTION 13.09. Governing Law; Waiver of Jury Trial
	  	 	105	 
	 SECTION 13.10. No Recourse Against Others
	  	 	105	 
	 SECTION 13.11. Successors
	  	 	105	 
	 SECTION 13.12. Multiple Originals
	  	 	105	 
	 SECTION 13.13. Table of Contents; Headings
	  	 	106	 
	 SECTION 13.14. Indenture Controls
	  	 	106	 
	 SECTION 13.15. Severability
	  	 	106	 
	 SECTION 13.16. Currency of Account; Conversion of Currency; Foreign Exchange
Restrictions
	  	 	106	 
	 SECTION 13.17. U.S.A. Patriot Act
	  	 	108	 
	 SECTION 13.18. Consent to Jurisdiction and Service of Process
	  	 	108	 
	 SECTION 13.19. Force Majeure
	  	 	109	 

 Appendix A – Rule 144A/Regulation S/IAI Appendix 

Exhibit 1 – Form of Initial Note or Additional Notes or PIK Note 

Exhibit 2 – Form of Letter of Representation (for Rule 144A Global Notes) 

Exhibit 3 – Form of Letter of Representation (for IAI Global Notes) 

Exhibit 4 – Form of Letter of Representation (for Regulation S Global Notes) 

Appendix B – Form of Supplemental Indenture for Future Guarantors 

Appendix C – Agreed Guarantee Principles 
 Appendix D –
Initial Guarantors 

  
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 INDENTURE dated as of May 10, 2017 among Affinion Group, Inc., a Delaware corporation (the
“Issuer”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of Notes issued under
this Indenture. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01. Definitions. 

“Acquired Indebtedness” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or becomes a
Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person, 
 in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the
funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was acquired by
such Person, as applicable. 
 “Additional Notes” means the Senior Cash 12.5% / PIK
Step-Up to 15.5% Notes due 2022 issued by the Issuer pursuant to this Indenture from time to time after the Issue Date (other than PIK Notes issued as a result of the payment of PIK Interest). 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and
“under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. 
 “Affinion Holdings” means Affinion Group Holdings, Inc., a
Delaware corporation, and its successors. 
 “Affinion Investments” means Affinion Investments, LLC, a Delaware limited
liability company, and its successors. 

  
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 “AGI Subordinated Notes” means the $362.6 million principal amount of
13.50% Senior Subordinated Notes due 2018 that were issued by the Issuer on December 12, 2013 (and any exchange notes issued therefor). 

“Agreed Guarantee Principles” means the principles set forth in Appendix C. 

“Applicable Insurance Laws and Regulations” means any laws, rules and 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” means, 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 Premium” means, with respect to any
redemption or repurchase, as calculated by the Issuer, the excess of: (a) the present value at the applicable redemption date or repurchase date, as the case may be, of (i) the redemption price of the Notes being redeemed on May 10,
2020 (such redemption price being set forth in the table in paragraph (b) of Paragraph 5 of the form of the Notes set forth in Appendix A) plus (ii) all required interest payments on such Notes through May 10, 2020 (excluding
accrued but unpaid interest to such redemption date or repurchase date, as the case may be), computed using a discount rate equal to the Treasury Rate as determined by the Issuer no less than two Business Days before any such redemption date or
repurchase date (or in the case of a discharge pursuant to this Indenture, no less than two Business Days before the deposit of funds with the Trustee or Paying Agent (if not the Trustee)), as the case may be, plus 50 basis points; over (b) the
then outstanding principal amount of such Notes. 
 “Asset Sale” means: 

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions)
of property or assets (including by way of a Sale/Leaseback Transaction) of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a “disposition”) or 

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to
be held by foreign nationals) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions), 

in each case other than: 

  
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 (a) a disposition of Cash Equivalents or obsolete, damaged or worn out property
or equipment in the ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the
Issuer in a manner permitted pursuant to the provisions set forth in Section 5.01 herein or any disposition that constitutes a Change of Control; 

(c) for purposes of Section 4.06 only, any Restricted Payment or Permitted Investment (other than a Permitted Investment
to the extent such transaction results in the receipt of Cash Equivalents by the Issuer or its Restricted Subsidiaries) that is permitted to be made, and is made, under Section 4.04 herein. 

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series
of related transactions with an aggregate Fair Market Value of less than $7.5 million; 
 (e) any disposition of
property or assets or the issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer; 

(f) any foreclosures on assets or property of the Issuer or its Subsidiaries; 

(g) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 

(h) any sale of inventory, equipment or other assets in the ordinary course of business; 

(i) any grant in the ordinary course of business of any license of patents, trademarks,
know-how and any other intellectual property; 
 (j) any exchange of assets for
assets (including a combination of assets and Cash Equivalents) related to a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith
by the Board of Directors of the Issuer, which in the event of an exchange of assets with a Fair Market Value in excess of (1) $10.0 million shall be evidenced by an Officers’ Certificate, and (2) $25.0 million shall be set forth in a
resolution approved in good faith by at least a majority of the Board of Directors of the Issuer; and 
 (k) in the ordinary
course of business, any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection with any outsourcing arrangements in which the Issuer enters into a multi-year services
arrangement with the transfer of such assets) of comparable or greater value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by senior management or the Board of Directors of the
Issuer, which in the event of a swap with a Fair Market Value in excess of (1) $10.0 million shall be evidenced by an Officers’ Certificate and (2) $25.0 million shall be set forth in a resolution approved in good faith by at least a
majority of the Board of Directors of the Issuer. 

  
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 “Average Liquidity” shall, solely for purposes of the calculation made in
connection with determining whether interest payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, have the meaning set forth in the Credit Agreement, as in effect on the Issue Date. 

“Board of Directors” means 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. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law to close in New York City or place of payment. 
 “Capital Expenditures” means, solely for purposes of the
calculation made in connection with determining whether interest payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, 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 (as defined in the Credit Agreement, as in effect on the
Issue Date) under clause (a) of such definition 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 Issuer and its Restricted Subsidiaries
within 12 months of receipt of such proceeds; 
 (c) interest capitalized during such period; 

(d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party
(excluding Affinion Holdings, the Issuer or any of its Restricted Subsidiaries) and for which none of Affinion Holdings, the Issuer or any of its Restricted Subsidiaries 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 such period); 

  
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 (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 originally acquired; 
 (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 Business
Acquisition (as defined in the Credit Agreement, as in effect on the Issue Date). 
 “Capital Lease” means, 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 means 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. 

“Capital Stock” means: 

(1) in the case of a corporation or a company, corporate stock or shares; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Cash
Equivalents” means: 
 (1) U.S. dollars, pounds sterling, euros or, in the case of any Foreign Subsidiary that is a
Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 

  
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 (2) securities issued or directly and fully guaranteed or insured by the
government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof, in each case with maturities not exceeding two years from the date of acquisition; 

(3) 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, in each case with any commercial bank having capital and surplus in excess of $250 million, 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 reasonably equivalent ratings of another internationally recognized ratings agency);

 (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered
into with any financial institution meeting the qualifications specified in clause (3) above; 
 (5) commercial paper
issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally
recognized ratings agency) and in each case maturing within one year after the date of acquisition; 
 (6) 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 (or reasonably equivalent ratings of another
internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; 

(7) Indebtedness issued by Persons (other than Permitted Holders or any of their Affiliates) with a rating of “A” or
higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years
from the date of acquisition; and 
 (8) investment funds investing at least 95% of their assets in securities of the types
described in clauses (1) through (7) above. 
 “Cash Interest” means interest on the Notes payable in cash. 

“CFC” means a “controlled foreign corporation” pursuant to Section 957 of the Code. 

“Change of Control” means the occurrence of one or more of the following events: 

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the
Issuer and its Restricted Subsidiaries, taken as a whole, to any Person, other than any Permitted Holder; or 

  
 -10- 








 (2) the acquisition by any Person or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business
combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the
Issuer or any Parent of the Issuer (for purposes of calculating the total voting power of the Voting Stock held by a group, the voting power beneficially owned by a Permitted Holder shall be excluded to the extent such Permitted Holder retains the
sole economic rights with respect to the subject Voting Stock); or 
 (3) (A) prior to the first public offering of
common Capital Stock of any Parent or the Issuer, the first day on which the Board of Directors of such Parent or the Issuer shall cease to consist of a majority of directors who (i) were members of the Board of Directors of the Issuer on the
Issue Date or (ii) were either (x) nominated for election by the Board of Directors of such Parent or the Issuer, a majority of whom were directors on the Issue Date or whose election or nomination for election was previously approved by a
majority of directors nominated for election pursuant to this clause (x) or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant
to clauses (A)(i) and (A)(ii), a “Continuing Director”) and (B) after the first public offering of common Capital Stock of either such Parent or the Issuer, (i) if such public offering is of common Capital Stock of such
Parent, the first day on which a majority of the members of the Board of Directors of such Parent are not Continuing Directors or (ii) if such public offering is of common Capital Stock of the Issuer, the first day on which a majority of the
members of the Board of Directors of the Issuer are not Continuing Directors. 
 Notwithstanding the foregoing, a Specified Merger/Transfer
Transaction shall not constitute a Change of Control. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Consolidated Debt” shall, solely for purposes of the calculation made in connection with determining whether interest
payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, have the meaning set forth in the Credit Agreement, as in effect on the Issue Date. 

“Consolidated Fixed Charge Coverage Ratio” means, solely for purposes of the calculation made in connection with determining
whether interest payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, 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. 

  
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 “Consolidated Fixed Charges” means, solely for purposes of the calculation made
in connection with determining whether interest payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, with respect to the Issuer and its Restricted 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 Issuer and its Restricted 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 Company and its Restricted 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 Issuer and any of its Restricted Subsidiaries or secured by a Lien on assets of the Issuer and any of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

(d) scheduled payments made or payable during such period on account of principal of Indebtedness of the Issuer and its
Restricted Subsidiaries (including scheduled principal payments in respect of the term loans outstanding under the Credit Agreement), 
 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 Net Income” means, 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 Restricted Subsidiaries in such period; provided,
however, that: 
 (1) [reserved]; 

(2) 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 Issue Date shall be excluded; 

(3) the cumulative effect of a change in accounting principles during such period shall be excluded; 

  
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 (4) any net after-tax gains or losses on
disposal of discontinued operations shall be excluded; 
 (5) 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 Issuer) shall be excluded; 
 (6) 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
Issuer, in each case, shall be excluded; 
 (7) 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 such period; 
 (8) 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 (8)), to the extent not already
included therein; 
 (9) 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 be excluded; 

(10) 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 Restricted Subsidiaries
shall be excluded; 
 (11) any one-time
non-cash compensation charges shall be excluded; 
 (12) 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 be excluded; 

  
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 (13) [reserved]; 

(14) [reserved]; 

(15) 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 

(16) (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 be included. 

Notwithstanding the foregoing, for the purpose of the covenant described in Section 4.04 herein, there shall be excluded from the calculation of
Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary of the Issuer in respect of or that originally constituted Restricted
Investments. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any
leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent: 
 (1) to purchase any such primary obligation or any
property constituting direct or indirect security therefor; 
 (2) to advance or supply funds: 

(a) for the purchase or payment of any such primary obligation; or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Credit Agreement” means (i) the Credit Agreement dated as of the Issue Date, among the Issuer, Affinion Holdings, the
lenders from time to time party thereto, HPS Investment Partners, LLC, as Administrative Agent and Collateral Agent, and the other agents party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and
whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any one or more agreements or indentures extending the maturity thereof, refinancing, replacing or
otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or


  
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increasing the amount loaned or issued thereunder or altering the maturity thereof and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if
designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or
exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended,
supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default. 

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration
pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the
terms of any security into which it is convertible or for which it is redeemable, putable or exchangeable), or upon the happening of any event: 

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, 

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or 

(3) is redeemable at the option of the holder thereof, in whole or in part, 

in each case prior to 91 days after the maturity date of the Notes; 

provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is
so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that (x) if such Capital Stock is issued to any employee or to any plan for the
benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (y) such Capital Stock shall not constitute Disqualified Stock if such Capital Stock matures or is mandatorily redeemable or is
redeemable at the option of the holders thereof as a result of a change of control or asset sale so long as the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such
Capital Stock than the asset sale and change of control provisions applicable to the Notes and any purchase requirement triggered thereby may not 

  
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become operative until compliance with the asset sale and change of control provisions applicable to the Notes (including the purchase of any Notes tendered pursuant thereto); provided,
further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

 “EBITDA” means, with respect to the Issuer and its Restricted Subsidiaries on a consolidated basis for any period, the
Consolidated Net Income of the Issuer and its Restricted 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 Issuer and its Restricted 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 Issuer and the Restricted Subsidiaries in respect of such period, which shall be included as though such amounts had been paid as income taxes directly by the Issuer or any
Restricted Subsidiary; plus 
 (ii) to the extent deducted or otherwise excluded in calculating Consolidated Net
Income for such period, Consolidated Fixed Charges of the Issuer and its Restricted 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 any such 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 Issuer
and its Restricted 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 (iv) shall not exceed the greater of $15,000,000 and 7.5% of EBITDA for the relevant Test Period prior to giving effect to such addback; plus 

  
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 (v) any net after-tax extraordinary or
nonrecurring or unusual losses, expenses or charges, provided that 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) $25,000,000 for the relevant Test Period or (y) $50,000,000 in the aggregate during the term of this Indenture; 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 Indenture (including a refinancing thereof) (whether or
not successful), including (x) such fees, expenses or charges related to the offering of the Notes and the Credit Agreement, and (y) any amendment or other modification of the Notes 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 or otherwise); 
 in each case, on a consolidated basis and determined in accordance with GAAP. 

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. 
 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 Restricted Subsidiary of the Issuer 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 Restricted Subsidiary was added to compute such Consolidated Net Income of the Issuer, and (B) only to the extent that a corresponding amount of the Net Income of
such Restricted Subsidiary would be permitted at the date of determination to be dividended or distributed to the Issuer by such Restricted Subsidiary without prior 

  
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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 Restricted Subsidiary or its stockholders. 
 Notwithstanding the foregoing,
for the purpose of the definitions of “Fixed Charge Coverage Ratio” as used elsewhere in this Indenture and “Unrestricted Subsidiary” and not, for the avoidance of doubt for purposes of determining whether interest payments on
the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, (1) the maximum aggregate adjustments made to EBITDA pursuant to clauses (iv) through (ix) shall not exceed 15% of the EBITDA for the relevant Test Period prior
to giving effect to such addbacks and (2) the reference to “Consolidated Fixed Charges” in clause (ii) shall be replaced with the reference to “Fixed Charges.” 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means any public or
private sale for cash after the Issue Date of common stock or Preferred Stock of any Person (other than Disqualified Stock), other than: 

(1) public offerings with respect to the Capital Stock of such Person registered on Form
S-4 or Form S-8; and 
 (2) an issuance to
any Subsidiary. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder. 
 “Exchange Offers” means the exchange offers and consent solicitations made pursuant to
the Offering Memorandum by the Issuer, Affinion Holdings and Affinion Investments pursuant to which eligible holders of the Existing Notes were offered the option to receive certain consideration in exchange for their Existing Notes and consent to
certain amendments to the terms of the Existing Notes. 
 “Excluded Foreign Subsidiary” means (i) any Foreign
Subsidiary that is a CFC and (ii) any Restricted Subsidiary that has no material assets other than Equity Interests of, or Equity Interests and indebtedness of, one or more CFCs. 

“Excluded Subsidiaries” means (i) each Unrestricted Subsidiary, (ii) to the extent prohibited by Applicable
Insurance Laws and Regulations, any Insurance Subsidiary, (iii) [reserved]; (iv) any Foreign Subsidiary not required to be Guarantors pursuant to the Agreed Guarantee Principles, (v) any Immaterial Subsidiary (as defined in the Credit Agreement
as in effect on the Issue Date), (vi) any Restricted 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 Issuer
and the Guarantors) under applicable law or regulations or a contractual obligation on such Restricted Subsidiary and such law or obligation existed at the time of the acquisition of such Restricted Subsidiary and was not created or made


  
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binding on such Restricted Subsidiary in contemplation of or in connection with the acquisition of such Restricted Subsidiary and (vii) any Excluded Foreign Subsidiaries; provided, that any
such Restricted Subsidiary that is a guarantor under or in respect of the Credit Agreement shall be deemed not to be an Excluded Subsidiary. 

“Existing AGI Notes” means the $475.0 million principal amount of 7.875% Senior Notes due 2018 that were issued by the
Issuer on November 19, 2010 (and any exchange notes issued therefor). 
 “Existing Holdings Notes” means the
$325.0 million principal amount of 13.75%/14.50% Senior Secured PIK/Toggle Notes due 2018 that were issued by Affinion Holdings on December 12, 2013 (and any exchange notes issued therefor). 

“Existing Notes” means the Existing AGI Notes, the Existing Holdings Notes and the Existing Investments Notes. 

“Existing Investments Notes” means the $362.6 million principal amount of 13.50% Senior Subordinated Notes due 2018 that
were issued by Affinion Investments on December 12, 2013 (and any exchange notes issued therefor). 
 “Fair Market
Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-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. 
 “Fixed Charge Coverage Ratio” means with respect to any
specified Person for any period, the ratio of the EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or
redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or
redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period. 

In addition, for purposes of calculating the Fixed Charge Coverage Ratio referred to above, Investments, acquisitions, dispositions, mergers,
consolidations or discontinued operations (as determined in accordance with GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations (including the Transactions) had occurred on the
first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period)
shall have made any Investment, acquisition, disposition, merger or consolidation or discontinued any operation that would have 

  
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required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition,
merger, consolidation or discontinued operation (including the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the
Issuer and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such
Indebtedness if the related hedge has a remaining term in excess of twelve months). 
 Interest on a Capital Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,
then based upon such optional rate chosen as the Issuer may designate. 
 “Fixed Charges” means, with respect to any
specified Person for any period, the sum, without duplication, of: 
 (1) the consolidated interest expense (net of interest
income) to the extent it relates to Indebtedness of such Person and its Restricted 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 (including any PIK Interest), 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 Hedging Obligations (but excluding the amortization or writeoff of deferred financing fees or expenses of any bridge or other financing fee in connection with the Transactions, the refinancing of the Credit Agreement and the offering of the
Notes); plus 
 (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such
period; plus 
 (3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus 

  
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 (4) to the extent not included in clause (1) above, the product of
(a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in
Equity Interests (other than Disqualified Stock) of the Issuer or to the Issuer or a Restricted Subsidiary of the Issuer, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a decimal, 
 in each case, on a consolidated basis and in
accordance with GAAP. 
 “Flow Through Entity” means an entity that is treated as a partnership not taxable as a
corporation, a grantor trust or a disregarded entity for U.S. federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local or foreign tax law. 

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America
or any state or territory thereof or the District of Columbia and any direct or indirect subsidiary of such Restricted Subsidiary. 

“Foreign Subsidiary Guarantor” means each Foreign Subsidiary that is a Guarantor. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, in each case which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with
its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by any Person in
accordance with the provisions of this Indenture. 
 “Guarantor” means any Person that Incurs a Guarantee; provided,
that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor. 

  
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 “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under: 
 (1) currency exchange or interest rate swap agreements, cap agreements and collar agreements; and 

(2) other agreements or arrangements designed to manage exposure or protect such Person against fluctuations in currency
exchange or interest rates. 
 “holder” or “noteholder” or “Holder” means the Person in
whose name a Note is registered on the registrar’s books. 
 “HPS Credit Agreement” means, that certain credit
agreement, dated as of the Issue Date, by and among, Affinion Holdings, the Issuer, the lenders party thereto and HPS Investment Partners, LLC, as administrative agent and collateral agent. For the avoidance of doubt, the term “HPS Credit
Agreement” shall not include any amendment, supplement, modification or waiver thereto entered into after the Issue Date that increases the aggregate outstanding principal amount of outstanding loans and revolving commitments thereunder other
than such amendments required by customary flex agreements in effect on the Issue Date and previously identified to the Specified Holders. 

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a
Subsidiary. 
 “Indebtedness” means, with respect to any Person: 

(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of
borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid
purchase price of any property, except any such balance that constitutes a current account payable, trade payable or similar obligation Incurred, (d) in respect of Capital Lease Obligations, or (e) representing any Hedging Obligations, if
and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or
otherwise, the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and 

  
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 (3) to the extent not otherwise included, Indebtedness of another Person secured
by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at
such date of determination and (b) the amount of such Indebtedness of such other Person; 
 provided, however, that notwithstanding the
foregoing, Indebtedness shall be deemed not to include (i) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money, (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) obligations to make payments in respect of money back guarantees offered to customers in the ordinary
course of business, (v) obligations to make payments to one or more insurers in respect of premiums collected by the Issuer on behalf of such insurers or in respect profit-sharing arrangements entered into with such insurers, in each case in
the ordinary course of business, or (vi) the financing of insurance premiums with the carrier of such insurance or take or pay obligations contained in supply agreements, in each case entered into in the ordinary course of business. 

Notwithstanding anything in this Indenture, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of
Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any
embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this
Indenture. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in
a Similar Business, in each case of nationally recognized standing that is, in the good faith determination of the Board of Directors of the Issuer, qualified to perform the task for which it has been engaged. 

“Initial Notes” means the Senior Cash 12.5% / PIK Step-Up to 15.5% Notes due 2022
issued by the Issuer pursuant to this Indenture on the Issue Date. 
 “Insurance Business” means one or more aspects of the
business of soliciting, administering, selling, issuing or underwriting insurance or reinsurance. 
 “Insurance Subsidiary”
means any Restricted Subsidiary that is licensed by any Applicable Insurance Regulatory Authority to conduct, and conducts, an Insurance Business. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and marketing partners and commission, travel and similar advances to officers, employees and
consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be
classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of
“Unrestricted Subsidiary” and Section 4.04 herein: 

  
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 (1) “Investments” shall include the portion (proportionate to the
Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation, less 

(b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net
assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by senior management or the Board of Directors of the Issuer. 

“Investor Purchase Agreement” means that certain Investor Purchase Agreement, dated as of March 31, 2017, by and among
Affinion Holdings, the Issuer, Affinion Investments and the investors from time to time party thereto. 
 “Issue Date”
means May 10, 2017, the date on which the Initial Notes are issued. 
 “Joint Venture” means any Person, other than an
individual or a Subsidiary of the Issuer, (i) in which the Issuer or a Restricted Subsidiary of the Issuer holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) and (ii) which is engaged in a Similar
Business. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any other agreement to give a
security interest and, any filing of or agreement to give any financing statement under the Uniform Commercial Code or equivalent statutes of any jurisdiction (other than a filing for informational purposes)); provided, that in no
event shall an operating lease be deemed to constitute a Lien. 
 “Management Group” means all of the individuals
consisting of the directors, executive officers and other management personnel of the Issuer or any direct or indirect parent company of the Issuer, as the case may be, on the Issue Date together with (1) any new directors whose election by
such boards of directors or whose nomination for election by the shareholders of the Issuer or any direct or indirect parent company of the Issuer, as the case may be, as applicable, was approved by (x) a vote of a majority of the directors of
the Issuer or any direct or indirect parent of the Issuer as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved or (y) the Permitted


  
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Holders and (2) executive officers and other management personnel of the Issuer or any direct or indirect parent company of the Issuer, as the case may be, as applicable, hired at a time
when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Issuer or any direct or indirect parent company of the Issuer, as the case may be, as applicable. 

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 

“Net Income” means, 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, less an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any Parent of such Person in respect of a period in accordance with
Section 4.04(b)(viii) herein 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” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of
any Asset Sale, including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs
relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales
commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required
to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required other than pursuant to Section 4.06(b) or (c) to be paid as a result of such transaction (including to obtain any consent therefor), any
deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition
thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and any distributions and the
payments required to be made to minority interest holders in Subsidiaries or Joint Ventures as a result of such Asset Sale. 

“Notes” means the Initial Notes and any PIK Notes or Additional Notes issued pursuant to this Indenture, in each case, in the
forms set forth in Appendix A. Unless the context requires otherwise, references to Notes for all purposes of this Indenture include any increase in the principal amount of the Notes as a result of a payment of PIK Interest. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided, that Obligations with respect
to the Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the Notes. 

  
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 “Offering Memorandum” means the Offering Memorandum and Consent Solicitation
Statement dated April 3, 2017 (including the information incorporated by reference therein), as amended or supplemented on or prior to the Issue Date. 

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or any of the Issuer’s Restricted Subsidiaries. 

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer or any of the
Issuer’s Restricted Subsidiaries, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer or any of the Issuer’s Restricted Subsidiaries, that
meets the requirements set forth in this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer. 
 “Parent” means, with respect
to any Person, any direct or indirect parent company of such Person whose only material assets consist of the common Capital Stock of such Person. For the avoidance of doubt, Affinion Holdings shall be a Parent of the Issuer on the Issue Date. 

“Pari Passu Indebtedness” means: 

(1) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment with the
Notes; and 
 (2) with respect to any Guarantor, its applicable Guarantee and any Indebtedness which ranks pari passu
in right of payment with such Guarantor’s Guarantee. 
 “Permitted Holders” means, at any time, the Management Group.
Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates,
constitute an additional Permitted Holder. 
 “Permitted Investment” means: 

(1) any Investment in the Issuer or any Subsidiary Guarantor; 

(2) any Investment in Cash Equivalents; 

(3) any Investment by the Issuer or any Subsidiary Guarantor of the Issuer in a Person if as a result of such Investment
(a) such Person becomes a Subsidiary Guarantor of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all
of its assets to, or is liquidated into, the Issuer or a Subsidiary Guarantor of the Issuer; 

  
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 (4) any Investment in securities or other assets not constituting Cash
Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 herein or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on the Issue Date and any Investments made pursuant to binding commitments in effect on the Issue
Date; 
 (6) advances in the ordinary course of business to employees not in excess of $15 million and outstanding at
any one time in the aggregate; provided that advances that are forgiven shall continue to be deemed outstanding; provided, that no more than $2 million may be advanced to any one employee and outstanding at any one time; 

(7) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment
or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a
result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(8) Hedging Obligations permitted under Section 4.03(b)(x) hereof; 

(9) additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken
together with all other Investments made pursuant to this clause (9) since the Issue Date that are at that time outstanding (without giving effect to the sale of Investments made pursuant to this clause (9) to the extent the proceeds of
such sale received by the Issuer and its Restricted Subsidiaries do not consist of Cash Equivalents), not to exceed $20.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to
subsequent changes in value); 
 (10) loans and advances to officers, directors and employees for business-related travel
expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business; 

(11) Investments the payment for which consists of Equity Interests of the Issuer or any Parent of the Issuer (other than
Disqualified Stock); provided, however, that such Equity Interests shall not increase the amount available for Restricted Payments under the calculation set forth in Section 4.04 (a)(3) hereof until such time as the Investment in
such Equity Interests is no longer outstanding; 
 (12) Investments consisting of the licensing or contribution of
intellectual property pursuant to joint marketing arrangements with other Persons; 
 (13) 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 of business; 

  
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 (14) Investments of a Restricted Subsidiary of the Issuer acquired after the
Issue Date or of an entity merged into, amalgamated with, or consolidated with a Restricted Subsidiary of the Issuer in a transaction that is not prohibited by the covenant described under Article 5 hereof after the Issue Date to the extent
that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(15) any Investment in the Notes; 

(16) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions
of Section 4.07(b) (except for transactions described in Section 4.07(b)(ii), (v) (vi), (vii), (viii), (x) and (xv)); 

(17) any Investment in a Restricted Subsidiary that is not a Subsidiary Guarantor in the form of intercompany loans made by the
Issuer or any of its Restricted Subsidiaries with the proceeds of royalty payments paid from Webloyalty International Sarl to the Issuer or any of the Subsidiary Guarantors organized in the United States during the fiscal year in which such
intercompany loans are made and in an aggregate amount not to exceed $10.0 million in any fiscal year of the Issuer; 

(18) any Investment in a Restricted Subsidiary that is not a Subsidiary Guarantor made by any other Restricted Subsidiary that
is not a Subsidiary Guarantor; 
 (19) any Investment in the Issuer or any Restricted Subsidiary of the Issuer consisting of
intercompany current liabilities incurred in the ordinary course of business, consistent with past practice and in good faith in connection with reasonable and customary cash management operations of the Issuer and/or its Restricted Subsidiaries to
provide working capital to Restricted Subsidiaries for ongoing operations; and 
 (20) any Investments made by the Issuer or
any Restricted Subsidiary in the Specified Acquisition, which Investments in such Specified Acquisition made pursuant to this clause (20) have an aggregate Fair Market Value not to exceed $30.0 million (with the Fair Market Value of each
Investment being measured at the time made and without giving effect to subsequent changes in value) in the aggregate. 
 “Permitted
Liens” means, with respect to any Person: 
 (1) pledges or deposits by such Person under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations, including those to secure health, safety, insurance and environmental obligations, of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or
deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; 

  
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 (2) Liens imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review; 
 (3) Liens for taxes, assessments or other governmental charges not yet due
or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings; 

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or
letters of credit issued at the request of and for the account of such Person in the ordinary course of its business; 
 (5)
minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in
connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(6) Liens securing Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(i) or (iv) herein;
provided, that that in the case of Section 4.03(b)(iv), such Liens do not extend to any property or assets that are not property being purchased, leased, constructed or improved with the proceeds of such Indebtedness being Incurred; 

(7) Liens existing on the Issue Date ; 

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,
however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other
property owned by the Issuer or any Restricted Subsidiary of the Issuer; 
 (9) Liens on assets or property at the time the
Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided,
however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets or property owned by the
Issuer or any Restricted Subsidiary of the Issuer; 
 (10) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to the Issuer or another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with Section 4.03 herein; 

  
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 (11) Liens securing Hedging Obligations permitted to be Incurred
Section 4.03(b)(x) herein; 
 (12) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(13) leases and subleases of real property granted to others in the ordinary course of business that do not (i) materially
interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries or (ii) secure any Indebtedness; 

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the
Issuer and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the Issuer or any
Guarantor; 
 (16) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business
to the Issuer’s customer at the site at which such equipment is located; 
 (17) Liens securing insurance premiums
financing arrangements, provided that such Liens are limited to the applicable unearned insurance premiums; 
 (18)
Liens on the Equity Interests of Unrestricted Subsidiaries; 
 (19) grants of software and other licenses in the ordinary
course of business; 
 (20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive
refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8) and (9); provided, however, that (x) such new Lien
shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of
(A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount
necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 

(21) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated
rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

(22) Liens securing obligations Incurred in the ordinary course of business that do not exceed $15 million at any one time
outstanding; 

  
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 (23) Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods entered into in the ordinary course of business; 
 (24) Liens incurred to secure
cash management services in the ordinary course of business; 
 (25) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection with importation of goods; 
 (26) deposits made
in the ordinary course of business to secure liability to insurance carriers; and 
 (27) Liens on cash collateral securing
Indebtedness permitted to be Incurred under Section 4.03(b)(xvii); so long as such cash collateral does not exceed 105% of the Indebtedness permitted to be Incurred under such clause (xvii). 

“Person” means any individual, corporation, partnership, limited liability company, Joint Venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“PIK Interest” means interest on the Notes payable by increasing the principal amount of the Notes or by issuing PIK Notes.

 “PIK Notes” means additional Notes issued under this Indenture on the same terms and conditions as the Notes issued on
the Issue Date in connection with PIK Interest. For the avoidance of doubt, the term “PIK Notes” shall not include any increases to the principal amount of the outstanding Global Notes as a result of a payment of PIK Interest. 

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution
or winding up. 
 “Presumed Tax Rate” means the highest effective marginal statutory combined U.S. federal, state and local
income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code
applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other
ordinary income) of the applicable income). 
 “Pro Forma Basis” means, solely for purposes of the calculation made in
connection with determining whether interest payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, 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 

  
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otherwise permitted under the covenants in Section 4.04 or 4.06 that require a waiver or consent of the holders of a majority in principal amount of the Notes then outstanding and such
waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any designation of any Unrestricted Subsidiary as a Restricted Subsidiary, and
any restructurings of the business of Affinion Holdings, the Issuer or any of the Restricted Subsidiaries that Affinion Holdings, the Issuer or any of its Restricted 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 Issuer determines are reasonable as
set forth in a certificate of an Officer of the Issuer (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
thereafter and through and including the date upon which the applicable transaction giving rise to the need to calculate EBITDA is consummated) and (ii) (A) for any designation of an Unrestricted Subsidiary as a Restricted Subsidiary, effect
shall be given to such designation and all other such designations of Unrestricted Subsidiaries as Restricted 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 Restricted Subsidiary, collectively, and (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Restricted 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 Restricted 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 an
Officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer, 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 the greater of $10,000,000 and 5% of EBITDA for the relevant Test Period prior to giving effect to such adjustment. The Issuer shall deliver to the Trustee an Officers’ Certificate setting forth such
demonstrable or additional operating expense reductions and other operating improvements or synergies and information and calculations supporting them in reasonable detail. 

“Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted
Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer. 

“S&P” means S&P Global Ratings or any successor to the rating agency business thereof. 

  
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 “Sale/Leaseback Transaction” means an arrangement relating to property now owned
or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the
Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer. 
 “SEC” means the
Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness secured by a Lien. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Senior Credit Documents” means the collective reference to any Credit Agreement, any notes issued pursuant
thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented or otherwise modified from time to time. 

“Senior Secured Debt” at any date means the aggregate principal amount of Consolidated Debt of the Issuer and its Restricted
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 Issuer and its Restricted 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 under the Credit Agreement, or the Liens securing
the same, respectively. 
 “Senior Secured Leverage Ratio” means, 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. 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Issuer
within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC or any successor provision. 

“Similar Business” means any business or activity of the Issuer or any of its Subsidiaries currently conducted or proposed as
of the Issue 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” means the single acquisition of equity interests or assets of a technology services provider that has
previously provided services to the Issuer and/or its Subsidiaries, that was specifically identified to and approved by the Specified Holders, prior to the Issue Date. 

“Specified Holders” means Elliott Management Corporation, Franklin Mutual Advisers, LLC and any of their respective
Affiliates. 

  
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 “Stated Maturity” means, with respect to any security, the date specified in
such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms
subordinated in right of payment to the Notes and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee. 

“Subsidiary” means, with respect to any Person (1) any corporation, association or other business entity (other than a
partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, (2) any partnership, joint venture or limited
liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Wholly Owned Restricted
Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP. 

“Subsidiary Guarantor” means each Subsidiary of the Issuer that is a Guarantor. 

“Swap Agreement” means 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 Affinion
Holdings, the Issuer or any of its Restricted Subsidiaries shall be a Swap Agreement. 
 “Test Period” means, on any date
of determination, (i) the period of four consecutive fiscal quarters of the Issuer then most recently ended for which financial statements have been filed with the SEC or furnished to Trustee pursuant to Section 4.02 (taken as one
accounting period) and (ii) solely for purposes of the calculation made in connection with determining whether interest payments on the Notes shall be made with Cash Interest, PIK Interest or Combined Interest, the period of four consecutive
fiscal quarters of the Issuer ended as of the last day of the most recently completed fiscal quarter for which internal financial statements are available. 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as
in effect on the date of this Indenture. 

  
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 “Total Assets” means, with respect to any Person, the total consolidated assets
of such Person and its Restricted Subsidiaries, as shown on the most recent balance sheet. 
 “Transactions” means
collectively, the Exchange Offers, the Credit Agreement Refinancing (as defined in the Offering Memorandum), the Pre-Emptive Rights Offer (as defined in the Offering Memorandum) and the other related
transactions that are described in, or contemplated by, the Investor Purchase Agreement and the Offering Memorandum. 
 “Transaction
Documents” means this Indenture, the Investor Purchase Agreement, the Credit Agreement and, in each case, any other document entered into in connection with the Transactions, in each case as amended, supplemented or modified from time to
time 
 “Treasury Rate” means, with respect to any redemption or repurchase, for any date, the yield to maturity at the
time of computation 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 the
applicable redemption date or repurchase date, as the case may be, (or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from such redemption date or repurchase
date to May 10, 2020; provided, however, with respect to any redemption or repurchase, that if the period from such redemption date or repurchase date, as the case may be, is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given except that if the period from such redemption date or repurchase date, as the case may be, to May 10, 2020 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 be used. 
 “Trust Officer” means any
officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject, and who shall
have direct responsibility for the administration of this Indenture. 
 “Trustee” means the respective party named as such
in this Indenture until a successor replaces it and, thereafter, means the successor. 
 “Uniform Commercial Code” means
the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board
of Directors of such Person in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

  
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 The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any
newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any
other Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated); provided, however, that (i) the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do
not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries (other than Equity Interests of Unrestricted Subsidiaries) and (ii) such designation would
be permitted under Section 4.04. Notwithstanding the foregoing, the aggregate amount of Total Assets of all Unrestricted Subsidiaries as of the last day of the most recent fiscal quarter for which internal consolidated financial statements of
the Issuer are available shall not exceed either (x) 2.00% of the Total Assets of the Issuer or (y) 1.00% of EBITDA, in each case, as of such date. 

The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however,
that immediately after giving effect to such designation: 
 (x) (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Ratio test under Section 4.03(a) herein or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries
immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 
 (y) no Event of Default
shall have occurred and be continuing. 
 Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Government Obligations” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government
Obligations held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law), such custodian is not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt. 

  
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 “Voting Stock” of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life to
Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of
determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum
of all such payments. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted
Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital
Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such
Person and one or more Wholly Owned Subsidiaries of such Person. 
 SECTION 1.02. Other Definitions. 

 

			
	 Term
	  	 Defined in

Section

	 “Affiliate Transaction”
	  	 4.07

	 “Agent Members”
	  	 Appendix A

	 “Applicable Procedures”
	  	 Appendix A

	 “Asset Sale Offer”
	  	 4.06(c)

	 “Asset Sale Offer Period”
	  	 4.06(f)

	 “Asset Sale Redemption”
	  	 4.06(b)

	 “Authentication Order”
	  	 2.03(a)

	 “Bankruptcy Law”
	  	 6.01

	 “bankruptcy provisions”
	  	 6.01(h)

	 “Base Currency”
	  	 13.16

	 “Change of Control Offer”
	  	 4.08(c)

	 “Change of Control Redemption”
	  	 4.08(a)

	 “covenant defeasance option”
	  	 8.01(b)

	 “cross-acceleration provision”
	  	 6.01(f)

	 “Custodian”
	  	 6.01

	 “Definitive Note”
	  	 Appendix A

	 “Depository”
	  	 Appendix A

	 “Distribution Compliance Period”
	  	 Appendix A

	 “Eligible Holders”
	  	 Appendix A

	 “Equity Offering Excess Proceeds”
	  	 4.15(c)



  
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	 “Event of Default”
	  	 6.01

	 “Excess Proceeds”
	  	 4.06(d)

	 “Global Notes”
	  	 2.1(a)

	 “Guaranteed Obligations”
	  	 10.01(a)

	 “IAI”
	  	 Appendix A

	 “IAI Global Note”
	  	 Appendix A

	 “Judgment Currency”
	  	 13.16(b)

	 “judgment default provision”
	  	 6.01(i)

	 “legal defeasance option”
	  	 8.01(b)

	 “Notes Custodian”
	  	 Appendix A

	 “Paying Agent”
	  	 2.04(a)

	 “Proceeding”
	  	 13.18(a)

	 “protected purchaser”
	  	 2.08(a)

	 “QIB”
	  	 Appendix A

	 “Rate(s) of Exchange”
	  	 12.16(b)

	 “Refinancing Indebtedness”
	  	 4.03(b)

	 “Refunding Capital Stock”
	  	 4.04(b)

	 “Register”
	  	 2.04(a)

	 “Registrar”
	  	 2.04(a)

	 “Regulation S”
	  	 Appendix A

	 “Regulation S Global Note”
	  	 Appendix A

	 “Restricted Payments”
	  	 4.04(a)

	 “Retired Capital Stock”
	  	 4.04(b)

	 “Rule 144”
	  	 Appendix A

	 “Rule 144A”
	  	 Appendix A

	 “Rule 144A Global Note”
	  	 Appendix A

	 “Specified Equity Event Offer”
	  	 4.15(c)

	 “Specified Equity Event Offer Period”
	  	 4.15(e)

	 “Specified Equity Event Redemption”
	  	 4.15(a)

	 “Specified Merger/Transfer Transaction”
	  	 5.01(a)

	 “Successor Issuer”
	  	 5.01(a)

	 “Successor Guarantor”
	  	 5.01(b)

	 “Transfer Restricted Notes”
	  	 Appendix A


 SECTION 1.03. No Incorporation by Reference of Trust Indenture Act. Unless specifically referenced
herein to certain limited provisions, the TIA is not incorporated by reference into this Indenture. 
 SECTION 1.04. Rules of
Construction. Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

  
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 (d) “including” means including without limitation; 

(e) words in the singular include the plural and words in the plural include the singular; 

(f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its
nature as unsecured Indebtedness; 
 (g) the principal amount of any non-interest
bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(h) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; and 

(i) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or
with respect to any Notes, such mention shall be deemed to include mention of the payment of additional interest, to the extent that, in such context, additional interest is, was, or would be payable in respect thereof. 

ARTICLE 2 
 THE NOTES

 SECTION 2.01. Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under
this Indenture on the Issue Date is $532,616,637. Subject to Section 4.03, the Issuer may issue Additional Notes from time to time after the Issue Date without notice or the consent of Holders. The Initial Notes (including any increase in the
principal amount of the Notes as a result of a payment of PIK Interest) and any Additional Notes or PIK Notes subsequently issued under this Indenture will be treated as a single class for all purposes hereunder, including, without limitation,
waivers, amendments, redemptions and offers to purchase. 
 SECTION 2.02. Form and Dating. Provisions relating to the Notes are
set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and (ii) any Additional Notes or PIK Notes issued other than
as Transfer Restricted Notes and the Trustee’s certificate of authentication shall each be substantially in the form set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer).
Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and only in minimum denominations of $1.00 and any integral multiples of $1.00. 

  
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 SECTION 2.03. Execution and Authentication. (a) The Trustee shall authenticate
and make available for delivery upon a written order of the Issuer (an “Authentication Order”) signed by one Officer (i) Initial Notes for original issue on the date hereof in an aggregate principal amount of $532,616,637 and
(ii) subject to the terms of this Indenture, Additional Notes and any PIK Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be
authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or PIK Notes. In connection with the authentication of Additional Notes, the Trustee shall also
receive an Opinion of Counsel, which shall state: 
 (i) that the form and terms of the applicable Notes have been
established in accordance with this Indenture; and 
 (ii) that such Notes, when authenticated and delivered by the Trustee
and issued by the Issuer, will constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the
enforcement of creditors’ rights and to general equity principles. 
 Notwithstanding anything to the contrary in this Indenture or
Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1.00 and integral multiples of $1.00. 

(b) One duly authorized Officer shall sign the Notes for the Issuer by manual signature, facsimile signature or electronic (including
“.pdf”) signature. 
 (c) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless. 
 (d) A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

(e) The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such
appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 

SECTION 2.04. Registrar and Paying Agent. (a) The Issuer shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (the “Registrar”), and where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The
Issuer may have one or more co-registrars , except that the Issuer will designate one Registrar, solely for purposes of maintaining a definitive register to act as its agent, and such Registrar’s register


  
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(which shall include the names, addresses of and the amounts of stated interests payable to each holder of a Note (the “Register”)) shall be conclusive absent manifest error and
binding on the Issuer, the Guarantors, any Payor and the Trustee for all purposes of this Indenture, and one or more additional paying agents. The term “Registrar” includes any co-registrars. The
Issuer initially appoints the Trustee as (i) Registrar and Paying Agent with respect to the Notes and (ii) the Custodian with respect to the Global Notes. 

(b) The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer or any of the Issuer’s domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 

(c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar
or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The
Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance
with Section 7.07. 
 SECTION 2.05. Paying Agent to Hold Money and PIK Notes in Trust. By no later than 11:00 a.m., New
York City time, on the date on which any principal of or interest on any Note is due, the Issuer shall deposit with each Paying Agent (or if the Issuer or a domestically organized Wholly Owned Subsidiary of the Issuer is acting as Paying Agent,
segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay any cash portion of such principal and interest, and increase the principal amount of the Notes to pay any PIK Interest pursuant to a written
direction delivered to the Trustee specifying the increase in the Global Note or issue PIK Notes to pay any PIK Interest pursuant to an Authentication Order with respect to the PIK Note amount to be issued on the applicable interest payment date,
when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by a Paying Agent for the payment of
principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a domestically organized Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such
Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall
serve as Paying Agent for the Notes. 

  
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 SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business
Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. 

SECTION 2.07. Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the
surrender of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor
are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.
To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in
the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the redemption date of the Notes. 

(b) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the
Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. 

(c) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such
Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 (d) All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 

(e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

(f) Neither the Trustee nor any agent hereunder shall be responsible for any actions taken or not taken by DTC. 

  
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 SECTION 2.08. Replacement Notes. (a) If a mutilated Note is surrendered to the
Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or
wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond
sufficient in the judgment of (x) the Trustee to protect the Trustee and (y) the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and
the Trustee may charge the Holder for their expenses in replacing a Note (including attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. 
 (b) Every
replacement Note is an additional obligation of the Issuer and the Guarantors. 
 (c) The provisions of this Section 2.08 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 

SECTION 2.09. Outstanding Notes. (a) Notes outstanding at any time are all Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those redeemed pursuant to Article 3 and those described in this Section 2.09 as not outstanding. Subject to Section 13.06, a Note does not cease to be outstanding because
the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note. 
 (b) If a Note is replaced pursuant to
Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note
ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08. 
 (c) If a Paying Agent
segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or
maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

  
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 SECTION 2.10. Temporary Notes. In the event that Definitive Notes are to be issued
under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate temporary Notes. Temporary Notes shall be substantially in the
form of Definitive Notes but may have variations that the Issuer consider appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate Definitive
Notes and make them available for delivery in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuer, without charge to the Holder. Until such exchange, temporary Notes shall be entitled to the same
rights, benefits and privileges as Definitive Notes. 
 SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to
the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment or cancellation and shall dispose of canceled Notes in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for
cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture. 

SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted
interest then borne by the Notes, as the case may be (plus interest on such defaulted interest to the extent lawful), in any lawful manner. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date.
The Issuer shall fix or cause to be fixed any such special record date and payment date and shall promptly mail or electronically transmit or cause to be mailed or electronically transmitted to each affected Holder, with a copy to the Trustee, a
notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
 SECTION 2.13. CUSIP
Numbers, ISINs, etc. The Issuer in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in
notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption,
that reliance may be placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee in writing of any change
in the CUSIP numbers, ISINs and “Common Code” numbers. 
 SECTION 2.14. Calculation of Principal Amount of Notes. The
aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding (including any outstanding PIK Notes and any increased principal amounts as a result of any payment of PIK Interest) at
such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes then outstanding, such percentage shall be calculated, on
the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate 

  
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principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06
of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate. 

SECTION 2.15. Issuance of PIK Notes; Notice of PIK Interest. (a) For any interest payment period ending on or prior to the
date that is the 18-month anniversary of the Issue Date, the Issuer may, at its option, elect to pay scheduled payments of interest on the Notes (1) entirely in cash (“Cash Interest”) or
(2) entirely by increasing the principal amount of the outstanding Notes or by issuing PIK Notes (“PIK Interest”). The initial interest payment shall be payable entirely in PIK Interest, and all successive interest payments
shall be made as set forth in this Indenture and Paragraph 1 of the form of Notes set forth in Appendix A. For any interest payment period ending after the date that is the 18 month anniversary of the Issue Date, (i) if immediately after giving
effect to such interest payment, on a pro forma basis after giving effect to such payment, the Issuer’s Senior Secured Leverage Ratio would be less than or equal to 4.375 to 1.000, the Issuer’s Consolidated Fixed Charge Coverage Ratio
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 the Issuer immediately preceding the scheduled interest payment date for which internal financial statements are
available, and the Issuer’s Average Liquidity less the amount of the anticipated cash interest payment is equal to or greater than $80,000,000 as of the record date for such interest payment, then the Issuer shall be required to pay interest on
the Notes for such interest period entirely in Cash Interest, (ii) if immediately after giving effect to such interest payment, on a pro forma basis after giving effect to such payment, the Issuer’s Senior Secured Leverage Ratio would be
less than or equal to 4.375 to 1.000, the Issuer’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 the Issuer immediately preceding the scheduled interest payment date for which internal financial statements are available, and the Issuer’s Average Liquidity less the amount of the anticipated cash interest payment is equal to or
greater than $80,000,000 as of the record date for such interest payment, then the Issuer shall be required to pay interest on the Notes for such interest period as a combination of Cash Interest and PIK Interest (“Combined
Interest”) and (iii) if immediately after giving effect to such interest payment, on a pro forma basis, the Issuer’s Senior Secured Leverage Ratio would be greater than 4.375 to 1.000, the Issuer’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 the Issuer immediately preceding the scheduled interest payment date for which internal financial statements are
available, or the Issuer’s Average Liquidity less the amount of the anticipated cash interest payment is less than $80,000,000 as of the record date for such interest payment, then the Issuer may elect to pay interest on the Notes for such
interest period as PIK Interest; provided that, for the avoidance of doubt, if the aforementioned ratios are satisfied and require the Issuer to either pay Cash Interest or Combined Interest for any interest period, as applicable, any
restriction in the Credit Agreement on the payment of such interest shall not relieve the Issuer of such obligation to pay Cash Interest or Combined Interest, as applicable, for such interest period and the Issuer 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 Credit Agreement (including, without limitation, any required repayment of outstanding borrowings under the
revolving facility under the Credit Agreement). 

  
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 (b) The Issuer must indicate by written notice in the form of an Officers’ Certificate
delivered to the Trustee (along with any other documentation the Trustee or any depositary may reasonably require) the form of interest payment with respect to each interest period and the related payment calculations on or before the record date
for such interest payment date; provided that interest for the first interest period commencing on the Issue Date shall be payable entirely in PIK Interest. The Trustee shall promptly deliver a copy of such written notice to the holders of the
Notes. In the absence of such a notice for any interest period (other than the first interest period commencing on the Issue Date), from any interest period ending on or prior to the date that is the
18th month anniversary of the Issue Date, interest on the Notes shall be payable according to the method of payment for the immediately preceding interest period. For any interest period ending
after the date that is the 18-month anniversary of the Issue Date, the Issuer must indicate by written notice in the form of an Officers’ Certificate delivered to the Trustee (along with any other
documentation the Trustee or any depositary may reasonably require) the form of interest payment with respect to each interest period and the related payment calculations on or before the record date for such interest payment date. In the event that
such Officer’s Certificate is not delivered by the applicable record date, the Trustee will facilitate payment of the interest on a best-efforts basis, and shall incur no liability in the event of a delayed payment. Notwithstanding anything to
the contrary, the payment of accrued interest in connection with the payment of principal, including at maturity, upon acceleration or any redemption of Notes as described in Paragraph 5 of the form of Notes set forth in Appendix A or
repurchase of the Notes as described in Section 4.06 and Section 4.08 shall be made solely in cash and the rate per annum applicable thereto shall be deemed to be 12.50% per annum regardless of any prior election for interest to accrue
thereon as PIK Interest or Combined Interest or the effect of the proviso in Section 2.15(a). 
 (c) PIK Interest will be payable
(x) with respect to Notes represented by one or more global notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of the outstanding global Note by an amount equal to the
amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar) as provided in the Officer’s Certificate in clause (a) above and (y) with respect to Notes represented by certificated notes, by
issuing PIK Notes in certificated form to the holders of the underlying Notes in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will,
upon receipt of an Authentication Order, authenticate and deliver such PIK Notes in certificated form for original issuance to the holders thereof on the relevant record date, as shown by the records of the register of such holders. Following an
increase in the principal amount of the outstanding global Notes as a result of a PIK Payment, the global 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. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the same maturity date as the Notes
issued on the Issue Date and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued
with the description “PIK” on the face of such PIK Note. 

  
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 ARTICLE 3 

REDEMPTION 

SECTION 3.01. Redemption. The Notes may be redeemed, in whole, or from time to time in part, subject to the conditions and at the
redemption prices set forth in Paragraph 5 of the form of Notes set forth in Appendix A, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the redemption date. 

SECTION 3.02. Applicability of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required
by the Notes or any provision of this Indenture, shall be made in accordance with the Notes, such provision and this Article. 

SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Paragraph 5 of the applicable Note, they shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least 40 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the
applicable Note, unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the Issuer to the effect that conditions precedent contained herein to the delivery
of the notice of redemption have been complied with, and such redemption will comply with the conditions herein. If fewer than all the Notes are to be redeemed, the record date relating to such redemption may be selected by the Issuer and given to
the Trustee, which record date shall be not fewer than five days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed or electronically transmitted to any Holder and
shall thereby be void and of no effect. 
 SECTION 3.04. Selection of Notes to Be Redeemed or Repurchased. In the case of
any partial redemptions or repurchases pursuant to Article 3 or Article 4 of this Indenture and/or Paragraphs 5 or 7 of the form of Notes set forth in Appendix A, selection of the Notes for redemption or repurchase shall be made by the Trustee
(or applicable tender agent or the Issuer in the case of repurchase offers) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or if the Notes are not so listed, on a pro
rata basis, by lot or by such other method as the Trustee (or tender agent or the Issuer as applicable) shall deem fair and appropriate (and in such manner as complies with applicable procedures of the Depository); provided, that no Notes of
$1.00 or less shall be redeemed or repurchased in part. If any Note is to be redeemed or repurchased in part only, the notice of redemption or repurchase relating to such Note shall state the portion of the principal amount thereof to be redeemed or
repurchased by CUSIP. In the case of any Notes issued in certificated form, a new Note in principal amount equal to the portion thereof that is not so redeemed or repurchased shall be issued in the name of the Holder thereof upon cancellation of the
original Note and in the case of any Notes issued in global form, such Global Note shall have the balance reduced to correspond with such cancellation and purchase. On and after the redemption or repurchase date, interest shall cease to accrue on
Notes or portions thereof called for redemption or tendered and not withdrawn for repurchase so long as the Issuer has deposited with the paying agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be
redeemed or tendered. 

  
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 SECTION 3.05. Notice of Optional Redemption. (a) At least 30 days but not more
than 60 days before a redemption date (provided that notice may be given more than 60 days before a redemption date in connection with the discharge or a defeasance under this Indenture), the Issuer shall mail or electronically transmit or cause to
be mailed by first-class mail or electronically transmitted a notice of redemption to each Holder whose Notes are to be redeemed. 

Any such notice shall identify the Notes to be redeemed and shall state: 

(i) the redemption date; 

(ii) the redemption price and the amount of accrued interest to the redemption date; 

(iii) the name and address of a Paying Agent; 

(iv) that Notes called for redemption must be surrendered to a Paying Agent to collect the redemption price, plus accrued
interest; 
 (v) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of
the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption by CUSIP; 

(vi) that, unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for
redemption ceases to accrue on and after the redemption date; 
 (vii) the CUSIP number, ISIN or “Common Code”
number, if any, printed on the Notes being redeemed; 
 (viii) that no representation is made as to the correctness or
accuracy of the CUSIP number or ISIN or “Common Code” number, if any, listed in such notice or printed on the Notes; and 

(ix) the applicable provision in this Indenture or the Notes pursuant to which the Issuer is redeeming such Notes. 

In addition, if such redemption shall occur with the net cash proceeds of an Equity Offering, or in connection with a Change of Control
Redemption pursuant to Article 3 of this Indenture and Paragraph 5 of the form of Notes set forth in Appendix A and such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each
such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be
rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. 

  
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 (b) At the Issuer’s request, the Trustee shall give the notice of redemption in the
Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.05 no later than 45 days before the Redemption Date (unless a shorter notice shall be
agreed to by the Trustee). 
 SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is mailed or
electronically transmitted in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except, if applicable, as provided in the last paragraph of
Section 3.05(a) and Paragraph 5 of the Notes. Upon surrender to any Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to, but not including, the redemption date; provided, however, that if the
redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. Failure to give notice or any defect in
the notice to any Holder shall not affect the validity of the notice to any other Holder. 
 SECTION 3.07. Deposit of Redemption
Price. With respect to any Notes, prior to 11:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a domestically organized Wholly Owned Subsidiary of the Issuer is a Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest (including accrued and unpaid PIK Interest which for the avoidance of doubt shall be paid in cash) on all Notes or portions thereof to be
redeemed on that date (including any PIK Notes or any increased principal amount of Notes sufficient to pay PIK Interest other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for
cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and
unpaid interest on, the Notes to be redeemed. 
 SECTION 3.08. Notes Redeemed in Part. Upon surrender of a Definitive Note that
is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a residual balance Note equal in principal amount to the unredeemed portion of the Note upon cancellation of the original
Definitive Note. 
 ARTICLE 4 

COVENANTS 

SECTION 4.01. Payment of Notes. (a) The Issuer shall pay, by no later than 11:00 a.m., New York City time, the principal of
(and premium, if any) and cash interest and increase the principal amount of the Notes or issue PIK Notes to pay the PIK Interest, on the Notes on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal
of or Cash Interest on or any PIK Notes or any increased principal amount of Notes 

  
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sufficient to pay all PIK Interest on the Notes shall be considered paid on the date it is due if on such date (i) the Trustee or any Paying Agent (other than the Issuer or any of its
Affiliates), in the case of cash payments, holds in accordance with this Indenture money sufficient to pay all principal and interest then due and (ii) the Trustee has received delivery of an Authentication Order on or prior to the date the
payment is due of any PIK Notes to be authenticated and delivered or written direction as provided in Section 2.15(b) for any increased principal amount of the applicable Global Notes sufficient to pay all PIK Interest then due. 

(b) The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes and shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent lawful. 
 SECTION 4.02. Reports and Other
Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and
quarterly reporting pursuant to rules and regulations promulgated by the SEC, for periods ending after the Issue Date, the Issuer shall file with the SEC (or attempt to file with the SEC if the SEC will not accept such a filing), and provide the
Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files (or attempts to file) them with the SEC, 

(i) within the time periods specified by the Exchange Act for non-accelerated filers,
an annual report on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); 

(ii) within the time periods specified by the Exchange Act for non-accelerated filers,
a quarterly report on Form 10-Q (or any successor or comparable form); and 
 (iii)
all current reports that would be required to be filed with the SEC on Form 8-K. 
 In addition, the
Issuer shall make such information available to prospective investors upon request. 
 Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers’ Certificates). The Trustee shall have no liability or responsibility for the filing,
timeliness or content of any such report or information. 
 (b) For so long as the Notes remain outstanding during any period when the
Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. 

  
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 (c) So long as Affinion Holdings is a Guarantor (or any other Parent of the Issuer becomes a
Guarantor) and holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent corporation of the Issuer (and performs the related incidental activities associated with such
ownership), the reports, information and other documents required to be filed and furnished to Holders and the Trustee pursuant to this Section 4.02 may, at the option of the Issuer, be filed by and be those of Affinion Holdings or such other
Parent rather than the Issuer. 
 (d) Notwithstanding the foregoing, the reports, information and other documents that are filed or
furnished to holders of the Notes and the Trustee pursuant to this Section 4.02 by the Issuer or Affinion Holdings (or any other Parent of the Issuer that becomes a Guarantor) will not be required to contain (x) separate financial
statements of any Subsidiary Guarantor required by Rule 3-10(a)(1) of Regulation S-X promulgated under the Securities Act at any time, (y) separate financial
statements of any Subsidiary of the Issuer required by Rule 3-16 of Regulation S-X promulgated under the Securities Act at any time or (z) financial information
required by Rule 3-10 of Regulation S-X promulgated under the Securities Act at any time when the conditions for excluding separate financial statements set forth in
paragraphs (b), (c), (d), (e), (f) or (g) are not met. 
 (e) Notwithstanding the foregoing, the Issuer shall be deemed to have
furnished such reports, information and other documents referred to above to the Trustee and the holders if it has filed such reports, information or other documents with the SEC via the EDGAR filing system and such reports are publicly available.

 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (1)
the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (2) the Issuer shall not permit
any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any
Subsidiary Guarantor of the Issuer may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period. 
 (b) The limitations set forth in Section 4.03(a) shall not apply to: 

(i) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under any Credit Agreement and the issuance and
creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of
$1.479 billion; provided that such amount shall be reduced to an 

  
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amount equal to the aggregate principal amount of such Indebtedness under the HPS Credit Agreement plus total unused commitments outstanding under the HPS Credit Agreement on the 91st calendar
day following the Issue Date and shall be further reduced by the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness and all commitment reductions with respect to any revolving credit commitments, in
each case, under any such Credit Agreement that have been made since the Issue Date; 
 (ii) the Incurrence by the Issuer and
the Guarantors of Indebtedness represented by (A) the Notes issued on the Issue Date, (B) the Notes to be issued on or after the Issue Date pursuant to the terms of the Investor Purchase Agreement, (C) any PIK Notes issued from time
to time as payment of PIK Interest on the Notes issued pursuant to clauses (A) and (B) (but excluding any Additional Notes issued other than pursuant to clause (B)) and (D) any increase in the principal amount of Notes as a result of a PIK
Payment (but excluding any Additional Notes issued other than pursuant to clause (B)) and, in each case, the Guarantees in respect thereof; 

(iii) Indebtedness of the Issuer and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness described
in Section 4.03(b)(i) and (ii)) after giving effect to the use of proceeds of the offering of the Notes, including, without limitation, Indebtedness under the Existing Investments Notes, the Existing AGI Notes and the AGI Subordinated Notes;

 (iv) (1) Indebtedness (including Capital Lease Obligations) Incurred by the Issuer or any of its Restricted
Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) the purchase, lease,
construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)) and (2) Acquired Indebtedness;
provided, however, that the aggregate principal amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (iv), when aggregated with the principal amount of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding that was Incurred (or deemed Incurred as provided under clause (xiv) below) pursuant to this clause (iv), does not exceed $45.0 million in the aggregate; 

(v) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with
respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former
employees or their families or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; 

  
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 (vi) Indebtedness arising from agreements of the Issuer or a Restricted
Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or the disposition of any business, assets or a Subsidiary of the Issuer in accordance with the
terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

(vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided, that any such Indebtedness is subordinated in
right of payment to the obligations of the Issuer under the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary;
provided, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock; 

(ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a
Guarantor incurs such Indebtedness, and such Indebtedness is owed to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided further that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except
(x) to the Issuer or another Restricted Subsidiary or (y) a pledge of Indebtedness referred to in this clause (ix) shall be deemed to be held by the pledgor and shall not be deemed a transfer until the pledgee commences actions to
foreclose on such Indebtedness) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (x) Hedging
Obligations that are Incurred not for speculative purposes and either (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding or
(2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; 
 (xi)
obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary, in each
case, reasonably required in the conduct of the business (giving effect to any growth or expansion of such business), including those to secure health, safety, insurance and environmental obligations of the Issuer and its Restricted Subsidiaries as
conducted in accordance with good and prudent business industry practice; 

  
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 (xii) Indebtedness or Disqualified Stock of the Issuer or any Restricted
Subsidiary of the Issuer and Preferred Stock of any Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other
Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed $30.0 million at any one time outstanding; 

(xiii) any guarantee by the Issuer or any of its Restricted Subsidiaries of Indebtedness or other obligations of the Issuer or
any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other Obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided, that if such Indebtedness is by its
express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Notes
or such Guarantor’s Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable; 

(xiv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred
Stock of a Restricted Subsidiary of the Issuer which serves to refund, refinance or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under Section 4.03(a) and clauses (ii), (iii), (iv) and (xiv) of this
Section 4.03(b), including any Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective
maturity; provided, however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity
at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced; 

(2) has a Stated Maturity which is no earlier than the earlier of (x) the Stated Maturity of the Indebtedness being
refunded or refinanced or (y) at least 91 days later than the maturity date of the Notes; 
 (3) to the extent such
Refinancing Indebtedness refinances (a) Indebtedness junior to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the Notes or the Guarantee of such Restricted Subsidiary, as
applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; 

  
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 (4) is Incurred in an aggregate principal amount (or if issued with original
issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium and
fees Incurred in connection with such refinancing; 
 (5) shall not include (x) Indebtedness, Disqualified Stock or
Preferred Stock of a Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that is a Subsidiary Guarantor, or
(y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and 

(6) in the case of any Refinancing Indebtedness Incurred to refinance Indebtedness outstanding under Section 4.03(b)(iv),
shall be deemed to have been Incurred and to be outstanding under such Section 4.03(b)(iv), and not this Section 4.03(b)(xiv) for purposes of determining amounts outstanding under such Section 4.03(b)(iv), 

provided, further, that subclauses (1) and (2) of this Section 4.03(b)(xiv) shall not apply to any refunding,
refinancing or defeasance of (A) the Notes or (B) any Secured Indebtedness; 
 (xv) 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, provided, that such Indebtedness is extinguished within five Business Days of its
Incurrence; 
 (xvi) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank
guarantee issued under the Credit Agreement pursuant to clause (i) above, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee, provided, that if the Indebtedness incurred under this
clause (xvi) is at any time no longer supported by such letter of credit or bank guarantee, then the Indebtedness previously incurred under this clause (xvi) shall be classified under the preceding paragraph or under another available
clause in this paragraph and if such Indebtedness may not be so reclassified, then an Event of Default under this Indenture shall be deemed to have occurred; and 

(xvii) the Incurrence by the Issuer of up to $20,000,000 in aggregate principal amount of Indebtedness in respect of letters of
credit; provided that the Incurrence of any such Indebtedness under this clause (xvii) shall reduce dollar-for-dollar the amount available to be Incurred under any
Credit Agreement under clause (i) of this paragraph by an amount equal to the face amount of such letters of credit (provided that for the avoidance of doubt, if any such Indebtedness under this clause (xvii) is repaid, cancelled or
otherwise extinguished, the amount available to be Incurred under any Credit Agreement under clause (i) of this paragraph shall be increased by an amount equal to the face amount of letters of credit that are so repaid, cancelled or otherwise
extinguished, and such increased amount shall be available only for revolving credit borrowings under the revolving credit facility provided under the HPS Credit Agreement or any replacement revolving facility thereof by the Issuer and the
Guarantors). 

  
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 (c) For purposes of determining compliance with this Section 4.03, in the event that an item
of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of one or more of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in Section 4.03(b)(i) through (xvii) above or is entitled
to be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock in any manner that
complies with this Section 4.03 and such item of Indebtedness, Disqualified Stock or Preferred Stock shall be treated as having been Incurred pursuant to one or more of such clauses Section 4.03(b)(i) through (xvii) or pursuant to
Section 4.03(a). Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause 4.03(b)(i) above and
the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness outstanding on the Issue Date. Accrual of interest, the accretion of accreted value, amortization or original issue discount, the payment of interest in the form
of additional Indebtedness with the same terms (including any PIK Payment), the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, the accretion of liquidation preference and increases in
the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.03. Guarantees of, or obligations in respect of
letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided, that the Incurrence of
the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. 

(d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed
or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such
refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 

(e) (i) the Issuer shall not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Issuer
unless it is subordinate in right of payment to the Notes to the same extent and (ii) the Issuer shall not permit any Guarantor to Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of such Guarantor unless
it is subordinate in right of payment to such Guarantor’s Guarantee to the same extent. For purposes of this Section 4.03(e), no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or
any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of
such holders priority over the other holders in the collateral held by them. 

  
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 SECTION 4.04. Limitation on Restricted Payments. (a) The Issuer shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (i) declare or pay any dividend or make
any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment with respect to such Equity Interests made in connection with any merger, amalgamation or consolidation involving
the Issuer (other than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary on its common Equity
Interests so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); 

(ii) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any Parent of the Issuer,
including in connection with any merger, amalgamation or consolidation; 
 (iii) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (other than the payment, redemption,
repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment,
redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses 4.03(b)(vii) and (ix)); or 

(iv) make any Restricted Investment 

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; 
 (1) immediately after giving effect to such
transaction on a pro forma basis as if the Restricted Payment had been made (and including any other Restricted Payments made during the interest period in which such Restricted Payment is anticipated to be made) and any Indebtedness Incurred on
such date had been Incurred, (i) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) and (ii) the Issuer would satisfy the
ratios required for the Issuer to pay interest on the Notes entirely as Cash Interest; 

  
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 (2) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (iv), (vi) (vii) and (xiv) of Section 4.04(b), but excluding all other Restricted
Payments permitted by the next succeeding paragraph), is less than the sum, without duplication, of: 
 (A) 50% of the
Consolidated Net Income of the Issuer and its Restricted Subsidiaries for the period (taken as one accounting period) from the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus 

(B) 100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in accordance with the next
succeeding sentence) of property other than cash, received by the Issuer after the Issue Date from the issue or sale of Equity Interests of the Issuer or any Parent of the Issuer (excluding (without duplication) Equity Offering Redemption Proceeds,
Refunding Capital Stock and Disqualified Stock) including Equity Interests (other than Refunding Capital Stock or Disqualified Stock) issued upon conversion of Indebtedness or Disqualified Stock or upon exercise of warrants or options (other than an
issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries), plus 

(C) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as
determined in accordance with the next succeeding sentence) of property other than cash after the Issue Date (other than Equity Offering Redemption Proceeds, Refunding Capital Stock, Disqualified Stock and contributions by a Restricted Subsidiary),
plus 
 (D) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary after the Issue Date in
cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash received by the Issuer or any Restricted Subsidiary after the Issue Date from: 

(I) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer) of Restricted
Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Restricted
Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii)), 

  
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 (II) the sale (other than to the Issuer or a Restricted Subsidiary of the
Issuer) of the Capital Stock of an Unrestricted Subsidiary (other than an Unrestricted Subsidiary to the extent the investments in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to Section 4.04(b)(vii)
or to the extent such Investment constituted a Permitted Investment), or 
 (III) a distribution, dividend or other payment
from an Unrestricted Subsidiary, plus 
 (E) in the event any Unrestricted Subsidiary of the Issuer has been
redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer after the Issue Date, the Fair
Market Value (as determined in accordance with the next succeeding sentence) of the Investments of the Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as
applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (b)(vii) of this Section 4.04 or constituted a Permitted Investment). 

The Fair Market Value of property other than cash covered by clauses 3(B), (C), (D) and (E) above shall be determined in good faith by the Board of
Directors of the Issuer and 
 (x) in the event of property with a Fair Market Value in excess of $10.0 million, shall
be set forth in an Officers’ Certificate or 
 (y) in the event of property with a Fair Market Value in excess of
$25.0 million, shall be set forth in a resolution approved by at least a majority of the Board of Directors of the Issuer. 

(b) The provisions of Section 4.04(a) shall not prohibit: 

(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of
declaration such payment would have complied with the provisions of this Indenture; 
 (ii) (a) the repurchase,
retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer, any Parent of the Issuer or Subordinated Indebtedness of the Issuer, any Parent of the Issuer or any Subsidiary Guarantor in exchange
for, or out of the proceeds of, the substantially concurrent sale (other than the sale of any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer
or any of its Subsidiaries) of Equity Interests of the Issuer or any Parent of the Issuer or contributions to the equity capital of the Issuer (collectively, including any such contributions, “Refunding Capital Stock”), and
(b) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established
by the Issuer or any of its Subsidiaries) of Refunding Capital Stock; 

  
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 (iii) the redemption, repayment, repurchase or other acquisition or retirement of
Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale (or as promptly as practicable after giving any requisite notice to the holders of such
Subordinated Indebtedness) of, new Indebtedness of the Issuer or any Subsidiary Guarantor which is Incurred in accordance with Section 4.03 so long as 

(A) the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being
so redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any fees
incurred in connection therewith), 
 (B) such Indebtedness is Incurred by the Issuer or by a Subsidiary Guarantor in respect
of refinanced Indebtedness of a Subsidiary Guarantor and, in each case, is subordinated to the Notes, or the related Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed,
repurchased, acquired or retired for value, 
 (C) such Indebtedness has a final scheduled maturity date equal to or later
than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) at least 91 days later than the maturity date of the Notes, and 

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the remaining
Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 

(iv) the repurchase, retirement or other acquisition for value (or dividends to any Parent of the Issuer to finance any such
repurchase, retirement or other acquisition for value) of Equity Interests of the Issuer or any Parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer, any Parent of the Issuer or any Subsidiary of
the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (iv)
do not exceed $5 million in any calendar year commencing with 2017 (with unused amounts in any calendar year being permitted to be carried over to the following two calendar years subject to a maximum payment (without giving effect to the
following proviso) of $10 million in any calendar year); provided further however, that such amount in any calendar year may be increased by an amount not to exceed: 

  
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 (A) the cash proceeds received by the Issuer or any of its Restricted
Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer after the Issue Date to members of management, directors or consultants of the Issuer, any Parent of the Issuer and Restricted Subsidiaries of the Issuer
(provided, that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend shall not increase the amount available for Restricted Payments under Section 4.04(b)(iii)(C)); plus 

(B) the cash proceeds of key man life insurance policies received by the Issuer, any Parent of the Issuer (to the extent
contributed to the Issuer) or the Restricted Subsidiaries of the Issuer after the Issue Date; less 
 (C) the amount
of any Restricted Payments previously made pursuant to Sections 4.04(b)(iv)(A) and (B); 
 (v) the declaration and
payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued or incurred after the Issue Date in accordance with Section 4.03; 

(vi) the payment of dividends on the Issuer’s common Capital Stock (or the payment of dividends to any Parent of the
Issuer to fund the payment by such Parent of the Issuer of dividends on such entity’s common Capital Stock) of up to 6.0% per annum of the net cash proceeds received by or contributed to the Issuer from any public offering of common Capital
Stock consummated after the Issue Date, other than public offerings with respect to common Capital Stock of the Issuer or any Parent of the Issuer registered on Form S-4 or Form
S-8 and other than any public sale constituting Equity Offering Proceeds; 
 (vii)
other Restricted Payments since the Issue Date in an aggregate amount not to exceed $5 million; 
 (viii) the
distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries (other than to the extent such Investments were made pursuant to
clause (vii) of this Section 4.04(b) or pursuant to clause (9) of the definition of Permitted Investments); 

(ix) (a) with respect to each tax year or portion thereof that any direct or indirect parent of the Issuer qualifies as a
Flow Through Entity, the distribution by the Issuer to the holders of Capital Stock of such direct or indirect parent of the Issuer of an amount equal to the product of the amount of aggregate net taxable income of the Issuer allocated by the Issuer
to the holders of Capital Stock of the Issuer for such period and the Presumed Tax Rate for such period; and (b) with respect to any tax year or portion thereof that any direct or indirect parent of the Issuer does not qualify as a Flow Through
Entity, payment of dividends or other distributions to any direct or indirect parent of the Issuer that files a consolidated U.S. federal tax return that includes the Issuer and its subsidiaries in an amount not to exceed the amount that the Issuer
and its Restricted Subsidiaries would have been required to pay in respect of federal, state or local taxes, as the case may be, in respect of such year if the Issuer and its Restricted Subsidiaries had paid such taxes directly as a stand-alone
taxpayer or stand-alone group; 

  
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 (x) the declaration and payment of dividends to, or the making of loans to, any
Parent of the Issuer in amounts required for such entity to pay general corporate overhead expenses (including salaries, bonuses, benefits paid to management and employees of any Parent, expenses related to any equity or debt offering, including pre-emptive rights offerings, of such Parent (whether or not successful), expenses incurred in connection with such Parent’s obligations as a public company, including SEC expenses and stock exchange or OTC
listing expenses and legal, accounting and other professional and administrative expenses) for any direct or indirect parent entity of the Issuer to the extent such expenses are (a) attributable to the ownership or operation of the Issuer and
its Restricted Subsidiaries or (b) expenses required to be incurred by any Parent of the Issuer in connection with the performance of its obligations under any debt agreement, shareholders’ agreement, registration rights agreement,
investor rights agreement, warrant agreement or similar agreements, whether in existence on or after the Issue Date, to the extent such obligations arise from the issuance of debt of the Issuer that is guaranteed by any such Parent or from the
issuance of Equity Interests of any such Parent, in each case, determined in good faith by the Board of Directors; 
 (xi)
any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or made in connection with the consummation of the Transactions (including (x) any payments made to redeem, repurchase, defease or otherwise acquire
or retire for value the Existing Investments Notes and the AGI Subordinated Notes and (y) payments made pursuant to or as contemplated by the Transaction Documents, whether payable on the Issue Date or thereafter); 

(xii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants; 
 (xiii) payments of cash, or dividends,
distributions or advances by the Issuer or any Restricted Subsidiary to allow any such entity to make payments of cash, in lieu of the issuance of fractional shares upon the exercise of warrants or upon the conversion or exchange of Capital Stock of
any such Person; provided, however, that the aggregate amount of such payments, dividends, distributions or advances does not exceed $4 million; and 

(xiv) the payment of dividends, distributions and advances to Affinion Holdings to the extent necessary to allow Affinion
Holdings to make payments of interest and principal on the Existing Holdings Notes. 
 provided, however, that at the time of, and after
giving effect to, any Restricted Payment permitted under clauses (iv), (v), (vi), (vii), (viii) and (xiv) of this Section 4.04(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence
thereof. 

  
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 The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Except as otherwise provided herein, the Fair Market Value of
any assets or securities that are required to be valued by this covenant shall be determined in good faith by senior management or the Board of Directors of the Issuer. 

(c) As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and
its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of
“Investments.” Such designation shall only be permitted if Restricted Payments or Permitted Investments in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

 SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 

(a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 

(b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 

(c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries; 

except in each case for such encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement, other
Senior Credit Documents and the indentures governing the Existing Investments Notes, the Existing AGI Notes, the AGI Subordinated Notes and the Existing Holdings Notes; 

(2) this Indenture and the Notes; 

(3) applicable law or any applicable rule, regulation or order; 

(4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at
the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so
acquired; 

  
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 (5) contracts or agreements for the sale of assets, including customary
restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 

(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and 4.12 that limit the right of the
debtor to dispose of the assets securing such Indebtedness; 
 (7) restrictions on cash or other deposits or net worth
imposed by customers, suppliers or other vendors under contracts entered into in the ordinary course of business; 
 (8)
customary provisions in joint venture agreements and other similar agreements (including customary provisions in agreements relating to any Joint Venture); 

(9) purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business that
impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; 
 (10) customary provisions
contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in Section 4.05(c) on the property subject to such lease; 

(11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred
subsequent to the Issue Date and permitted pursuant to Section 4.03; provided, that such encumbrances and restrictions contained in any agreement or instrument shall not materially affect the Issuer’s ability to make anticipated
principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Issuer); and 

(12) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 4.05
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided,
that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Issuer, no more restrictive as a
whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or
liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances
made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 

  
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 SECTION 4.06. Asset Sales. (a) The Issuer shall not, and shall not permit any of
its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as
determined in good faith by the Board of Directors of the Issuer) of the assets sold or otherwise disposed of and (y) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the
form of Cash Equivalents; provided that the amount of: 
 (i) any liabilities (as shown on the Issuer’s or such
Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets, 

(ii) any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary of the
Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer into cash within 180 days of the receipt thereof (to the extent of the cash received), and 

(iii) any Designated Non-cash Consideration received by the Issuer or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Non-cash
Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $50 million or 2.5% of Total Assets of the Issuer at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to
subsequent changes in value) 
 shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). 

(b) At any time upon the occurrence of an Asset Sale, the Issuer may elect to redeem all or a portion of the Notes with the Net Proceeds from
such Asset Sale (an “Asset Sale Redemption”) at the redemption prices set forth in Paragraph 5 of the form of Notes set forth in Appendix A, which are hereby incorporated by reference and made a part of this Indenture, together
with 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); provided that such redemption shall occur within 60 days
after the date on which any such Net Proceeds are received upon not less than 30 nor more than 60 days’ notice sent electronically or mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in
this Indenture. 

  
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 (c) In lieu of making an Asset Sale Redemption, within 365 days after the receipt by the Issuer
or any Restricted Subsidiary of the Issuer of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply the Net Proceeds from such Asset Sale, at its option: 

(i) to repay (x) Secured Indebtedness, including Indebtedness under the Credit Agreement and, if the Indebtedness repaid
is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto and (y) Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under Pari Passu
Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness), the Issuer shall equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, by making an
offer (in accordance with the procedures and purchase price set forth below for an Asset Sale Offer) to all Holders to purchase the pro rata principal amount of Notes that would otherwise be prepaid); or 

(ii) to make an investment in any one or more businesses (provided, that if such investment is in the form of the
acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), or capital expenditures or assets, in each case used or useful in a Similar Business; and/or 

(iii) to make an investment in any one or more businesses (provided, that if such investment is in the form of the
acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss;

 provided, that in the case of this Section 4.06(c)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net
Proceeds from the date of such commitment so long as to purchase (x) such purchase is consummated within 545 days after the receipt by the Issuer or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (y) if such purchase
is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied shall be deemed to be Excess Proceeds (as defined below). 

(d) Pending the final application of any Net Proceeds from an Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may
temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents. Any Net Proceeds from any Asset Sale that are not applied either (x) as provided and within the time period
set forth in clause (b) of this Section 4.06 (it being understood that any portion of such Net Proceeds used to make an offer to purchase the Notes, as described in Section 4.06(b), shall be deemed to have been invested whether or not
such offer is accepted) or (y) by the Issuer to redeem the Notes pursuant to an Asset Sale Redemption in accordance with the terms hereof and within the time period specified therein, such Net Proceeds from any Asset Sale shall be deemed to
constitute “Excess Proceeds.” 
 If the aggregate amount of remaining Excess Proceeds exceeds $25 million, the Issuer
shall make an offer to all Holders of Notes (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes that is a minimum denomination of $1.00 and an integral multiple of $1.00 that may be purchased out of the Excess
Proceeds at an offer price in cash in an 

  
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amount equal to (i) if such Asset Sale is prior to November 10, 2017, 116% of the principal amount thereof, (ii) if such Asset Sale is on or after November 10, 2017 and on or
prior to May 9, 2018, 108% of the principal amount thereof, (iii) if such Asset Sale is on or after May 10, 2018 and on or prior to May 9, 2019, 102% of the principal amount thereof, (iv) if such Asset Sale is on or after
May 10, 2019 and on or prior to May 9, 2022, 101% of the principal amount thereof, and (v) if such Asset Sale is on or after May 10, 2022, 100% of the principal amount of the Notes, in each case, plus accrued and unpaid interest,
to the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in this Indenture. 

The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds
exceed $25 million by mailing or electronically transmitting the notice to Holders as required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the tender agent (or if none, the Issuer) shall select the Notes to be purchased in accordance with Section 4.06(g) in the case of the Notes. Upon completion of any Asset Sale Redemption, the amount of Excess Proceeds shall be
reduced by the Net Proceeds used in connection with such Asset Sale Redemption. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

(f) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall
deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Sections 4.06(c) and (d). On such date, the Issuer shall also irrevocably deposit with a tender agent or paying agent (or, if a domestically organized Wholly Owned Restricted Subsidiary of
the Issuer is acting as a paying agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, or held in cash, and to be held for payment in accordance with the
provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Asset Sale Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions
thereof that have been properly tendered to and are to be accepted by the Issuer. The paying agent shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess
Proceeds delivered by the Issuer to the paying agent is greater than the purchase price of the Notes tendered, the paying agent shall deliver the excess to the Issuer immediately after the expiration of the Asset Sale Offer Period for application in
accordance with this Section 4.06. 

  
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 (g) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the paying agent or the Issuer receive not later
than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased. 
 (h) Notices of an Asset Sale Offer shall be mailed by the Issuer (or by the tender
agent at the written request of the Issuer) by first class mail, postage prepaid or electronically transmitted, at least 30 but not more than 60 days before the purchase date to each Holder at such Holder’s registered address and to the Trustee
(which notice will include any information that is required by this Indenture). If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is
to be purchased. 
 (i) In the case of any Notes issued in certificated form, a residual balance Note in principal amount equal to the
unpurchased portion of any Note purchased in part shall be issued in the name of the Holder thereof upon cancellation of the original Note and in the case of any Notes issued in global form, such Global Note shall have the balance reduced to
correspond with such cancellation and purchase. On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on the Notes or portions thereof purchased. 

SECTION 4.07. Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions,
contract, agreement, understanding, loan, advance or guarantee with or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of
$5 million, unless: 
 (i) such Affiliate Transaction is on terms that are not less favorable to the Issuer or the
relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and 

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $20 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with Section 4.07(a)(i). 
 (b) The provisions of Section 4.07(a) shall
not apply to the following: 
 (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries; 

  
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 (ii) Restricted Payments permitted by the provisions of Section 4.04 and
Investments under the definition of “Permitted Investments;” 
 (iii) the payment of reasonable and customary fees
to, and indemnity provided on behalf of officers, directors, employees or consultants of the Issuer, any Parent of the Issuer or any Restricted Subsidiary of the Issuer; 

(iv) payments by the Issuer or any of its Restricted Subsidiaries made for any financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) approved by a majority of the Board of Directors of the Issuer in
good faith or (y) made pursuant to any agreement, or any agreement contemplated by such agreement, each as described or incorporated by reference in the Offering Memorandum; 

(v) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a
letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.07(a)(i); 

(vi) payments or loans (or cancellation of loans) to employees or consultants that are (x) approved by a majority of the
Board of Directors of the Issuer in good faith, (y) made in compliance with applicable law and (z) otherwise permitted under this Indenture; 

(vii) any agreement as in effect as of the Issue Date as described in the Offering Memorandum; 

(viii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the
terms of, the Transaction Documents and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of
its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (viii) 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 Holders of the Notes in any material respect than the original agreement as in effect on the Issue Date; 

(ix) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, as described
or incorporated by reference in the Offering Memorandum; 
 (x) 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 Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination of
the members of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party; 

  
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 (xi) if otherwise permitted under this Indenture, the issuance of Equity
Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant of the Issuer or any Parent of the Issuer; 

(xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith; 

(xiii) the entering into of any tax sharing agreement or arrangement and any payment permitted by Section 4.04(b)(viii);

 (xiv) any contribution to the capital of the Issuer; 

(xv) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a
director of the Issuer or any direct or indirect parent company of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent company, as the case may be, on any
matter involving such other Person; 
 (xvi) pledges of Equity Interests of Unrestricted Subsidiaries; and 

(xvii) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of
business. 
 SECTION 4.08. Change of Control. (a) At any time upon the occurrence of a Change of Control, the Issuer may
redeem (such redemption, a “Change of Control Redemption”) all (but not less than all) of the Notes at the redemption prices set forth in Paragraph 5 of the form of Notes set forth in Appendix A, which are hereby incorporated
by reference and made a part of this Indenture, together with 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);
provided, however, that such Change of Control Redemption shall occur within 60 days after the date on which any such Change of Control occurred upon not less than 30 nor more than 60 days’ notice sent electronically or mailed to each
Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. 
 (b) If the Issuer does not
exercise its right to redeem all of the Notes in accordance with Section 4.08(a) upon the occurrence of a Change of Control within the time period specified therein, each Holder shall have the right to require the Issuer to repurchase all or any
part of such Holder’s Notes at a purchase price in cash equal to (i) if such Change of Control occurred prior to November 10, 2017, 116% of the principal amount thereof, (ii) if such Change of Control occurs on or after
November 10, 2017 and on or prior to May 9, 2018, 108% of the principal amount thereof, (iii) if such Change of Control occurred on or after May 10, 2018 and 

  
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on or prior to May 9, 2019, 102% of the principal amount thereof, (iv) if such Change of Control occurred on or after May 10, 2019 and on or prior to May 9, 2022, 101% of the
principal amount thereof, and (v) if such Change of Control occurred on or after May 10, 2022, 100% of the principal amount of the Notes thereof, in each case, plus accrued and unpaid interest, if any, to the date of repurchase (subject to
the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 (c) Within 60
days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem all the Notes pursuant to Paragraph 5 of the form of the Notes set forth in Appendix A, the Issuer shall mail or electronically
transmit (or cause to be mailed or electronically transmitted) a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating (in addition to any information that is required by this Indenture): 

(i) that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such
Holder’s Notes at a purchase price in cash equal to the applicable purchase price pursuant to Section 4.08(b), plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to
receive interest on the relevant interest payment date); 
 (ii) the circumstances and relevant facts and financial
information regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is sent); and 
 (iv) the instructions determined by the Issuer, consistent with this
Section 4.08, that a Holder must follow in order to have its Notes purchased. 
 The Issuer shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 Notice of any Change of Control
Redemption or Change of Control Offer may be given prior to the completion thereof, and any such Change of Control Redemption or Change of Control Offer, as the case may be, or notice may, at the Issuer discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related Change of Control. 
 (d) Holders electing to have a Note
purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw their
election if the paying agent or the Issuer receive not later than one Business Day prior to the purchase date a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase
by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Definitive Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the
Definitive Notes surrendered. 

  
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 (e) On the purchase date, all Notes purchased by the Issuer under this Section shall be delivered
to the Trustee for cancellation, and the Issuer or paying agent shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. 

(f) Notwithstanding the foregoing provisions of this Section, the Issuer shall be deemed to have made a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Issuer and purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 (g) At the time the Issuer delivers Notes to the Trustee
which are to be accepted for purchase, the Issuer shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Note shall be
deemed to have been accepted for purchase at the time the paying agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 

(h) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that all conditions
precedent contained herein to the right of the Issuer to make such offer have been complied with. 
 (i) The Issuer shall comply, to the
extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.08. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue
thereof. 
 SECTION 4.09. Compliance Certificate. (a) The Issuer shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default and whether or not the signers
know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. 

(b) When any Default has occurred and is continuing under this Indenture, the Issuer shall deliver to the Trustee, within 30 days after the
occurrence thereof by registered or certified mail or facsimile transmission, an Officers’ Certificate specifying such event, notice or other action or inaction, its status and what action the Issuer is taking or proposes to take in respect
thereto. 
 SECTION 4.10. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

  
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 SECTION 4.11. Future Guarantors. (a) If (x) the Issuer acquires or creates any
direct or indirect Restricted Subsidiary that is not an Excluded Subsidiary after the Issue Date (unless such Subsidiary is already a Guarantor), (y) any Excluded Subsidiary acquired or created after the Issue Date ceases to constitute an Excluded
Subsidiary or (z) any existing Unrestricted Subsidiary is designated as a Restricted Subsidiary in accordance with the provisions set forth in Section 4.04 and the definition of “Unrestricted Subsidiary”, the Issuer shall cause
such Restricted Subsidiary, at the earlier of (a) 20 Business Days after the date of such acquisition, formation, cessation or designation (provided if the administrative agent under the Credit Agreement grants an extension of time to comply with
the obligation to make such Restricted Subsidiary a guarantor thereunder to a date later than 20 Business Days after the date of such acquisition, formation, cessation or designation, then such extension of time shall also be deemed granted
hereunder and/or, in the case of any such Restricted Subsidiary that is a Foreign Subsidiary, such later date as may be the first practicable date because of delays caused by foreign legal requirements despite diligent efforts on the part of the
Issuer), or (b) concurrently (to the extent reasonably practicable) with the guarantee under the Credit Agreement by such Subsidiary, to execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Annex B,
pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior unsecured basis and all other
obligations under this Indenture. 
 (b) Each Guarantee of a Subsidiary Guarantor shall be limited to an amount not to exceed the maximum
amount that can be guaranteed by that Subsidiary Guarantor without rendering the Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting
the rights of creditors generally. 
 Each Guarantee shall be released in accordance with Article Ten of this Indenture. 

SECTION 4.12. Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or
otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture with respect to the Notes
and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of Indebtedness subordinated to the Notes or the related Guarantees, prior or senior thereto, with the same relative priority as the Notes shall
have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien. 

SECTION 4.13. Maintenance of Office or Agency(a). 

(a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 13.02; provided, however, that no service of legal process may be made on the Issuer or any Guarantor at an office of the Trustee or
an affiliate of the Trustee or Registrar. 

  
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 (b) The Issuer may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c) The Issuer hereby designates the corporate trust office of the Trustee or its agent, as such office or agency of the Issuer in accordance
with Section 2.04. 
 SECTION 4.14. Restrictions on Affinion Holdings. Affinion Holdings shall not engage in any business
or business activities (including making any Investments, incurring any Indebtedness and granting any Liens) other than (i) such activities as are necessary for it to maintain its corporate existence, (ii) ownership of the Equity Interests
in the Issuer, together with activities directly related thereto, (iii) performance of its obligations under and in connection with the Transaction Documents, the Credit Agreement and related collateral and intercreditor documents, and any
secured or unsecured Indebtedness incurred by Affinion Holdings (provided that Affinion Holdings would have been permitted to incur such Indebtedness as if Section 4.03(a) applied to it), (iv) issuance of Equity Interests, (v) as otherwise
required by applicable law, and (vi) holding any cash of Affinion Holdings. 
 SECTION 4.15. Specified Equity Event.
(a) At any time and from time to time, the Issuer may redeem (such redemption, a “Specified Equity Event Redemption”) in the aggregate up to 100% of the outstanding aggregate principal amount of the Notes with the net cash
proceeds of one or more (i) Equity Offerings by the Issuer or (ii) Equity Offerings by any Parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase
Capital Stock (other than Disqualified Stock) of the Issuer from it (collectively, such net cash proceeds being referred to hereinafter as “Equity Offering Proceeds”), at the redemption prices set forth in Paragraph 5 of the form of
Notes set forth in Appendix A, which are hereby incorporated by reference and made a part of this Indenture, together with 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); provided, however, that such redemption shall occur within 60 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60
days’ notice sent to the Trustee and electronically or mailed to holders of Notes and otherwise in accordance with the procedures set forth in this Indenture. 

(b) In lieu of making a Specified Equity Event Redemption, within 180 days after the receipt by the Issuer the Equity Offering Proceeds, the
Issuer may apply the Equity Offering Proceeds, at its option: 

  
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 (i) to repay (x) Indebtedness of the Issuer under the Credit Agreement and,
if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, other than Indebtedness owed to the Issuer or (y) Pari Passu Indebtedness (provided, that if the Issuer or
any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness), the Issuer shall equally and ratably reduce Obligations under the Notes if the Notes are then
prepayable or, if the Notes may not then be prepaid, by making an offer (in accordance with the procedures and purchase price set forth below for a Specified Equity Event Offer) to all Holders to purchase the pro rata principal amount of Notes that
would otherwise be prepaid); or 
 (ii) to make an investment in any one or more businesses (provided, that if such
investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), or capital expenditures or assets, in each case used or useful in a Similar Business;

 provided, that in the case of clause (b)(ii), a binding commitment shall be treated as a permitted application of the Equity Offering Proceeds
from the date of such commitment so long as to purchase (x) such purchase is consummated within 365 days after the receipt by the Issuer of the Equity Offering Proceeds and (y) if such purchase is not consummated within the period set
forth in subclause (x), the Equity Offering Proceeds not so applied shall be deemed to be Equity Offering Excess Proceeds (as defined below). 

(c) Pending the final application of any such Equity Offering Proceeds, the Issuer may temporarily reduce Indebtedness under a revolving
credit facility, if any, or otherwise invest such Equity Offering Proceeds in Cash Equivalents. Any Equity Offering Proceeds that are not applied either (x) as provided and within the time period set forth in Section 4.15(b) (it being
understood that any portion of such Equity Offering Proceeds used to make an offer to purchase the Notes, as described in Section 4.15(a)(i), shall be deemed to have been invested whether or not such offer is accepted) or (y) by the Issuer
to redeem the Notes pursuant to a Specified Equity Event Redemption in accordance with the terms hereof and within the time period specified therein, such Equity Offering Proceeds shall be deemed to constitute “Equity Offering Excess
Proceeds.” 
 If the aggregate amount of remaining Equity Offering Excess Proceeds exceeds $10.0 million, the Issuer will
notify the Holders and the Trustee thereof, and each Holder will have the right to require the Issuer to use the Equity Offering Excess Proceeds from such Equity Offering if no redemption is to occur (or the Equity Offering Excess Proceeds from such
Equity Offering that would remain following any such redemption) to repurchase (a “Specified Equity Event Offer”) the maximum principal amount of Notes that is a minimum denomination of $1.00 and an integral multiple of $1.00 that
may be purchased out of the Equity Offering Excess Proceeds at a purchase price in cash equal to (i) if such Equity Offering occurs prior to November 10, 2017, 116% of the principal amount thereof, (ii) if such Equity Offering occurs
on or after November 10, 2017 and on or prior to May 9, 2018, 108% of the principal amount thereof, (iii) if such Equity Offering occurs on or after May 10, 2018 and on or prior to May 9, 2019, 102% of the principal amount
thereof, (iv) if such Equity Offering occurs on or after May 10, 2019 and on or prior to May 9, 2022, 101% of the principal amount thereof, and (v) if such Equity Offering occurs on or after May 10, 2022, 100% of the
principal amount thereof, in each case, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in
accordance with the procedures set forth in this Indenture, including not less than 30 nor more than 60 days’ notice to the Trustee and the Holders. 

  
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 To the extent that the aggregate amount of Notes tendered pursuant to a Specified Equity Event
Offer is less than the Equity Offering Excess Proceeds, the Issuer may use any remaining Equity Offering Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Equity Offering Excess Proceeds, the tender agent (or if none, the Issuer) shall select the Notes to be purchased in accordance with Section 4.15(e) in the case of the Notes. Upon completion of any Specified Equity
Event Redemption, the amount of Equity Offering Excess Proceeds shall be reduced by the Equity Offering Proceeds used in connection with such Specified Equity Event Redemption. Upon completion of a Specified Equity Event Offer, the amount of Equity
Offering Excess Proceeds shall be reset at zero. 
 Notice of any such Specified Equity Event Redemption or Specified Equity Event Offer may
be given prior to the completion thereof, and any such redemption or repurchase or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

 (d) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.15, the Issuer
shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue thereof. 

(e) Not later than the date upon which written notice of a Specified Equity Event Offer is delivered to the Trustee as provided above in
Section 4.15(c), the Issuer shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Equity Offering Excess Proceeds, (ii) the allocation of the Equity Offering Excess Proceeds pursuant to which such Specified
Equity Event Offer is being made and (iii) the compliance of such allocation with the provisions of Sections 4.15(a) and (b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent (or, if a
domestically organized Wholly Owned Restricted Subsidiary of the Issuer is acting as a paying agent, segregate and hold in trust) an amount equal to the Equity Offering Excess Proceeds to be invested in Cash Equivalents, as directed in writing by
the Issuer, or held in cash, and to be held for payment in accordance with the provisions of this Section 4.15. Upon the expiration of the period for which the Specified Equity Event Offer remains open (the “Specified Equity Event Offer
Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The paying agent shall, on the date of purchase, mail or deliver
payment to each tendering Holder in the amount of the purchase price. In the event that the Equity Offering Excess Proceeds delivered by the Issuer to the paying agent is greater than the purchase price of the Notes tendered, the paying agent shall
deliver the excess to the Issuer immediately after the expiration of the Specified Equity Event Offer Period for application in accordance with this Section 4.15. 

  
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 (f) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the paying agent or the Issuer receive not later
than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased. 
 (g) Notices of a Specified Equity Event Offer shall be mailed by the Issuer (or by
the tender agent at the written request of the Issuer) by first class mail, postage prepaid or electronically transmitted, at least 30 but not more than 60 days before the purchase date to each Holder at such Holder’s registered address and to
the Trustee (which notice will include any information that is required by this Indenture). If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that
has been or is to be purchased. 
 (h) In the case of any Notes issued in certificated form, a residual balance Note in principal amount
equal to the unpurchased portion of any Note purchased in part shall be issued in the name of the Holder thereof upon cancellation of the original Note and in the case of any Notes issued in global form, such global Note shall have the balance
reduced to correspond with such cancellation and purchase. On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on the Notes or portions thereof purchased. 

ARTICLE 5 
 MERGER,
CONSOLIDATION OR SALE OF ALL 
 OR SUBSTANTIALLY ALL ASSETS 

SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate,
amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related
transactions to, any Person unless: 
 (i) the Issuer is a surviving Person or the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under
the laws of the United States, any state thereof or the District of Columbia (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”); 

(ii) the Successor Issuer (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture
and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

  
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 (iii) immediately after giving effect to such transaction no Default or Event of
Default shall have occurred and be continuing; 
 (iv) immediately after giving pro forma effect to such transaction, as if
such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted Subsidiaries as a result of such transaction as having
been Incurred by the Successor Issuer or such Restricted Subsidiary at the time of such transaction), either 
 (A) the
Successor Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 

(B) the Fixed Charge Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries would be greater than or equal to
such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 
 (v) each Guarantor,
unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; 

(vi) if the Successor Issuer is not organized as a corporation after such transaction, a successor corporation which is a
Subsidiary of the Successor Issuer and is organized or existing under the laws of the United States, any state thereof or the District of Columbia shall continue to be co-obligor of the Notes and shall have by
supplemental indenture confirmed its obligations under this Indenture and the Notes; and 
 (vii) the Issuer shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 

The Successor Issuer (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and
the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer shall not be released from the obligations to pay the
principal of and interest on the Notes. Notwithstanding the foregoing Section 5.01(a)(iii) and (iv), (a) any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of
all or part of its properties and assets to the Issuer or to another Restricted Subsidiary and (b) the Issuer may merge, amalgamate or consolidate with an Affiliate incorporated or organized solely for the purpose of incorporating or organizing
the Issuer in another state of the United States or the District of Columbia so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a
“Specified Merger/Transfer Transaction”). This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries. 

  
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 For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the
properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. 

(b) Subject to Section 10.02(b), each Subsidiary Guarantor shall not, and the Issuer shall not permit any Subsidiary Guarantor to,
consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets
in one or more related transactions to, any Person unless: 
 (i) either 

(A) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation
or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the
United States, any state thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Subsidiary
Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to a supplemental indenture; or 

(B) such sale or other disposition or consolidation or merger complies with Section 4.06; 

(ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the
Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be
continuing; and 
 (iii) any Successor Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to
be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 

The Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary
Guarantor’s Guarantee, and such Subsidiary Guarantor shall automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s guarantee. Notwithstanding Section 5.01(b)(ii), (i) a
Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated or organized solely for the purpose of incorporating or organizing such Subsidiary Guarantor in another state of the United States, the District of Columbia or
any territory of the United States, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (ii) a Subsidiary Guarantor may merge, amalgamate or consolidate with another Subsidiary Guarantor or the Issuer. 


  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 

SECTION 6.01. Events of Default. An “Event of Default” with respect to all of the Notes occurs if: 

(a) a default in any payment of interest on the Notes when due that continues for 30 days; 

(b) a default in the payment of principal or premium, if any, of the Notes when due at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise; 
 (c) the failure by (a) the Issuer or any of its
Restricted Subsidiaries to comply with the provisions set forth in Section 4.06, Section 4.08 or Article Five or (b) Affinion Holdings to comply with the provisions set forth in Section 4.14; 

(d) the failure by the Issuer, Affinion Holdings or any of its Restricted Subsidiaries to comply for 30 days after notice with
any of its obligations under Article Four (other than Section 4.14); 
 (e) the failure by the Issuer or any of the
Restricted Subsidiaries of the Issuer to comply for 60 days after notice with its other agreements contained in the Notes or this Indenture, 

(f) the failure by the Issuer, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the
Issuer that would constitute a Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing to a Restricted Subsidiary of the Issuer) within any applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $30 million or its foreign currency equivalent (the “cross-acceleration provision”),

 (g) the Issuer, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that
would constitute or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a
voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 

(iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 

  
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 (iv) makes a general assignment for the benefit of its creditors 

(v) or takes any comparable action under any foreign laws relating to insolvency, 

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against the Issuer or any Significant Subsidiary in an involuntary case; 

(ii) appoints a Custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property; or 

(iii) orders the winding up or liquidation of the Issuer or any Significant Subsidiary; 

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days, (the provisions
under 6.01(g) and (h) are collectively referred to herein as the “bankruptcy provisions”); 
 (i)
failure by the Issuer, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $30 million or its foreign
currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the “judgment default
provision”), or 
 (j) any Guarantee of Affinion Holdings, a Significant Subsidiary or a group of Restricted
Subsidiaries of the Issuer that would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof) or any such Guarantor that qualifies or a group of such Guarantors that would qualify as a
Significant Subsidiary denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues for 10 days. 

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

A default under Section 6.01(d) and (e) shall not constitute an Event of Default until the Trustee or the Holders of 25% in
principal amount of the Notes outstanding notify the Issuer of the default and the Issuer does not cure such default within the time specified in Section 6.01(d) and (e) hereof after receipt of such notice. 

  
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 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in Section 6.01(g) or (h)) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes outstanding by notice to the Issuer (and to the Trustee if given by holders) may declare the principal
of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. 

If an Event of Default specified in Section 6.01(g) or (h) occurs, the principal of, premium, if any, and interest on all the Notes
shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 
 In the event of
any Event of Default specified in Section 6.01(f) occurs, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by
the Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of
Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default (and such Officers’ Certificate would attach information provided
by such holders or otherwise relied upon by the Issuer to support the statement in the Officers’ Certificate relating to such rescission or waiver by such holders) or (z) the default that is the basis for such Event of Default has been
cured, it being understood that in no event shall an acceleration of the principal amount of the Notes be annulled, waived or rescinded upon the happening of any such events. 

The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration; provided, however,
that if the Notes were accelerated as a result of an Event of Default described in clause (a) or (b) of Section 6.01, Holders of a majority in principal amount of the outstanding Notes must also agree to rescind such acceleration and
its consequences. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 
 SECTION 6.03.
Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.
No remedy is exclusive of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults.
When a Default is waived, it is deemed cured and the Issuer, the Trustee and the Holders shall be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any
consequent right. 

  
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 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all
losses, liabilities and expenses caused by taking or not taking such action. 
 SECTION 6.06. Limitation on Suits.
(a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: 

(i) such Holder has previously given the Trustee notice that an Event of Default is continuing, 

(ii) Holders of at least 25% in principal amount of the Notes outstanding have requested the Trustee to pursue the remedy, 

(iii) such Holders have offered the Trustee security or indemnity (satisfactory to the Trustee) against any loss, liability or
expense, 
 (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer
of security or indemnity, and 
 (v) the Holders of a majority in principal amount of the outstanding Notes have not given
the Trustee a direction inconsistent with such request within such 60-day period. 
 (b) A Holder may
not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders). 
 SECTION 6.07. Rights of the Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01 (a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the
extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.06. 

  
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 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants,
experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor, their creditors or their property, shall be entitled to
participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or
other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06. 

SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the
money or property in the following order: 
 FIRST: to the Trustee (acting in any capacity hereunder) and its agents and counsel for amounts
due hereunder; 
 SECOND: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and 

THIRD: to the Issuer or, to the extent the Trustee collects any amount on behalf of or which is owed to any Guarantor, to such Guarantor. 

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least 15 days before such
record date, the Trustee shall mail or electronically transmit to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid. 

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes. 

  
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 SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor
(to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE 7 
 TRUSTEE

 SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (i) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be
relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 

(i) this paragraph does not limit the effect of paragraph (b) of this Section; 

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved by a
court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee
shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and 

  
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 (iv) no provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the
Issuer. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section. 
 SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 

(e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to
this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes at the time
outstanding (and such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense incurred in connection therewith), but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by
agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of making or not making such inquiry or investigation. 

  
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 (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction. 
 (h) The rights, privileges, protections, immunities and benefits
given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(i) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(j) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture. 
 (k) The right of the Trustee or an Agent to perform any discretionary
act enumerated in this Indenture shall not be construed as a duty. Unless instructed by the requisite Holders pursuant to the terms of this Indenture, the Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the
covenants contained in Article 4 herein or to make any calculation in connection therewith or in connection with any redemption of the Notes. In addition, except as otherwise expressly provided herein, the Trustee shall have no obligation to monitor
or verify compliance by the Issuer or any Guarantor with any other obligation or covenant under this Indenture. 
 (l) The Trustee shall not
be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, premium, if any, or interest on, any Note) unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a Default (and stating the occurrence of a Default or Event of Default) is received by the Trustee at the corporate trust office of the Trustee as set forth in
Section 13.02, and such notice references the Notes and this Indenture; 
 (m) The Trustee shall not be required to give any bond or
surety in respect of the execution of the trusts and powers under this Indenture. 
 SECTION 7.03. Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the
same with like rights. However, the Trustee must comply with Sections 7.09 and 7.10. 

  
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 SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any
statement of the Issuer or any Guarantor in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. 

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing with respect to the Notes and if it is actually known to a
Trust Officer, the Trustee shall mail or electronically transmit to each Holder of the Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on the Notes, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the
notice is in the interests of the Holders. 
 SECTION 7.06. Compensation and Indemnity. The Issuer shall pay to the Trustee from
time to time compensation for its services, as agreed in writing among the parties. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred or made by it (including attorney’s fees and expenses), including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer and each Guarantor, jointly and severally
shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance
of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted by the
Issuer, any Guarantor, any Holder or any other Person). The Trustee shall have no liability or responsibility for any action or inaction on the part of any Paying Agent, Registrar, authentication agent (aside from the Trustee acting in such
capacities and subject to the terms hereof) or any successor trustee or the Custodian. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in
the defense. Such indemnified parties may have separate counsel and the Issuer and the Guarantors, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses
if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense.
The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith as proven by a court of competent jurisdiction.

 To secure the Issuer’s and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the
Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. 

  
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 The Issuer’s and the Guarantors’ payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(g) or (h) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

 SECTION 7.07. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of
a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if: 

(i) the Trustee fails to comply with Section 7.09; 

(ii) the Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Trustee or its property; or 

(iv) the Trustee otherwise becomes incapable of acting. 

(b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. 

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail or electronically transmit a notice
of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06. 

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) If the Trustee fails to comply with Section 7.09, unless the Trustee’s duty to resign is stayed as provided in
Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.06 shall
continue for the benefit of the retiring Trustee. 

  
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 SECTION 7.08. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 

SECTION 7.09. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the
TIA. The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for
a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of Notes issued under this Indenture
and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer is outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met.

 SECTION 7.10. Preferential Collection of Claims Against Issuer. The Trustee shall comply with Section 311 (a) of the
TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311 (a) of the TIA to the extent indicated. 

ARTICLE 8 
 DISCHARGE OF
INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be
discharged and shall cease to be of further effect (except as to surviving rights of registration or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes and the obligations under this Indenture
with respect to the Holders of the Notes when: 
 (i) either (a) all the Notes theretofore authenticated under this
Indenture and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the
Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes under this Indenture (i) have become due and payable, (ii) shall become due and payable at their


  
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Stated Maturity within one year or (iii) if redeemable at the option of the Issuer, have been called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; 
 (ii) the Issuer has and/or the
Guarantors have paid all other sums payable under this Indenture; and 
 (iii) the Issuer has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

(b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this
Indenture with respect to the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.14 and 4.15 for the benefit of the Notes and the operation of
Section 5.01 and Sections 6.01(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only) and 6.01(i) for the benefit of the Notes (“covenant defeasance
option”). 
 In the event that the Issuer terminates its obligations under the Notes and this Indenture by exercising its legal
defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee shall be terminated simultaneously with the termination of such obligations. 

The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 

If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default
with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect
to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 4.08. Any exercise of the Issuer’s covenant defeasance option or
legal defeasance option shall not have any effect on the Notes and their rights under this Indenture or on the obligations of the Issuer and the Guarantors with respect to the Notes. 

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of
those obligations that the Issuer terminate. 

  
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 (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.06, 7.07 and in this Article 8 shall survive until all the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.06, 8.05 and 8.06 shall survive such
satisfaction and discharge. 
 SECTION 8.02. Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance
option or its covenant defeasance option only if: 
 (i) the Issuer irrevocably deposits in trust with the Trustee in respect
of cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the
principal of, and premium (if any) and interest (including an amount of cash sufficient to pay all PIK Interest) on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date;

 (ii) the Issuer deliver to the Trustee a certificate from a nationally recognized firm of independent accountants
expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as
shall be sufficient to pay principal, premium, if any, and interest (including an amount of cash sufficient to pay all PIK Interest) when due on all the Notes to maturity or redemption, as the case may be; 

(iii) 123 days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(g) or (h) with respect to the Issuer occurs which is continuing at the end of the period; 

(iv) the deposit does not constitute a default under any other agreement binding on the Issuer and its Restricted Subsidiaries;

 (v) the Issuer deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does
not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
 (vi) in the
case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since
the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not
occurred. Notwithstanding the foregoing, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or
(y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; 

  
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 (vii) in the case of the covenant defeasance option, the Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and 

(viii) the Issuer deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. 

(b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date
in accordance with Article 3. 
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or
Government Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from Government Obligations through each Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Notes so discharged or defeased. 
 SECTION 8.04. Repayment to the Issuer. Each
of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or Government Obligations held by it as provided in this Article which, in the written opinion of nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or
defeasance in accordance with this Article. 
 Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay
to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors, and the
Trustee and each Paying Agent shall have no further liability with respect to such monies. 
 SECTION 8.05. Indemnity for Government
Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Obligations or the principal and interest received on such Government Obligations. 

SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or Government Obligations in
accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the
Guarantors’ obligations under this Indenture and the Notes so discharged or defeased shall be revived and 

  
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reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or Government Obligations in
accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on, any such Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money or Government Obligations held by the Trustee or any Paying Agent. 
 ARTICLE
9 
 AMENDMENTS AND WAIVERS 

SECTION 9.01. Without Consent of the Holders. The Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes
without notice to or consent of any Holder: 
 (i) to cure any ambiguity, omission, defect or inconsistency; 

(ii) to provide for the assumption by a Successor Issuer of the obligations of the Issuer under this Indenture and the Notes in
compliance with Article 5; 
 (iii) to provide for the assumption by a Successor Guarantor of the obligations of a
Guarantor under this Indenture and its Guarantee in compliance with Article 5 of this Indenture; 
 (iv) to provide for
uncertificated Notes in addition to or in place of certificated Notes (provided, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code); 
 (v) to add Guarantees with respect to the Notes or to secure the
Notes; 
 (vi) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power
conferred upon the Issuer; 
 (vii) to make any change that does not adversely affect the rights of any Holder; 

(viii) to effect any provision of this Indenture; 

(ix) to make certain changes to this Indenture to provide for the issuance of Additional Notes; or 

(x) to provide for the issuance of PIK Notes or the increase of the principal amount of the Notes to pay PIK Interest in
accordance with the terms of this Indenture. 
 After an amendment under this Section 9.01 becomes effective, the Issuer shall send or
cause to be sent to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 

  
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 SECTION 9.02. With Consent of the Holders. (a) The Issuer and the Trustee may
amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange
for the Notes) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection
with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: 

(i) reduce the amount of Notes whose Holders must consent to an amendment, 

(ii) reduce the rate of or extend the time for payment of interest on any Note, 

(iii) reduce the principal of or change the Stated Maturity of any Note, 

(iv) reduce the premium payable upon the redemption or repurchase of any Note or change the time when any Note may be redeemed
in accordance with Article 3 or Paragraph 5 of the form of Note attached to Appendix A hereto or required to be repurchased in accordance with Section 4.06, 4.08 or 4.15, 

(v) make any Note payable in money other than that stated in such Note, 

(vi) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s
Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, 

(vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions, 

(viii) expressly subordinate the Notes or any Guarantee thereof to any other Indebtedness of the Issuer or any Guarantor, or

 (ix) modify the Guarantees in any manner adverse to the Holders. 

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance thereof. 
 (b) After an amendment under this Section 9.02
becomes effective, the Issuer shall mail or electronically transmit (or cause to be mailed or electronically transmitted) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this Section 9.02. 

  
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 SECTION 9.03. Revocation and Effect of Consents and Waivers. (a) A consent to an
amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not
made on the Note. However, any such Holder (or subsequent Holder, so long as no record date was set) may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the
date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or
waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of Notes, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any
indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee. 

(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such
consent shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.04. Notation on or Exchange of
Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Trustee. The Trustee may at the direction of the Issuer place an appropriate notation on the Note
regarding the changed terms and return it to the Holder. Alternatively, if the Issuer so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate, upon receipt of an Authentication Order, a new Note that
reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver. 

SECTION 9.05. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this
Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity
satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or
permitted by this Indenture and that such amendment, supplement or waiver is the valid and binding obligation of the Issuer and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof. 
 SECTION 9.06. Payment for Consent. Affinion Holdings will not and the Issuer shall not, and shall not
permit any of the Subsidiaries of the Issuer to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.


  
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 SECTION 9.07. Additional Voting Terms; Calculation of Principal Amount. Except as
expressly provided in this Indenture, including under Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class. Determinations as to whether Holders
of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article Nine and Section 2.14. 

ARTICLE 10 
 GUARANTEES

 SECTION 10.01. Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety on a senior basis, to each Holder and to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf), and the Trustee’s
successor and assigns (or the successor and assign of any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) (i) the full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee (or any Paying Agent, Registrar, authenticating agent and transfer agent acting on the Trustee’s behalf) and
the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under
this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. 
 (b) Each Guarantor waives presentation to,
demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of
each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, any
Transaction Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, any Transaction Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Notes, any Transaction Document or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any
Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). 

  
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 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations
hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other
Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may
be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. 
 (d) Each Guarantor further
agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations. 
 (e) Except as expressly set forth in Sections 8.01(b), 10.02, 10.06 and 10.08, the
obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense
of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each
Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, any Transaction Document or any other
agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might
in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. 

(f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations.
Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. 
 (g) In furtherance
of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation
when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. 

  
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 (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation
to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. 
 (i) Each Guarantor also agrees to
pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

(j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 10.02. Limitation on
Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount
that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

 (b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall
be deemed to be released from all obligations under this Article 10 upon: 
 (i) in the case of a Subsidiary Guarantor,
the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of such Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale,
disposition or other transfer is made in compliance with this Indenture; 
 (ii) in the case of a Subsidiary Guarantor, the
Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; or 

(iii) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations
under this Indenture are otherwise discharged in accordance with Section 8.01(a). 
 SECTION 10.03. Successors and Assigns.
This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 


  
 -99- 








 SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.
The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or
otherwise. 
 SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article 10, nor
the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors. Each Person which is required to become a Guarantor
after the Issue Date pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Appendix B hereto pursuant to which such Person shall become a Guarantor under this Article 10 and
shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’
rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its
terms. 
 SECTION 10.07. Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 10.01, each
Guarantor agrees that this Indenture or a supplemental indenture in substantially the form attached hereto as Exhibit B shall be executed on behalf of such Guarantor by an Officer of such Guarantor (or, if an Officer is not available, by a board
member or director) on behalf of such Guarantor by manual or facsimile signature. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the
endorsement of any notation of such Guarantee on the Notes until such Guarantee is released in accordance with the terms of this Indenture. In case the Officer, board member or director of such Guarantor whose signature is on this Indenture or such
supplemental indenture, as applicable, no longer holds office at the time the Trustee authenticates any Note, the Guarantee shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of the Guarantors. 

  
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 SECTION 10.08. Limitation on Guarantees of Certain Foreign Subsidiaries. 

(a) If and to the extent that a Guarantor incorporated under the laws of Switzerland (for the purpose of this Section 10.08, a
“Swiss Guarantor”) under this Indenture guarantees or otherwise secures obligations other than obligations of one of its direct or indirect subsidiaries (i.e. obligations of such Swiss Guarantor’s direct or indirect parent
companies (up-stream liabilities) or sister companies (cross-stream liabilities)) (the “Restricted Obligations”) and that the making of a payment in fulfilling the guarantee obligations under
this Indenture with respect to Restricted Obligations would under Swiss corporate law (inter alia, prohibiting capital repayments or restricting distributions), at the time payment is due, not be permitted, then such obligations and payment amount
shall from time to time be limited to the amount permitted to be paid under Swiss corporate law; provided that such limited amount shall at no time be less than such Swiss Guarantor’s distributable capital at the time or times payment under or
pursuant to this Indenture is requested from such Swiss Guarantor, and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release such Swiss Guarantor from payment obligations
hereunder in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. Any and all indemnities and other financial undertakings assumed by a Swiss Guarantor under
this Indenture shall be construed in a manner consistent with the provisions of this Section 10.08. 
 (b) In case a Swiss Guarantor
must make a payment in respect of Restricted Obligations under this Indenture and is obliged to withhold Swiss withholding tax (Verrechnungssteuer) (“Swiss Withholding Tax”) in respect of such payment, such Swiss Guarantor
shall: 
 (i) procure that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss
Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax; 

(ii) if the notification procedure pursuant to sub-paragraph (i) above does not
apply, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to sub-paragraph (i) above applies for a part of the
Swiss Withholding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay
any such taxes to the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung); 
 (iii) notify the
Trustee that such notification, or as the case may be, deduction has been made and provide the Trustee with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been
paid to the Swiss Federal Tax Administration; 
 (iv) in the case of a deduction of Swiss Withholding Tax: 

  
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 (1) use its best efforts to ensure that any person other than a Holder, which is
entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment in respect of Restricted Obligations, will, as soon as possible after such deduction (A) request a refund of the Swiss Withholding Tax under applicable
law (including tax treaties) and (B) pay to the Trustee upon receipt any amounts so refunded; and 
 (2) if a Holder is
entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment, and if requested by such Holder, shall provide such Holder those documents that are required by law and applicable tax treaties to be provided by the payer
of such tax, for such Holder, to prepare a claim for refund of Swiss Withholding Tax. 
 (c) If a Swiss Guarantor is obliged to withhold
Swiss Withholding Tax in accordance with paragraph (b) above, the guarantee and any other indemnity granted by such Swiss Guarantor under this Indenture may not be enforced and/or proceeds therefrom against the Restricted Obligations may not be
applied in an amount greater than that which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the
maximum amount of the freely distributable capital of such Swiss Guarantor as set out in paragraph (a) above. 
 (d) If and to the
extent requested by the Trustee, at the direction of the Holders of at least 25% in principal amount outstanding of the Notes, or if and to the extent required under Swiss mandatory law (with regards to restricting distributions) applicable at the
relevant time, in order to allow the Trustee (and the Holders) to obtain a maximum benefit under this Guarantee, the Swiss Guarantor shall, and any parent company of such Swiss Guarantor being a party to this Indenture shall procure that such Swiss
Guarantor will, promptly implement all such measures and/or promptly procure the fulfilment of all prerequisites allowing it to promptly make the (requested) payment(s) hereunder from time to time, including the following: 

(i) preparation of an up-to-date audited
balance sheet of the Swiss Guarantor; 
 (ii) obtain a confirmation of the auditors of the Swiss Guarantor confirming the
maximum amount of the freely distributable capital; 
 (iii) approval by a shareholders’ meeting of the Swiss Guarantor
of the (resulting) distribution; 
 (iv) to the extent permitted by applicable law, write up or realize any of the Swiss
Guarantor’s assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for the Swiss Guarantor’s
business (nicht betriebsnotwendig); and 
 (v) all such other measures necessary or useful to allow the Swiss
Guarantor to make the payments and perform the obligations hereunder with a minimum of limitations. 

  
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 ARTICLE 11 

[INTENTIONALLY OMITTED] 

ARTICLE 12 
 [INTENTIONALLY
OMITTED] 
 ARTICLE 13 

MISCELLANEOUS 

SECTION 13.01. [Reserved]. 

SECTION 13.02. Notices. (a) Any notice or communication required or permitted hereunder shall be in writing and delivered in
person, via facsimile, electronically transmitted or mailed by first-class mail addressed as follows: 
 if to the Issuer or a Guarantor:

 Affinion Group, Inc. 
 6 High
Ridge Park 
 Stamford, CT 06905 

Attention of: General Counsel 

Facsimile: (203) 956-1206 

if to the Trustee: 
 Wilmington
Trust, National Association 
 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 

Attention of: Affinion Account Manager 

Facsimile: 612-217-5651 

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

(b) Any notice or communication mailed to a Holder shall be mailed, first class mail or electronically transmitted, to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed or electronically transmitted within the time prescribed. 

(c) Failure to mail or electronically transmit a notice or communication to a Holder or any defect in it shall not affect its sufficiency with
respect to other Holders. If a notice or communication is mailed or electronically transmitted in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if
received. 

  
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 (d) Notwithstanding any other provision of this Indenture or any Note, where this Indenture or
any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository for such Note (or its
designee) pursuant to the standing instructions from such Depository. 
 SECTION 13.03. [Reserved]. 

SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to
take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee: 

(a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such
conditions precedent have been complied with. 
 SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate
or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 

(a) a statement that the individual making such certificate or opinion has read such covenant or condition; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 

SECTION 13.06. When Notes Disregarded. (i) In determining whether the Holders of the required principal amount of Notes have
concurred in any request, demand, authorization, notice, direction, amendment, supplement, waiver or consent, Notes owned of record or beneficially by the Issuer, Affinion Holdings or any Affiliate of the Issuer or any other


  
 -104- 








 
obligor of the Notes shall be considered as though they are not outstanding (but the Notes owned of record or beneficially owned by any Specified Holder shall be deemed outstanding for all
purposes under this Indenture) and (ii) in determining whether the Trustee shall be protected in relying on any such request, demand, authorization, notice, direction, amendment, supplement, waiver or consent, only Notes owned by the Issuer,
Affinion Holdings, Affiliates of the Issuer (other than by any Specified Holder) or any other obligor on the Notes which a Trust Officer of the Trustee actually knows are so owned shall be considered as though they are not outstanding. 

SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of
the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 
 SECTION 13.08. Legal Holidays.
If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for
the intervening period. If a regular record date is not a Business Day, the record date shall not be affected. 
 SECTION 13.09.
Governing Law; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF. EACH OF THE ISSUER,
THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 13.10. No Recourse Against Others. No director, officer, employee, incorporator
or holder of any Equity Interests in the Issuer, as such, shall have any liability for any obligations of the Issuer under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 SECTION 13.11. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 13.12. Multiple Originals. The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes. One signed copy is enough to prove this Indenture. 

  
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 SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof. 
 SECTION 13.14. Indenture Controls. If and to the extent that any provision of
the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control. 

SECTION 13.15. Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 

SECTION 13.16. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions. (a) U.S. Dollars are the sole
currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes, the Guarantees and this Indenture, including damages related thereto. Any amount received or recovered in a currency other
than U.S. Dollars by a Holder (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of
any sum expressed to be due to it from the Issuer or a Guarantor shall only constitute a discharge to the Issuer or any such Guarantor to the extent of the U.S. Dollar amount, which the recipient is able to purchase with the amount so received
or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Dollar amount is less than the
U.S. Dollar amount expressed to be due to the recipient under the Notes, the Issuer and the Guarantors shall indemnify it against any loss sustained by it as a result as set forth in Section 13.16(b). In any event, the Issuer and the
Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 13.16, it shall be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of
information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been
practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). 

(b) The Issuer and the Guarantors, jointly and severally, covenant and agree that the following provisions shall apply to conversion of
currency in the case of the Notes, the Guarantees and this Indenture: 
 (1) (A) If for the purpose of obtaining judgment in,
or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall
be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). 

  
 -106- 








 (B) If there is a change in the rate of exchange prevailing between the Business
Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer and the Guarantors shall pay such
additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base
Currency originally due. 
 (2) In the event of the winding-up of the Issuer or any
Guarantor at any time while any amount or damages owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the Guarantors shall indemnify and hold the
Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the foreign currency equivalent of the amount due or contingently due under the Notes, the
Guarantees and this Indenture (other than under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the winding-up of the Issuer or any Guarantor shall be the date
fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer or such Guarantor may be ascertained for such
winding-up prior to payment by the liquidator or otherwise in respect thereto. 
 (A)
The obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this Section 13.16 shall constitute separate and independent obligations from the other obligations of the Issuer and the Guarantors under this Indenture, shall give rise to
separate and independent causes of action against the Issuer and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect
notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection
(b)(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the
Issuer or any Guarantor or the liquidator or otherwise or any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final
date and the date of any liquidating distribution. 
 (B) The term “rate(s) of exchange” shall mean the rate
of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of
exchange payable. 

  
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 SECTION 13.17. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance
with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements
of the U.S.A. Patriot Act. 
 SECTION 13.18. Consent to Jurisdiction and Service of Process. 

(a) Each of the parties hereto hereby irrevocably consents to the jurisdiction of any court of the State of New York or any United States
Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any court thereof, in respect of actions, suits or proceedings brought against such party as a
defendant arising out of or relating to this Indenture, the Notes, the Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”), and waives any immunity (to the fullest extent permitted by applicable law) from
the jurisdiction of such courts over any Proceeding that may be brought in connection with this Indenture, the Notes or the Guarantees and any right to which it may be entitled on account of place of residence or domicile. Each of the parties hereto
irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought
in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that final judgment in any such Proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the
jurisdiction of which such party is subject by a suit upon judgment; provided, in the case of the Issuer and the Guarantors, that service of process is effected upon the Issuer and the Guarantors in the manner provided in this Indenture. 

(b) Each Foreign Subsidiary Guarantor agrees that service of all writs, process and summonses in any suit, action or proceeding brought in
connection with this Indenture, the Notes and the Guarantees against the any Foreign Subsidiary Guarantor in any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New
York, may be made upon the Issuer located at 6 High Ridge Park, Stamford, CT 06905, whom each Foreign Subsidiary Guarantor irrevocably appoints as its authorized agent for service of process. Each Foreign Subsidiary Guarantor represents and warrants
that the Issuer, the authorized representative of each Foreign Subsidiary Guarantor in the United States, has agreed to act as the agent for service of process for each Foreign Subsidiary Guarantor. Each Foreign Subsidiary Guarantor agrees that such
appointment shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by any Foreign Subsidiary Guarantor of a successor in The City of New York as its authorized agent for such purpose and the
acceptance of such appointment by such successor. Each Foreign Subsidiary Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full
force and effect as aforesaid. If the Issuer shall cease to act as the agent for service of process for any Foreign Subsidiary Guarantor, such Foreign Subsidiary Guarantor shall appoint without delay another such agent and provide prompt written
notice to the Trustee of such appointment. With 

  
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respect to such action in any court of the State of New York or any United State Federal court, in each case, in the Borough of Manhattan, The City of New York, service of process on the Issuer
as the authorized agent of each Foreign Subsidiary Guarantor for service of process, and written notice of such service to such Foreign Subsidiary Guarantor, shall be deemed, in every respect, effective service of process upon such Foreign
Subsidiary Guarantor. 
 SECTION 13.19. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
  

  
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 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above. 
  

			
	ISSUER:
	
	AFFINION GROUP, INC.
		
	By:	 	 /s/ Gregory S. Miller

		 	Name:  Gregory S. Miller
		 	 Title:    Executive Vice President and Chief  Financial
Officer



 [AGI New Notes Indenture – Signature Page] 







  

					
	 GUARANTORS:
  

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.



 
					
		
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	Executive Vice President and Chief Financial Officer


 [AGI New Notes Indenture – Signature Page] 







  

			
	AFFINION INVESTMENTS, LLC
		
	By:	 	Affinion Group, Inc., its non-economic managing member


  

					
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	Executive Vice President and Chief Financial Officer


  

	
	AFFINION NET PATENTS, INC.


  

					
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	Secretary and Treasurer


  

	
	CONNCCONNEXIONS LOYALTY ACQUISITION, LLC


  

					
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	Vice President and Treasurer


  

	
	CUC ASIA HOLDINGS, by its partners:
	
	         TRILEGIANT CORPORATION


  

					
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	Executive Vice President and Chief Financial Officer


  

	
	and
	
	TRILEGIANT RETAIL SERVICES, INC.


  

					
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	 Executive Vice President and Chief
 Financial
Officer



 [AGI New Notes Indenture – Signature Page] 








					
	INCENTIVE NETWORKS LLC
		
	By:	 	 /s/ Gregory S. Miller

		 	Name:	 	Gregory S. Miller
		 	Title:	 	Chief Financial Officer


  

					
	AFFINION INTERNATIONAL HOLDINGS LIMITED
		
	By:	 	 /s/ Michele Conforti

		 	Name:	 	Michele Conforti
		 	Title:	 	President and Managing Director, Global Customer Engagement


  

					
	AFFINION INTERNATIONAL LIMITED
		
	By:	 	 /s/ Michele Conforti

		 	Name:	 	Michele Conforti
		 	Title:	 	President and Managing Director


  

					
	AFFINION INTERNATIONAL TRAVEL HOLDCO LIMITED
		
	By:	 	 /s/ Michele Conforti

		 	Name:	 	Michele Conforti
		 	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


 [AGI New Notes Indenture – Signature Page] 







 
					
	AFFINION INTERNATIONAL B.V. 
		
	By:	 	 /s/ Richard Kemperman

		 	Name:	 	Richard Kemperman
		 	Title:	 	Director


  

					
	BASSAE HOLDING B.V. 
		
	By:	 	 /s/ Richard Kemperman

		 	Name:	 	Richard Kemperman
		 	Title:	 	Director


  

					
	WEBLOYALTY HOLDINGS COÖPERATIEF U.A.
		
	By:	 	 /s/ Richard Kemperman

		 	Name:	 	Richard Kemperman
		 	Title:	 	Director


  

					
	WEBLOYALTY INTERNATIONAL SÀRL
		
	By:	 	 /s/ Martin Child

		 	Name:	 	Martin Child
		 	Title:	 	Executive Vice President and President, Global Customer Engagement Revenue Enhancement


 [AGI New Notes Indenture – Signature Page] 







 
			
	TRUSTEE:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Lynn M. Steiner

		 	Name:   Lynn M. Steiner
		 	Title:     Vice President


 [AGI New Notes Indenture – Signature Page] 







 APPENDIX A 

(Rule 144A/REGULATION S/IAI APPENDIX) 

PROVISIONS RELATING TO INITIAL NOTES, PIK NOTES AND ADDITIONAL NOTES 

1. Definitions 
 1.1 Definitions

 For the purposes of this Appendix the following terms shall have the meanings indicated below. Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture. 
 “Applicable Procedures” means, with respect to any
transfer or transaction involving a Regulation S Global Note or beneficial interest therein during the Distribution Compliance Period, the rules and procedures of the Depository for such a Regulation S Global Note, to the extent applicable to such
transaction and as in effect from time to time. 
 “Definitive Note” means a certificated Initial Note or PIK Note or
Additional Note bearing, if required, the appropriate restricted notes legend set forth in Section 2.3(e). 

“Depository” means The Depository Trust Company, its nominees and their respective successors. 

“Distribution Compliance Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and
including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such
Notes. 
 “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3), (7) and
(8) of Regulation D under the Securities Act. 
 “Notes Custodian” means the custodian with respect to a Global Note
(as appointed by the Depository), or any successor Person thereto, and shall initially be the Trustee. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Rule 144” means Rule 144 as promulgated under the
Securities Act. 
 “Transfer Restricted Notes” means Notes that bear or are required to bear a legend relating to
restrictions on transfer relating to the Securities Act set forth in Section 2.3(e). 







 1.2 Other Definitions 

 

			
	 Term
	  	 Defined in Section:

	 “Agent Members”
	  	2.1(b)
	 “Authentication Order”
	  	2.2
	 “Eligible Holders”
	  	2.1(a)
	 “Global Note”
	  	2.1 (a)
	 “IAI Global Note”
	  	2.1 (a)
	 “Regulation S”
	  	2.1 (a)
	 “Regulation S Global Note”
	  	2.1 (a)
	 “Rule 144A”
	  	2.1 (a)
	 “Rule 144A Global Note”
	  	2.1 (a)

 2. The Notes 

2.1 (a) Form and Dating. The Initial Notes issued on the date hereof will be privately placed by the Issuer pursuant to the terms and
provisions of the Offering Memorandum and the Investor Purchase Agreement only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”), (ii) Persons other than U.S. Persons (as defined in Regulation S) in
reliance on Regulation S under the Securities Act (“Regulation S”) or (iii) institutional accredited investors as described in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act (collectively, the
“Eligible Holders”). Initial Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially issued
pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially issued to IAIs shall be
issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in
the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted
notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly
executed by the Issuer and authenticated by the Trustee as provided in this Indenture. 
 Beneficial interests in Regulation S Global Notes
(after the expiration of the Distribution Compliance Period) or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and
(2) the transferor of the beneficial interest in the Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that the beneficial
interest in the Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable laws of the States of the United States and other jurisdictions. 

  
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 Beneficial interests in Regulation S Global Notes (after the expiration of the Distribution
Compliance Period) and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the Notes in compliance with an exemption under the Securities Act and (2) the
transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 3) to the effect that (A) the Regulation S Global Note or Rule
144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3), (7) and (8) under the Securities Act that is an institutional investor acquiring the Notes for its own
account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in
violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. 

Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an
interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (substantially in the form of Exhibit 4) to the effect
that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). 
 The Rule 144A Global
Note, the IAI Global Note and the Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter provided. 
 (b)
Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. 

The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more
Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such
Depository’s instructions or held by the Trustee as custodian for the Depository. 
 Members of, or participants in, the Depository
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuer, the
Trustee and any agent of the Issuer, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its
Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

  
 3 








 (c) Definitive Notes. Except as provided in this Section 2.1 or Section 2.3 or
2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. 
 2.2
Authentication 
 The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of
$532,616,637 of Initial Notes and (2) any Additional Notes or PIK Notes for an original issue in an aggregate principal amount specified in a written order of the Issuer (an “Authentication Order”) signed by one Officer
pursuant to Section 2.03 of this Indenture, in each case upon an Authentication Order of the Issuer signed by one Officer. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is
to be authenticated and, in the case of any issuance of Additional Notes or PIK Notes pursuant to Section 2.01 of this Indenture, shall certify that such issuance is in compliance with Section 4.03 of this Indenture. 

2.3 Transfer and Exchange 

(a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request: 

(x) to register the transfer of such Definitive Notes; or 

(y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, 

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange: 
 (i) shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and 

(ii) if such Definitive Notes are required to bear a restricted notes legend, they are being transferred or exchanged pursuant
to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: 

(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder,
without transfer, a certification from such Holder to that effect; or 
 (B) if such Definitive Notes are being transferred
to the Issuer, a certification to that effect; or 

  
 4 








 (C) if such Definitive Notes are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the
form set forth on the reverse of the Note) and (ii) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i). 
 (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive
Note may not be exchanged for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly
endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: 
 (i)
certification, in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after
expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Regulation S Global Note;
and 
 (ii) if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an opinion of counsel in
form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the applicable restricted notes legend is no longer required
in order to maintain compliance with the Securities Act, 
 then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to
cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI Global Note or Regulation S Global
Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A
Global Note, IAI Global Note or Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes, IAI Global Notes or Regulation S Global Notes, as applicable, are then
outstanding, the Issuer shall issue and the Trustee shall authenticate, upon receipt of an Authentication Order, a new Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount. 

(c) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in
accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to


  
 5 








 
the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial
interest in the Global Note. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account
of the Person making the transfer the beneficial interest in the Global Note being transferred. 
 (ii) If the proposed
transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global
Note from which such interest is being transferred. 
 (iii) Notwithstanding any other provisions of this Appendix (other
than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or
by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 
 (iv) In the
event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 of this Appendix, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this
Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case
may be) and such other procedures as may from time to time be adopted by the Issuer. 
 (v) In the event that a Transfer
Restricted Note represented by a Global Note is exchanged for an unrestricted Global Note pursuant to this Section 2.3, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions
hereof (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be)
and such other procedures as may from time to time be adopted by the Issuer. 
 (d) Restrictions on Transfer of Regulation S Global
Notes. During the Distribution Compliance Period, beneficial ownership interests in Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Issuer, (ii) in an
offshore transaction in accordance with Regulation S, (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States. 

  
 6 








 (e) Legend. 

(i) Except as permitted by the following paragraph (ii), each Note certificate evidencing the Global Notes (and all Notes
issued in exchange therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation S, shall bear a legend in substantially the following form: 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) TO THE ISSUER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) TO AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3), (7) OR (8) OF REGULATION D UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE WITH A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER SHALL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 

Each certificate evidencing a Note offered in reliance on Regulation S shall, in lieu of the foregoing, bear a legend in
substantially the following form: 

  
 7 








 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 

Each Definitive Note shall also bear the following additional legend: 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 (ii) Upon any
sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer
Restricted Note for a certificated Note (which shall be issued and authenticated in accordance with the relevant provisions in the Indenture) that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer
Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note). 

(iii) Each certificate evidencing a Note shall, in addition to the foregoing, bear a legend in substantially the following
form. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes
Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction. 
 (f)
No Obligation of the Trustee. 

  
 8 








 (i) The Trustee shall have no responsibility or obligation to any beneficial
owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in
the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes.
All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of
a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its members, participants and any beneficial owners. 
 (ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

2.4 Certificated Notes 

(a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3
hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a
“clearing agency” registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Issuer within 90 days of such notice, or (ii) a Default or Event of Default has occurred and is continuing and the
Depository requests such exchange or (iii) the Issuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture. 

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its corporate trust office, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an
equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $1.00 principal
amount and any integral multiple of $1.00 and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by
Section 2.3(e) hereof, bear the applicable restricted notes legend and definitive note legend set forth in Exhibit 1 hereto. 

  
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 (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global
Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

 (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Issuer shall promptly make available
to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that such Definitive Notes are not issued, the Issuer expressly acknowledges, with respect to the right of any Holder
to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such
Definitive Notes had been issued. 

  
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 EXHIBIT 1 to APPENDIX A (Rule 144A/Regulation S/IAI APPENDIX) 

[FORM OF FACE OF INITIAL NOTE OR ADDITIONAL NOTE OR PIK NOTE] 

[Global Notes Legend] 
 UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

[FOR REGULATION S GLOBAL NOTE ONLY] [UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF NOTES
WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN
ACCORDANCE WITH RULE 144A THEREUNDER.] 
 [Restricted Notes Legend for Notes Offered Otherwise than in Reliance 

on Regulation S] 
 THIS NOTE (OR
ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. 







 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUER, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), (7) OR (8) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES
LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI)
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER SHALL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE. 
 [Restricted Notes Legend for Notes Offered in Reliance on Regulation S] 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND MAY
NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
 EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS
IN THIS REGULATION S GLOBAL NOTE SHALL NOT BE EXCHANGEABLE FOR INTERESTS IN ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT
SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE ISSUER, (II) OUTSIDE THE UNITED STATES IN A
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 

  
 2 








 
SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS REGULATION S GLOBAL NOTE SHALL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. 

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR
INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN
CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND OTHER JURISDICTIONS. 
 AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS
REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF
THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3), (7) OR (8) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF
THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 

BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN
INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE
FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE). 

  
 3 








 [Definitive Notes Legend] 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
 4 








 AFFINION GROUP, INC. 

Senior Cash 12.5% / PIK Step-Up to 15.5% Notes due 2022 

144A CUSIP No. 00828D AP6 
 and ISIN
No. US00828DAP69 
 IAI CUSIP No. 00828D AQ4 

and ISIN No. US00828DAQ43 
 REG S
CUSIP No. U00831 AF1 
 and ISIN No. USU00831AF19 

			
	No. [    ]	 	$ [                ]

 AFFINION GROUP, INC., a Delaware corporation, promises to pay to CEDE & CO., or its registered
assigns, the principal sum of [     ] Dollars ($[     ]) [, as revised by the Schedule of Increases or Decreases in Global Note attached
hereto,]1 on November 10, 2022. 
 Interest Payment Dates: May 10, and
November 10 
 Record Dates: April 25 and October 25 

Additional provisions of this Note are set forth on the other side of this Note. 

Dated: May 10, 2017 
 [SIGNATURE PAGE
FOLLOWS] 
  

	1 	To be included in Global Notes only. 


  
 5 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

Dated: May 10, 2017 
 AFFINION GROUP, INC., as Issuer 

By ________________________________ 

      Name: Gregory S. Miller 

      Title: Executive Vice President and Chief Financial Officer 

TRUSTEE’S CERTIFICATE OF 
 AUTHENTICATION 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

        as Trustee, certifies that this is one of the Notes 

        referred to in the Indenture. 

By_______________________________________ 

                Authorized Signatory 

Dated: 







 [FORM OF REVERSE SIDE OF INITIAL NOTE OR ADDITIONAL NOTE] 

Senior Cash 12.5% / PIK Step-Up to 15.5% Notes due 2022 

 

	1.	Interest 

 Affinion Group, Inc., a Delaware corporation (such Person, and its respective
successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”) promises to pay interest on the principal amount of this Note at a rate per annum indicated below. The Issuer shall pay interest
semiannually in arrears to the holders of the Notes on May 10 and November 10 of each year, commencing on November 10, 2017. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including the Issue Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Issuer shall
pay interest on overdue principal at the rate borne by this Note plus 1.0% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

For any interest payment period ending on or prior to the date that is the 18-month anniversary of the
Issue Date, the Issuer may, at its option, elect to pay scheduled payments of interest on the Notes (1) entirely in cash (“Cash Interest”) or (2) entirely by increasing the principal amount of the outstanding Notes or by
issuing PIK Notes (“PIK Interest”). The initial interest payment shall be payable entirely in PIK Interest, and all successive interest payments shall be made as set forth in the Indenture and this Paragraph 1 of the Note. 

For any interest payment period ending after the date that is the 18 month anniversary of the Issue Date, (i) if immediately after giving
effect to such interest payment, on a pro forma basis after giving effect to such payment, the Issuer’s Senior Secured Leverage Ratio would be less than or equal to 4.375 to 1.000, the Issuer’s Consolidated Fixed Charge Coverage Ratio
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 the Issuer immediately preceding the scheduled interest payment date for which internal financial statements are
available, and the Issuer’s Average Liquidity less the amount of the anticipated cash interest payment is equal to or greater than $80,000,000 as of the record date for such interest payment, then the Issuer shall be required to pay interest on
the Notes for such interest period entirely in Cash Interest, (ii) if immediately after giving effect to such interest payment, on a pro forma basis after giving effect to such payment, the Issuer’s Senior Secured Leverage Ratio would be
less than or equal to 4.375 to 1.000, the Issuer’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 the Issuer immediately preceding the scheduled interest payment date for which internal financial statements are available, and the Issuer’s Average Liquidity less the amount of the anticipated cash interest payment is equal to or
greater than $80,000,000 as of the record date for such interest payment, then the Issuer shall be required to pay interest on the Notes for such interest period as a combination of Cash Interest and PIK Interest (“Combined
Interest”) and (iii) if immediately after giving effect to such interest payment, on a pro forma basis, the Issuer’s Senior Secured Leverage Ratio would be greater than 4.375 to 1.000, the Issuer’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 the Issuer immediately 

  
 7 








 
preceding the scheduled interest payment date for which internal financial statements are available, or the Issuer’s Average Liquidity less the amount of the anticipated cash interest
payment is less than $80,000,000 as of the record date for such interest payment, then the Issuer may elect to pay interest on the Notes for such interest period as PIK Interest; provided that, for the avoidance of doubt, if the
aforementioned ratios are satisfied and require the Issuer to either pay Cash Interest or Combined Interest for any interest period, as applicable, any restriction in the Credit Agreement on the payment of such interest shall not relieve the Issuer
of such obligation to pay Cash Interest or Combined Interest, as applicable, for such interest period and the Issuer 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 Credit Agreement (including, without limitation, any required repayment of outstanding borrowings under the revolving facility under the Credit Agreement). 

Cash Interest on the Notes shall accrue at a rate of 12.50% per annum and be payable in cash. 

PIK Interest on the Notes shall accrue at a rate per annum of: 
  

	 	(i)	for any interest payment period ending on or prior to the date that is the 18 month anniversary of the Issue Date, 14.00%; 

  

	 	(ii)	for any interest payment period ending after the date that is the 18 month anniversary of the Issue Date but on or a prior to the date that is the 30 month anniversary of the Issue Date, 14.75%; and 


 

	 	(iii)	for any interest payment period ending after the date that is the 30 month anniversary of the Issue Date, 15.50%. 


Combined Interest on the Notes shall be payable in Cash Interest and PIK Interest, the Cash Interest portion of which will accrue at a rate of
6.50% per annum and the PIK Interest portion of which will accrue at a rate of 7.50% per annum. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of business on the April 25 or October 25 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest
payment date. Holders of Definitive Notes must surrender their Definitive Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal and Cash Interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Cash payments in respect of the Notes represented by a Global Note (including principal, premium and interest (excluding PIK Interest)) shall be made by wire transfer of immediately available funds to
the accounts specified by the Depository. The Issuer, or the Paying Agent on behalf of the Issuer, shall make all cash payments in respect of a certificated Note (including principal, premium and interest) by mailing a check to the registered
address of each Holder thereof; provided, however, that cash payments on a certificated Note shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment
by wire transfer by giving written notice to the 

  
 8 








 
Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in
its discretion). At all times, PIK Interest on the Notes shall be payable: (i) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, the Depository (or any successor depository) or its nominee on
the relevant record date, by increasing the principal amount of the outstanding Global Notes, effective as of the applicable interest payment date, by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to
the nearest whole dollar) (“PIK Payment”) at the request of the Issuer to increase the principal amount of the outstanding Global Note and (ii) with respect to Definitive Notes, if any, by issuing PIK Notes in certificated
form, dated as of the applicable interest payment date, in an aggregate principal amount equal to the amount of the PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an
Authentication Order, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of holders. 

Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global 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. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear
interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the same maturity date as the Notes issued on the Issue Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture
and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. 

 

	3.	Paying Agent and Registrar 

 Initially, Wilmington Trust, National Association (the
“Trustee”), shall act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Issuer or any of its domestically
organized Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
  

	4.	Indenture 

 The Issuer issued the Notes under an Indenture dated as of May 10, 2017
(the “Indenture”), among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms. 

The Notes are unsecured obligations of the Issuer and consist of the Senior Cash 12.5% / PIK Step-Up
to 15.5% Notes due 2022 issued on the Issue Date (including any increase in the principal amount of the Notes as a result of payment of PIK Interest) and any Additional Notes and any PIK Notes that may be issued after the Issue Date. The Indenture
contains covenants that, among other things, limit the ability of the Issuer and its Restricted Subsidiaries to Incur or guarantee additional indebtedness, or, in the case of its Restricted Subsidiaries, issue


  
 9 








 
disqualified stock or preferred stock; pay dividends or make distributions on, or redeem or repurchase capital stock of the Issuer or any parent of the Issuer or subordinated indebtedness of the
Issuer and its Restricted Subsidiaries; make investments or acquisitions; engage in transactions with affiliates; create liens; transfer or sell assets; incur restrictions on the ability of its Restricted Subsidiaries to pay dividends or make other
payments to the Issuer; and consolidate, merge or transfer all or substantially all of its assets. These covenants are subject to important exceptions and qualifications contained in the Indenture. In addition, the Indenture contains a covenant that
will restrict Affinion Holdings’ ability to engage in certain businesses or business activities. The Issuer will not be required to deliver any separate reports to Holders or financial statements or other information of the Issuer and its
Restricted Subsidiaries as long as Affinion Holdings is a guarantor of the Notes and files such reports with the Securities and Exchange Commission. 
  

	5.	Optional Redemption 

 (a) At any time prior to May 10, 2020, the Issuer may redeem
the Notes, at its option, in whole at any time or in part from time to time, upon not less than 30 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 Notes plus the Applicable Premium, 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). 
 (b) On and after May 10, 2020, the Issuer may redeem the Notes, at its option, in whole at any time
or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each Holder’s registered address, at the following redemption prices (expressed as a percentage of
principal amount), 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), if redeemed during the 12-month period commencing on May 10 of the years set forth below: 
  

					
	 Year
	  	Redemption
Price	 
	 2020
	  	 	106.250	% 
	 2021
	  	 	103.125	% 
	 2022 and thereafter
	  	 	100.000	% 

 (c) Notwithstanding the foregoing, at any time and from time to time, the Issuer may redeem (such redemption,
a “Specified Equity Event Redemption”) in the aggregate up to 100% of the outstanding aggregate principal amount of the Notes with the net cash proceeds of one or more (a) Equity Offerings by the Issuer or (b) Equity
Offerings by any Parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the


  
 10 








 
Issuer from it (collectively, such net cash proceeds being referred to hereinafter as “Equity Offering Proceeds”), at a redemption price equal to (i) if such redemption is prior to
November 10, 2017, 116% of the principal amount thereof, (ii) if such redemption is on or after November 10, 2017 and on or prior to May 9, 2018, 108% of the principal amount thereof, (iii) if such redemption is on or after
May 10, 2018 and on or prior to May 9, 2019, 102% of the principal amount thereof, (iv) if such redemption is on or after May 10, 2019 and on or prior to May 9, 2022, 101% of the principal amount thereof, and (v) if
such redemption is on or after May 10, 2022, 100% of the principal amount of the Notes thereof, in each case, 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); provided, however, that such redemption shall occur within 60 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60
days’ notice sent electronically or mailed to holders of Notes and otherwise in accordance with the procedures set forth in the Indenture. 

Notice of any such Specified Equity Event Redemption may be given prior to the completion thereof, and any such redemption or notice may, at
the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 

(d) Notwithstanding the foregoing, at any time upon the occurrence of a Change of Control, the Issuer may redeem (such redemption, a
“Change of Control Redemption”) all (but not less than all) of the Notes at a redemption price equal to (i) if such Change of Control occurred prior to November 10, 2017, 116% of the principal amount thereof, (ii) if
such Change of Control occurs on or after November 10, 2017 and on or prior to May 9, 2018, 108% of the principal amount thereof, (iii) if such Change of Control occurred on or after May 10, 2018 and on or prior to May 9,
2019, 102% of the principal amount thereof, (iv) if such Change of Control occurred on or after May 10, 2019 and on or prior to May 9, 2022, 101% of the principal amount thereof, and (v) if such Change of Control occurred on or
after May 10, 2022, 100% of the principal amount of the Notes thereof, in each case, 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); provided, however, that such Change of Control Redemption shall occur within 60 days after the date on which any such Change of Control occurred upon not less than 30 nor more than 60 days’ notice sent
electronically or mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. 

Notice of any Change of Control Redemption may be given prior to the completion thereof, and any such Change of Control Redemption, as the
case may be, or notice may, at the Issuer discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Change of Control Redemption. 

(e) Notwithstanding the foregoing, at any time upon the occurrence of an Asset Sale, the Issuer may elect to redeem all or a portion of the
Notes with the Net Proceeds from such Asset Sale (an “Asset Sale Redemption”) at a redemption price equal to (i) if such Asset Sale is prior to November 10 , 2017, 116% of the principal amount thereof, (ii) if such
Asset Sale is on or after November 10, 2017 and on or prior to May 9, 2018, 108% of the principal amount thereof, (iii) if such Asset Sale is on or after May 10 , 2018 and on or prior to


  
 11 








 
May 9, 2019, 102% of the principal amount thereof, (iv) if such Asset Sale is on or after May 10, 2019 and on or prior to May 9, 2022, 101% of the principal amount thereof,
and (v) if such Asset Sale is on or after May 10, 2022, 100% of the principal amount of the Notes , in each case, 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); provided that such redemption shall occur within 60 days after the date on which any such Net Proceeds are received upon not less than 30 nor more than 60 days’ notice sent
electronically or mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. 

If such redemption shall occur with the net cash proceeds of an Equity Offering, or in connection with a Change of Control Redemption pursuant
to Article 3 of the Indenture and this Paragraph 5 and such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the
Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not
have been satisfied by the stated redemption date, or by the redemption date as so delayed. 
  

	6.	Notice of Redemption 

 Notice of redemption shall be mailed by first-class mail or electronically transmitted at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at his registered address. Notes in denominations larger
than $1.00 principal amount may be redeemed in part but only in whole multiples of $1.00. If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited
with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. 

 

	7.	Put Provisions 

 In accordance with Section 4.08 of the Indenture, if the Issuer
does not exercise its right to redeem all of the Notes as described under Paragraph 5 of this Note, upon the occurrence of a Change of Control, the Issuer will send a notice to each Holder, and, within the time period specified in the
Indenture, each holder will have the right to require the Issuer to repurchase all or any part of such holder’s Notes at the purchase prices set forth in Section 4.08 the Indenture, together with accrued and unpaid interest to the date of
repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). 

In accordance with Section 4.06 of the Indenture, upon the occurrence of certain Asset Sales by the Issuer, the Issuer may be required to
make an offer to purchase Notes at the purchase prices set forth in Section 4.06 the Indenture, together with accrued and unpaid interest to the date of repurchase (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date). 

  
 12 








 In accordance with Section 4.15 of the Indenture, upon the occurrence of certain Equity
Offerings by the Issuer or Equity Offerings by any Parent of the Issuer, the Issuer will be required to notify the Holders if the Equity Offering Excess Proceeds exceed $10.0 million, and make an offer to purchase Notes at the purchase prices
set forth in Section 4.15 the Indenture, together with accrued and unpaid interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

  

	8.	Guarantee 

 The payment by the Issuer of the principal of, and premium and interest on,
the Notes is fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors to the extent set forth in the Indenture. 
  

	9.	Denominations; Transfer; Exchange 

 The Initial Notes are in registered form without
coupons in minimum denominations of $1.00 principal amount and whole multiples of $1.00. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before the redemption date of the Notes or 15 days before an interest payment date. 

 

	10.	Persons Deemed Owners 

 The registered Holder of this Note may be treated as the owner of
it for all purposes. 
  

	11.	Unclaimed Money 

 If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer and
not to the Trustee for payment. 
  

	12.	Discharge and Defeasance 

 Subject to certain conditions set forth in the Indenture, the
Issuer at any time shall be entitled to terminate some or all of its and the Guarantors’ obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or, in certain cases, U.S. Government Obligations for the
payment of principal and interest on the Notes to redemption or maturity, as the case may be. 

  
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	13.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(a) the Indenture and the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (b) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer, the Guarantors and the Trustee shall be entitled to
amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a Successor Issuer of the obligations of the Issuer under the Indenture and hereunder, to provide for the assumption by a
Successor Guarantor of the obligations of a Subsidiary Guarantor under the Indenture and its Guarantee, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add Guarantees with respect to the Notes, to secure the
Notes, to add to the covenants of the Issuer for the benefit of Holders or to surrender any right or power conferred upon the Issuer, to make any change that does not adversely affect the rights of any Holder, to effect any provision of the
Indenture or to make certain changes to the Indenture to provide for the issuance of Additional Notes, or to provide for the issuance of PIK Notes or the increase of the principal amount of the Notes to pay PIK Interest in accordance with the terms
of the Indenture. 
  

	14.	Defaults and Remedies 

 Under the Indenture, Events of Default include (1) a default
in any payment of interest on any Note when due that continues for 30 days, (2) a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise, (3) the failure by (a) the Issuer or any of its Restricted Subsidiaries to comply with the provisions set forth in Article 5 of the Indenture, Section 4.06 of the Indenture and Section 4.08 of the
Indenture or (b) Affinion Holdings to comply with the provisions set forth in Section 4.14 of the Indenture, (4) the failure by the Issuer, Affinion Holdings or any of its Restricted Subsidiaries to comply for 30 days after notice
with any of its obligations under Article 4 of the Indenture (other than Section 4.14 of this Indenture), (5) the failure by the Issuer or any of the Restricted Subsidiaries of the Issuer to comply for 60 days after notice with its other
agreements contained in the Notes or the Indenture, (6) the failure by the Issuer, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that would constitute a Significant Subsidiary to pay any
Indebtedness (other than Indebtedness owing to a Restricted Subsidiary of the Issuer) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if
the total amount of such Indebtedness unpaid or accelerated exceeds $30 million or its foreign currency equivalent, (7) certain events of bankruptcy, insolvency or reorganization of the Issuer, Affinion Holdings, any Significant Subsidiary
or any group of Restricted Subsidiaries of the Issuer that would constitute a Significant Subsidiary, (8) the failure by the Issuer, Affinion Holdings, any Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that would
constitute any Significant Subsidiary to pay final judgments aggregating in excess of $30 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which
judgments are not discharged, waived or stayed for a period of 60 days and (9) any Guarantee of Affinion Holdings, a Significant Subsidiary or a group of Restricted Subsidiaries of the Issuer that would constitute a Significant Subsidiary
ceases to be in full force and effect (except as contemplated by the terms thereof) or any such Guarantor that 

  
 14 








 
qualifies or a group of such Guarantors that would qualify as a Significant Subsidiary denies or disaffirms its obligations under the Indenture or any Guarantee and such Default continues for 10
days. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all such Notes to be due and payable immediately, subject to certain conditions set forth in the
Indenture. Certain events of bankruptcy or insolvency are Events of Default which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. 

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the
Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 

 

	15.	Trustee Dealings with the Issuer 

 The Trustee under the Indenture, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have
if it were not Trustee. 
  

	16.	No Recourse Against Others 

 A director, officer, employee or stockholder, as such, of
the Issuer or the Trustee shall not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation; provided, however,
the foregoing shall not affect or limit any liability of any Guarantor under the Indenture or its Guarantee. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue
of the Notes. 
  

	17.	Authentication 

 This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note. 
  

	18.	Abbreviations 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

  
 15 









	19.	CUSIP Numbers 

 Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

	20.	Governing Law; Waiver of Jury Trial 

 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text
of this Note in larger type. Requests may be made to: 
 Affinion Group, Inc. 

6 High Ridge Park 
 Stamford, CT
06905 
 Attention: General Counsel 

  
 16 








  

ASSIGNMENT FORM 
 To assign this Note, fill in
the form below: 
 I or we assign and transfer this Note to 

(Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                    agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

 

Date:                        
                Your Signature:
                                         
                                         
                                   

 
  

Sign exactly as your name appears on the other side of this Note. 

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144
under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being
transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

							
	☐	  	to the Issuer; or
				
		  	(1)	  	☐	  	pursuant to an effective registration statement under the Securities Act of 1933; or
				
		  	(2)	  	☐	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom
notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
				
		  	(3)	  	☐	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
				
		  	(4)	  	☐	  	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or


  
 1 









									
		  		  	(5)	  	☐	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3), (7) or (8) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and
agreements.

 Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3), (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 
  

	
	  

	Signature

 Signature Guarantee: 
  

			
	  
	  	  

	Signature must be guaranteed	  	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 

  
 2 








 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	Dated:	 	  
	 	  

		 		 	Notice:	 	 To be executed by
 an executive
officer


  

  
 3 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 

 

									
	 Date of Exchange
	  	 Amount of decrease in
Principal amount of
this
Global Note
	  	 Amount of increase in
Principal amount of
this
Global Note
	  	 Principal amount of this
Global Note
following
such decrease or increase
	  	 Signature of authorized
signatory of Trustee
or
Notes Custodian



  
 4 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06, 4.08 or 4.15 of the Indenture, check the box:

  
 ☐ 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06, 4.08 or 4.15 of the Indenture,
state the amount in principal amount: 
 $______________ 
  

							
	Dated:	 	  
	  	Your Signature:	  	  

		 		  		  	(Sign exactly as your name appears on the other side of this Note.)

  

			
	Signature Guarantee:	  	  

		  	 (Signature must be guaranteed)


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 5 








 EXHIBIT 2 to Rule 144A/REGULATION S/IAI APPENDIX 

Form of 
 Transferee Letter of
Representation (for Rule 144A Global Notes) 
 Affinion Group, Inc. 

6 High Ridge Park 
 Stamford, CT 06905 

Wilmington Trust, National Association 
 50 South Sixth Street,
Suite 1290 
 Minneapolis, MN 55402 
 Attention of:
Affinion Account Manager 
 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of $[ ] principal amount of the Senior Cash 12.5% / PIK
Step-Up to 15.5% Notes due 2022 (the “Notes”) of Affinion Group, Inc., a Delaware corporation (the “Issuer”). 

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 

Name:
                                        
     
 Address:
                                        
 
 Taxpayer ID Number:                    

 The undersigned represents and warrants to you that: 

1. We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”)), purchasing for our own account or for the account of such a “qualified institutional buyer,” and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase notes similar to the Notes
in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 

2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of
original issue and the last date on which the Issuer or any affiliate of the 







 
Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Issuer, (ii) in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7)
or (8) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, (iv)
outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to
an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within
our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale shall not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to
be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide,
among other things, that the transferee is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or
(v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee. 
  

					
	TRANSFEREE:	 	  
	 	,


 
					
			
	by:	 	  
	 	



  
 2 








 EXHIBIT 3 to Rule 144A/REGULATION S/IAI APPENDIX 

Form of 
 Transferee Letter of
Representation (for IAI Global Notes) 
 Affinion Group, Inc. 

6 High Ridge Park 
 Stamford, CT 06905 

Wilmington Trust, National Association 
 50 South Sixth Street,
Suite 1290 
 Minneapolis, MN 55402 
 Attention of:
Affinion Account Manager 
 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of $[ ] principal amount of the Senior Cash 12.5% / PIK
Step-Up to 15.5% Notes due 2022 (the “Notes”) of Affinion Group, Inc., a Delaware corporation (the “Issuer”). 

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 

Name:                   
                              

Address:                   
                          

Taxpayer ID
Number:                        

The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act
of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes
not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we invest in or purchase notes similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 







 2. We understand that the Notes have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is
one year after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only
(i) to the Issuer, (ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each
case in a minimum principal amount of the Notes of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from registration under the Securities
Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the
property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale shall not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in
the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) under the
Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the
Trustee. 
  

			
	TRANSFEREE:	 	                                      
                  ,
	
	by:
                                         
                                     



  
 2 








 EXHIBIT 4 to Rule 144A/REGULATION S/IAI APPENDIX 

Form of 
 Transferor Letter of
Representation (for Regulation S Global Notes) 
 Affinion Group, Inc. 

6 High Ridge Park 
 Stamford, CT 06905 

Wilmington Trust, National Association 
 50 South Sixth Street,
Suite 1290 
 Minneapolis, MN 55402 
 Attention of:
Affinion Account Manager 
 Ladies and Gentlemen: 

In connection with our proposed sale of $[ ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 

1. the offer of the Notes was not made to a person in the United States; 

2. either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither
we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 

3. no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or
Rule 904(a)(2) of Regulation S, as applicable; and 
 4. the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. 
 In addition, if the sale is made during a restricted period and the provisions of
Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2),
Rule 903(b)(3) or Rule 904(b)(1), as the case may be. 
 We also hereby certify that we [are][are not] an Affiliate of the
Issuer and, to our knowledge, the transferee of the Notes [is][is not] an Affiliate of the Issuer. 







 The Trustee and the Issuer are entitled to conclusively rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in
Regulation S. 
  

			
	TRANSFEROR:	 	                                      
                      ,
	
	by:
                                         
                                       



  
 2 








 APPENDIX B 

[FORM OF SUPPLEMENTAL INDENTURE TO BE 

DELIVERED BY ADDITIONAL SUBSIDIARY GUARANTORS] 

SUPPLEMENTAL INDENTURE No. [     ] (this “Supplemental Indenture”), dated as of [    
] among [     ] (the “Additional Subsidiary Guarantor”), a [     ] and a [direct] [indirect] subsidiary of Affinion Group, Inc., a Delaware corporation (or its permitted successor) (the
“Issuer”), the Issuer, and Wilmington Trust, National Association, as Trustee under the Indenture (the “Trustee”). 

WITNESSETH: 
 WHEREAS, the Issuer
and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of May 10, 2017, providing for the issuance of Senior Cash 12.5% / PIK
Step-Up to 15.5% Notes due 2022 (the “Notes”); 
 WHEREAS, Section 4.11 and
Section 10.06 of the Indenture provide that under certain circumstances the Issuer shall cause the Additional Subsidiary Guarantor to execute and deliver to the Trustee a guaranty agreement pursuant to which the Additional Subsidiary Guarantor
shall guarantee payment of the Notes on the same terms and conditions as those set forth in Article 10 of the Indenture; and 

WHEREAS, pursuant to Section 9.01(v) of the Indenture, the Trustee and the Issuer is authorized to execute and deliver this Supplemental
Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuer, the Additional Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the
Indenture. 
 SECTION 2. Guarantees. The Additional Subsidiary Guarantor hereby agrees, jointly and severally with all other
Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture. 

SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture
is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby. 







 SECTION 4. Governing Law; Waiver of Jury Trial. THIS SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture. 
 SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. 
 SECTION 7. Effect of Headings. The section headings herein are for convenience only and shall
not affect the construction of this Supplemental Indenture. 
 SECTION 8. Severability. If and to the extent that any provision in
this Supplemental Indenture shall be held invalid, illegal or unenforceable, the validity, legality, enforceability and approval of the remaining provisions shall not in any way be affected or impaired thereby, to the extent permitted by applicable
law. 
 [Rest of Page Intentionally Left Blank] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of
the date first written above. 
  

			
	AFFINION GROUP, INC.,
		
	by	 	
		 	  

		 	Name:
		 	Title:
	
	[ADDITIONAL SUBSIDIARY GUARANTOR],
		
	by	 	
		 	  

		 	Name:
		 	Title:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	by	 	
		 	  

		 	Name:
		 	Title:



  
 3 








 APPENDIX C 

AGREED GUARANTEE PRINCIPLES 
  

	a.	The guarantees to be provided by Foreign Subsidiaries of Affinion Holdings (the “Group”) will be given in accordance with certain agreed guarantee principles set forth below (the “Agreed
Guarantee Principles”). This schedule addresses the manner in which the Agreed Guarantee Principles will impact the guarantees proposed to be taken in relation to this transaction. 


 

	b.	The Agreed Guarantee Principles embody a recognition by all parties that there may be certain legal and practical impediments in obtaining effective guarantees from members of the Group in jurisdictions in which it has
been agreed that guarantees will be granted. In particular: 

  

	 	i.	general statutory limitations, regulatory requirements or restrictions, financial assistance, corporate benefit, fraudulent preference, “earnings stripping”, “controlled foreign corporation” rules,
“thin capitalization” rules (or analogous restrictions), tax restrictions, retention of title claims, employee consultation or approval requirements, capital maintenance rules and similar principles may prevent or limit a member of the
Group from providing a guarantee or may require that the guarantee or be limited in amount or otherwise; 

  

	 	ii.	a key factor in determining whether or not a guarantee shall be taken is the applicable cost (including adverse effects on interest deductibility and stamp duty, notarization and registration fees and the burden and/or
cost of complying with any applicable financial assistance, corporate benefit or thin capitalization rules) which shall not be materially and disproportionately greater than the benefit to the holders of the Notes of obtaining such guarantee;


  

	 	iii.	the maximum guaranteed amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the incremental cost of such fees, taxes and duties is materially and
disproportionately greater than the benefit to the holders of the Notes of increasing the guaranteed amount; 

  

	 	iv.	members of the Group will not be required to give guarantees if it is not within the legal capacity of the relevant members of the Group or if the same would conflict with the fiduciary duties of the directors of the
relevant members of the Group or contravene any legal or regulatory prohibition or would result in (or in a material risk of) personal or criminal liability on the part of any officer or director; 









	 	v.	members of the Group will not be required to give guarantees if doing so would be prohibited by (1) any law or regulation or (2) any contractual obligation in effect on the Issue Date (or, with respect to any
subsidiary that is acquired after the Issue Date, any contractual obligation in effect on the date of such acquisition that is not entered into in contemplation thereof), but only for so long as such prohibition exists, and provided that the
relevant member of the Group shall use reasonable endeavors to overcome any such obstacles or restrictions; and 

  

	 	vi.	the giving of a guarantee, will not be required if it would be reasonably likely to have a material adverse effect on the ability of the Issuer or the relevant Guarantor to conduct its operations and business in the
ordinary course as otherwise permitted by the Indenture. 


  
 2 








 APPENDIX D 

Initial Guarantors 
 The
Initial Guarantors shall be the following: 
 Parent: 
  

	 	1.	Affinion Group Holdings, Inc. 

 US Subsidiary Guarantors: 

 

	 	1.	Affinion Benefits Group, LLC 

  

	 	2.	Affinion Brazil Holdings I, LLC 

  

	 	3.	Affinion Brazil Holdings II, LLC 

  

	 	4.	Affinion Data Services, Inc. 

  

	 	5.	Affinion Developments, LLC 

  

	 	6.	Affinion Group, LLC 

  

	 	7.	Affinion Investments II, LLC 

  

	 	8.	Affinion Investments, LLC 

  

	 	9.	Affinion Net Patents, Inc. 

  

	 	10.	Affinion PD Holdings, Inc. 

  

	 	11.	Affinion Publishing, LLC 

  

	 	12.	BreakFive, LLC 

  

	 	13.	Cardwell Agency, Inc. 

  

	 	14.	CCAA, Corporation 

  

	 	15.	Connexions Loyalty Acquisition, LLC 

  

	 	16.	Connexions Loyalty Global Travel Fulfillment LLC 

  

	 	17.	Connexions Loyalty Travel Solutions LLC 

  

	 	18.	Connexions Loyalty, Inc. 

  

	 	19.	Connexions SM Ventures, LLC 

  

	 	20.	Connexions SMV, LLC 

  

	 	21.	CUC Asia Holdings 

  

	 	22.	Global Protection Solutions, LLC 

  

	 	23.	Incentive Networks LLC 

  

	 	24.	Lift Media, LLC 

  

	 	25.	Long Term Preferred Care, Inc. 

  

	 	26.	Loyalty Travel Agency LLC 

  

	 	27.	Propp Corp. 

  

	 	28.	Travelers Advantage Services, LLC 

  

	 	29.	Trilegiant Auto Services, Inc. 

  

	 	30.	Trilegiant Corporation 

  

	 	31.	Trilegiant Insurance Services, Inc. 

  

	 	32.	Trilegiant Retail Services, Inc. 

  

	 	33.	Watchguard Registration Services, Inc. 

  

	 	34.	Webloyalty Holdings Inc. 

  

	 	35.	Webloyalty.com, Inc. 








 Foreign Subsidiary Guarantors: 
  

	 	1.	Affinion International Holdings Limited (UK) 

  

	 	2.	Affinion International Limited (UK) 

  

	 	3.	Affinion International Travel Holdco Limited (UK) 

  

	 	4.	Loyalty Ventures Limited (UK) 

  

	 	5.	Webloyalty International Limited (UK) 

  

	 	6.	Affinion International B.V. (The Netherlands) 

  

	 	7.	Bassae Holding B.V. (The Netherlands) 

  

	 	8.	Webloyalty Holdings Cooperatief U.A. (The Netherlands) 

  

	 	9.	Webloyalty International Sarl (Switzerland) 


  
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