Amendment No. 1 to the Credit Agreement



 Exhibit 10.1 
 Execution Version 
 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT 
 Dated as of December 22, 2006         
 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion
Group, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereto, the various agents party hereto, and Credit Suisse, Cayman Islands
Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
 PRELIMINARY
STATEMENTS: 
 (1) Holdings and the Borrower have entered into that certain Credit Agreement, dated as of October 17, 2005 (the
“Credit Agreement”) with the Administrative Agent, Deutsche Bank Securities, Inc, as syndication agent, and Bank of America, N.A. and BNP Paribas Securities Corp., as documentation agents. Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified in the Credit Agreement. 
 (2) Holdings and the Borrower have requested and
the undersigned Lenders and the Administrative Agent have agreed, on the terms and conditions stated below, to amend and modify the Credit Agreement as set forth herein. 
 (3) Accordingly, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows,
effective as of the Amendment No. 1 Effective Date (as defined below): 
 SECTION 1. Amendments to Credit Agreement. 

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting therein the following new defined terms in the correct alphabetical order:

 “Amendment No. 1” means Amendment No. 1 dated as of December 22, 2006, to the Credit
Agreement dated as of October 17, 2005 among Holdings, the Borrower, each of the Lenders listed on the signature pages thereto and the Administrative Agent. 
 “Amendment No. 1 Effective Date” has the meaning specified in Amendment No. 1. 
 “Qualifying IPO” means the issuance by Holdings of its common Equity Interests in an underwritten primary public
offering (other than a public offering pursuant to a registration statement on Form S-8) yielding at least $50,000,000 pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in
connection with a secondary public offering). 







 “Term Loan Pricing Grid” shall mean the table set forth below:

  

							
	 Corporate Family Rating
	  	 Applicable Margin
 for ABR
 Term
Loans
	 	 	 Applicable Margin
for Eurocurrency
 Term Loans
	 
	 B+ or better from S&P and B1 or better from Moody’s
	  	1.25	%	 	2.25	%
	 Not B+ or better from S&P and B1 or better from Moody’s
	  	1.50	%	 	2.50	%

 (b) Section 1.01 of the Credit Agreement is hereby further amended by: 
 (i) Restating the definition of “Applicable Margin” contained therein in its entirety to read as follows: 
 “Applicable Margin” shall mean for any day (a) with respect to any Term Loan comprising a Eurocurrency Loan,
the Applicable Margin which is a function of the corporate family rating of the Borrower by Moody’s and S&P, as set forth on the Term Loan Pricing Grid; (b) with respect to any Term Loan comprising an ABR Loan, the Applicable Margin
which is a function of the corporate family rating of the Borrower by Moody’s and S&P, as set forth on the Term Loan Pricing Grid; and (c) with respect to the Commitment Fee, 0.50% per annum; provided, that on and after the
first Adjustment Date occurring after the delivery of financial statements pursuant to Section 5.04 for the first fiscal quarter of the Borrower commencing after the Closing Date, the Applicable Margin with respect to Revolving Facility Loans
and Swingline Loans will be determined pursuant to the Pricing Grid. 
 (ii) Restating the definition of “Change in
Control” in its entirety to read as follows: 
 A “Change in Control” shall be deemed to occur
if: 
 (a) a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall at any time be
occupied by persons who were neither (a) nominated by the Board of Directors of Holdings or a Permitted Holder, (b) appointed by directors so nominated nor (c) appointed by the Fund or a Fund Affiliate; or 
 (b) a “change of control” shall occur under (i) the Senior Notes, the Bridge Loan Agreement, the Senior Subordinated
Notes or any Permitted Refinancing Indebtedness in respect of any of the foregoing, (ii) the Seller Preferred Equity or (iii) any Material Indebtedness; or 
 (c) Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of all issued and outstanding Equity Interests of
the Borrower; or 
  

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 (d) before a Qualifying IPO, Permitted Holders, collectively, shall fail to own
beneficially, directly or indirectly, in the aggregate Equity Interests representing at least 51% of (i) the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings or (ii) the common stock
represented by the issued and outstanding Equity Interests of Holdings; or 
 (e) on or after a Qualifying IPO, any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) other than any one or more members of the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of (i) 35% or more of the Equity Interests of Holdings entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right) and (ii) Equity Interests with greater voting power than the Equity Interests owned by the Permitted Holders. 
 (c) Section 6.01 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (v), replacing the period at the end
of clause (w) with “; and” and adding a new clause (x) to read as follows: 
 “(x) Indebtedness
consisting of an unsecured corporate purchase card program in an aggregate amount at any time outstanding pursuant to this paragraph (x) not in excess of $40,000,000.” 
 SECTION 2. UK Borrower Facility. The Lenders hereby consent to an amendment of the Credit Agreement and/or separate documentation to provide for a
facility (which may or may not be a subfacility under the Revolving Facility Commitments) to make revolving credit facility loans to a subsidiary of the Borrower organized under the laws of England and Wales (the “UK
Borrower”) in an aggregate principal amount up to $25,000,000, all on terms and conditions and pursuant to documentation to be reasonably satisfactory to the Administrative Agent, the Borrower and Holdings, including terms with respect
to providing local and other collateral and guaranties therefor to the extent legally permissible as well as appropriate resolutions, legal opinions and other closing documentation; provided that no Revolving Facility Lender shall be required to
commit to or provide such facility. 
 SECTION 3. Conditions of Effectiveness. This Amendment is subject to the provisions of
Section 9.08 of the Credit Agreement. This Amendment shall become effective as of the date when, and only when, (the “Amendment No. 1 Effective Date”) each of the following conditions shall have been fulfilled to
the satisfaction of the Administrative Agent: 
 The Administrative Agent shall have received counterparts of this Amendment executed by
Holdings, the Borrower, each of the Tranche B Lenders and the Required Lenders 

  

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or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and the Administrative Agent
shall have additionally received all of following documents, each of which (unless otherwise specified) shall be dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in
form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: 
 (i) Counterparts of the consent attached hereto executed by each Subsidiary Guarantor; and 
 (ii) A certificate
signed by a duly authorized officer of Holdings and the Borrower stating that: 
 (A) The representations and warranties
contained in the Loan Documents and in Section 4 hereof that are qualified by materiality are true and correct, and each of such representations and warranties that are no so qualified are true and correct in all material respects, in each
case, on and as of the date of such certificate as though made on and as of such date other than any such representations and warranties that, by their terms, expressly refer to a specific date other than the date of such certificate, in which case
as of such specific date; and 
 (B) As of Amendment No. 1 Effective Date, no event has occurred and is continuing that
constitutes a Default or an Event of Default. 
 SECTION 4. Representations and Warranties of the Borrower. The Borrower represents
and warrants as follows: 
 (a) The execution, delivery and performance by Holdings and the Borrower of this Amendment, the execution and
delivery of the Consent hereto by each Subsidiary Guarantor and the performance by Holdings, the Borrower and each Subsidiary Guarantor of the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action.

 (b) This Amendment has been duly executed and delivered by Holdings and the Borrower and the Consent has been duly executed by each
Subsidiary Guarantor. This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings, the Borrower and the Subsidiary Guarantors, enforceable against Holdings, the Borrower and the
Subsidiary Guarantors in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of
general principles of equity (regardless whether considered in a proceeding in equity or at law). 
  

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 SECTION 5. Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference
in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment. 
 (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and
shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. 
 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents. 
 SECTION 6. Costs and Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Administrative Agent in connection with the administration of the Credit Agreement and the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.05 of the Credit Agreement. 
 SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 8. Governing Law. This Amendment shall
be governed by, and construed in accordance with, the laws of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

			
	AFFINION GROUP, INC.
		
	By	 	 /s/ Nathaniel Lipman

	Title:	 	President and Chief Executive Officer
	
	AFFINION GROUP HOLDINGS, INC.
		
	By	 	 /s/ Nathaniel Lipman

	Title:	 	President and Chief Executive Officer










			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
	as Administrative Agent and as Lender
		
	By	 	 /s/ Bill O’Daly

	Title:	 	Director
		
	By	 	 /s/ Denise L. Alvarez

	Title:	 	Associate










					
		 	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO
 THE AFFINION GROUP, INC. CREDIT
 AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		 	Agreed as of the date first above written:
		
	Lender:    	 	Cambria Institutional Loan Fund
		 	By Alcentra, Inc as its Investment Manager
			
		 	By:	 	 /s/ Sean Walker

		 	Title:	 	SVP
		
	Lender:	 	Pacifica CDO V, LTD
			
		 	By:	 	 /s/ Sean Walker

		 	Title:	 	SVP
		
	Lender:	 	Alcentra Warehouse, LTD
			
		 	By:	 	 /s/ Sean Walker

		 	Title:	 	SVP
		
	Lender:	 	Baker Street CLO II Ltd
			
		 	By:	 	 /s/ Eduardo Piedra

		 	Title:	 	Director
		 		 	SunTrust Capital Markets, Inc.
		
	Lender:	 	Baker Funding CLO 2005-1 Ltd.
			
		 	By:	 	 /s/ Eduardo Piedra

		 	Title:	 	Director
		 		 	SunTrust Capital Markets, Inc.
		
	Lender:	 	WhiteHorse III, Ltd.
			
		 	By:	 	WhiteHorse Capital Partners, L.P.
		 		 	As Collateral Manager
			
		 	By:	 	 /s/ Jay Carvell, CFA

		 	Title:	 	Portfolio Manager


  

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	Lender:    	 	KC CLO II PLC
			
		 	By:	 	 /s/ S. Martin

		 	Title:	 	
			
		 	By:	 	 /s/ M. Harris

		 	Title:	 	
		
	Lender:	 	Putnam Floating Rate Income Fund
			
		 	By:	 	 /s/ Beth Mazor

		 	Title:	 	V.P.
		
	Lender:	 	Putnam Bank Loan Fund (Cayman)
		 	Master Fund, a series of the Putnam Offshore Master Series Trust,
			
		 	By:	 	The Putnam Advisory Company, LLC
			
		 	By:	 	 /s/ Angela Patel

		 	Title:	 	Vice President
		
	Lender:	 	Boston Harbor CLO 2004-1, Ltd.
			
		 	By:	 	 /s/ Beth Mazor

		 	Title:	 	V.P.
		
	Lender:	 	Putnam Diversified Income Trust
			
		 	By:	 	 /s/ Beth Mazor

		 	Title:	 	V.P.
		
	Lender:	 	Putnam Master Intermediate Income Trust
			
		 	By:	 	 /s/ Beth Mazor

		 	Title:	 	V.P.
		
	Lender:	 	Putnam Premier Income Trust
			
		 	By:	 	 /s/ Beth Mazor

		 	Title:	 	V.P.


  

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	Lender:    	 	Putnam Variable Trust –PVT
		 	Diversified Income Fund
			
		 	By:	 	 /s/ Beth Mazor

		 	Title:	 	V.P.
		
	 Lender:
	 	Rosedale CLO, Ltd.
			
		 	By:	 	Princeton Advisory Group, Inc.,
		 		 	the Collateral Manager acting as attorney-in-fact
			
		 	By:	 	 /s/ Jennifer Wright

		 	Title:	 	Vice President
		
	 Lender:
	 	Global Leveraged Capital Credit Opportunity Fund I
			
		 	By:	 	Global Leveraged Capital Management, LLC
			
		 	By:	 	 /s/ Alissa Glauda

		 	Title:	 	Senior Analyst
		
	 Lender:
	 	The Hartford Mutual Funds, Inc., on behalf of the
		 	Hartford Floating Rate Fund
			
		 	By:	 	Hartford Investment Management Company,
		 		 	its sub-advisor
			
		 	By:	 	 /s/ John P. Connor

		 	Title:	 	Senior Vice President
		
	 Lender:
	 	Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series
			
		 	By:	 	Hartford Investment Management Company,
		 		 	Its Investment Manager
			
		 	By:	 	 /s/ John P. Connor

		 	Title:	 	Senior Vice President
		
	 Lender:
	 	Premium Loan Trust I, Ltd.
			
		 	By:	 	 /s/ Colin Donlan

		 	Title:	 	Director
		
	 Lender:
	 	Light Point CLO III, Ltd.
			
		 	By:	 	 /s/ Colin Donlan

		 	Title:	 	Director


  

 3 









					
	Lender:    	 	Light Point CLO IV, Ltd.
			
		 	By:	 	 /s/ Colin Donlan

		 	Title:	 	Director
		
	Lender:	 	Light Point CLO V, Ltd.
			
		 	By:	 	 /s/ Colin Donlan

		 	Title:	 	Director
		
	Lender:	 	Nob Hill CLO, Limited
			
		 	By:	 	 /s/ Bradley Kane

		 	Title:	 	Portfolio Manager
		
	Lender:	 	Bank of America N.A.
			
		 	By:	 	 /s/ Michael S. Roof

		 	Title:	 	Vice President
		
	Lender:	 	Stitching Pensioenfonds ABP
			
		 	By:	 	ABP Investments US, Inc., its agent
			
		 	By:	 	 /s/ Paul Spijkers

		 	Title:	 	President/CEO
			
		 	By:	 	 /s/ Arnold Shapiro

		 	Title:	 	Managing Director/CIO
		
	Lender:	 	IKB Capital Corporation
			
		 	By:	 	 /s/ David Snyder

		 	Title:	 	President
		
	Lender:	 	Wind River CLO I Ltd.
			
		 	By:	 	McDonnell Investment Management, LLC, as Manager
			
		 	By:	 	 /s/ Kathleen A. Zarn

		 	Title:	 	Vice President


  

 4 









					
	Lender:    	 	Wind River CLO II – Tate Investors, Ltd.
			
		 	By:	 	 McDonnell Investment Management, LLC,
 as
Manager

			
		 	By:	 	 /s/ Kathleen A. Zarn

		 	Title:	 	Vice President
		
	Lender:	 	McDonnell Loan Opportunity Ltd.
			
		 	By:	 	 McDonnell Investment Management, LLC,
 as Investment
Manager

		 		 	
		 	By:	 	 /s/ Kathleen A. Zarn

		 	Title:	 	Vice President
		
	Lender:	 	Gannett Peak CLO I Ltd.
			
		 	By:	 	McDonnell Investment Management, LLC,
		 		 	as Investment Manager
			
		 	By:	 	 /s/ Kathleen A. Zarn

		 	Title:	 	Vice President
		
	Lender:	 	Gulf Stream-Compass CLO 2002-I Ltd.
			
		 	By:	 	Gulf Stream Asset Management LLC
		 		 	as Collateral Manager
		
		 	Gulf Stream-Compass CLO 2003-I Ltd.
			
		 	By:	 	 Gulf Stream Asset Management LLC,
 as Collateral
Manager

		
		 	Gulf Stream-Compass CLO 2004-I Ltd.
			
		 	By:	 	 Gulf Stream Asset Management LLC,
 as Collateral
Manager

		
		 	Gulf Stream-Compass CLO 2005-II Ltd.
			
		 	By:	 	 Gulf Stream Asset Management LLC,
 as Collateral
Manager

			
		 	By:	 	 /s/ Marc D. Abrahm

		 	Title:	 	Trader / Principal


  

 5 









					
	Lender:    	 	Stone Tower CLO V Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Granite Ventures Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Granite Ventures II Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Granite Ventures III Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Stone Tower CLO II Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Stone Tower CLO III Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory


  

 6 









					
	Lender:    	 	Stone Tower CLO IV Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Stone Tower CLO VI Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Stone Tower CDO Ltd.
			
		 	By:	 	 Stone Tower Debt Advisor LLC,
 as its Collateral
Manager

		 		 	
			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Cornerstone CLO Ltd.
			
		 	By:	 	Stone Tower Debt Advisor LLC
		 		 	as its Collateral Manager
			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Rampart CLO I Ltd.
			
		 	By:	 	Stone Tower Debt Advisor LLC
		 		 	as its Collateral Manager
			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Stone Tower CDO II Ltd.
			
		 	By:	 	Stone Tower Debt Advisor LLC
		 		 	as its Collateral Manager
			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory


  

 7 









					
	Lender:    	 	Stone Tower Credit Funding I Ltd.
			
		 	By:	 	Stone Tower Fund Management LLC
		 		 	as its Collateral Manager
			
		 	By:	 	 /s/ Michael W. Delpercio

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Allstate Life Insurance Company
			
		 	By:	 	 /s/ Chris Goergen

		 	Title:	 	Authorized Signatory
			
		 	By:	 	 /s/ Breege A. Farrell

		 	Title:	 	Authorized Signatory
		
	Lender:	 	AIMCO CLO, Series 2005-A
			
		 	By:	 	 /s/ Chris Goergen

		 	Title:	 	Authorized Signatory
			
		 	By:	 	 /s/ Breege A. Farrell

		 	Title:	 	Authorized Signatory
		
	Lender:	 	AIMCO CLO, Series 2006-A
			
		 	By:	 	 /s/ Chris Goergen

		 	Title:	 	Authorized Signatory
			
		 	By:	 	 /s/ Breege A. Farrell

		 	Title:	 	Authorized Signatory
		
	Lender:	 	The Bank of New York
			
		 	By:	 	 /s/ Kenneth P. Sneider

		 	Title:	 	Vice President
		
	Lender:	 	Mountain View Funding CLO 2006-I, Ltd.
			
		 	By:	 	Seix Advisors, a fixed income division of
		 		 	Trusco Capital Management, Inc.,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ George Goudelias

		 	Title:	 	PM, Seix Advisors


  

 8 









					
	Lender:    	 	Mountain View CLO II, Ltd.
			
		 	By:	 	Seix Advisors, a fixed income division of
		 		 	Trusco Capital Management, Inc.,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ George Goudelias

		 	Title:	 	PM, Seix Advisors
		
	Lender:	 	STI Classic Seix Floating Rate High Income Fund
			
		 	By:	 	Seix Advisors, a fixed income division of
		 		 	Trusco Capital Management, Inc.
			
		 	By:	 	 /s/ George Goudelias

		 	Title:	 	PM, Seix Advisors
		
	Lender:	 	MFS Floating Rate Income Fund
			
		 	By:	 	 /s/ David J. Cobey

		 	Title:	 	Vice President
		
	Lender:	 	MFS Floating Rate High Income Fund
			
		 	By:	 	 /s/ David J. Cobey

		 	Title:	 	Vice President
		
	Lender:	 	Jersey Street CLO, Ltd.
			
		 	By:	 	 /s/ David J. Cobey

		 	Title:	 	Vice President
		
	Lender:	 	Marlboro Street CLO, Ltd.
			
		 	By:	 	 /s/ David J. Cobey

		 	Title:	 	Vice President
		
	Lender:	 	ACA CLO 2005-1, Limited
		 	 ACA Management, LLC,
 as Investment
Advisor

		 		 	
			
		 	By:	 	 /s/ Vincent Ingato

		 	Title:	 	Managing Director


  

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	Lender:    	 	ACA CLO 2006-2, Limited
		 	ACA Management, LLC,
		 	as Investment Advisor
			
		 	By:	 	 /s/ Vincent Ingato

		 	Title:	 	Managing Director
		
	Lender:	 	Landmark CDO Limited
			
		 	By:	 	Aladdin Capital Management LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Alyse Kelly

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Landmark III CDO Limited
			
		 	By:	 	Aladdin Capital Management LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Alyse Kelly

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Landmark IV CDO Limited
			
		 	By:	 	Aladdin Capital Management LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Alyse Kelly

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Landmark V CDO Limited
			
		 	By:	 	Aladdin Capital Management LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Alyse Kelly

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Landmark VI CDO Limited
			
		 	By:	 	Aladdin Capital Management LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Alyse Kelly

		 	Title:	 	Authorized Signatory
		 		 	


  

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	Lender:    	 	Grayrock CDO Limited
			
		 	By:	 	Aladdin Capital Management LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Alyse Kelly

		 	Title:	 	Authorized Signatory
		
	Lender:    	 	Dunes Funding LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President
		
	Lender:	 	Stanwich Loan Funding LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President
		
	Lender:	 	PPM Monarch Bay Funding LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President
		
	Lender:	 	PPM Shadow Creek Funding LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President
		
	Lender:	 	Navigare Total Return Loan Fund I
		 	(Segregated Portfolio)
			
		 	By:	 	 /s/ Joel G. Serebransky

		 	Title:	 	Managing Director
		
	Lender:	 	CIFC Funding 2006-I Ltd.
			
		 	By:	 	 /s/ Stephen J. Vaccam

		 	Title:	 	Chief Credit Officer


  

 11 









					
	Lender:    	 	Van Kampen Senior Income Trust
			
		 	By:	 	Van Kampen Asset Management
			
		 	By:	 	 /s/ Cristina Jamieson

		 	Title:	 	Executive Director
		
	Lender:	 	Van Kampen Senior Loan Fund
			
		 	By:	 	Van Kampen Asset Management
			
		 	By:	 	 /s/ Cristina Jamieson

		 	Title:	 	Executive Director
		
	Lender:	 	MSIM Peconic Bay, Ltd.
			
		 	By:	 	Morgan Stanley Investment Management Inc.,
		 		 	as Interim Collateral Manager
			
		 	By:	 	 /s/ John Hayes

		 	Title:	 	Executive Director
		
	Lender:	 	Qualcomm Global Trading, Inc.
			
		 	By:	 	Morgan Stanley Investment Management Inc.,
		 		 	as Investment Manager
			
		 	By:	 	 /s/ John Hayes

		 	Title:	 	Executive Director
		
	Lender:	 	Morgan Stanley Investment Management
		 	Croton, Ltd.
			
		 	By:	 	Morgan Stanley Investment Management Inc.,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ John Hayes

		 	Title:	 	Executive Director
		
	Lender:	 	Zodiac Fund – Morgan Stanley US Senior Loan Fund
			
		 	By:	 	Morgan Stanley Investment Management Inc.,
		 		 	as Investment Adviser
			
		 	By:	 	 /s/ John Hayes

		 	Title:	 	Executive Director


  

 12 









					
	Lender:    	 	Morgan Stanley Prime Income Trust
			
		 	By:	 	 /s/ John Hayes

		 	Title:	 	Executive Director
		
	Lender:	 	Confluent 3 Limited
			
		 	By:	 	Morgan Stanley Investment Management Inc.,
		 		 	as Investment Manager
			
		 	By:	 	 /s/ John Hayes

		 	Title:	 	Executive Director
		
	Lender:	 	ING International (II) = Senior Bank Loans Euro
			
		 	By:	 	ING Investment Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President
		
	Lender:	 	ING International (II) = Senior Bank Loans USD
			
		 	By:	 	ING Investment Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President
		
	Lender:	 	ING Senior Income Fund
			
		 	By:	 	ING Investment Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President
		
	Lender:	 	ING Prime Rate Trust
			
		 	By:	 	ING Investment Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President


  

 13 









					
	Lender:    	 	ING Investment Management CLO I, Ltd.
			
		 	By:	 	ING Investment Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President
		
	Lender:	 	ING Investment Management CLO II, Ltd.
			
		 	By:	 	ING Alternative Asset Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President
		
	Lender:	 	ING Investment Management CLO III, Ltd.
			
		 	By:	 	ING Alternative Asset Management Co.,
		 		 	as its investment manager
			
		 	By:	 	 /s/ Brian S. Horton

		 	Title:	 	Senior Vice President
		
	Lender:	 	Deutsche Bank Trust Company Americas
			
		 	By:	 	 /s/ Evelyn Thierry

		 	Title:	 	Vice President
			
		 	By:	 	 /s/ Scottye Lindsey

		 	Title:	 	Director
		
	Lender:	 	Victoria Falls CLO, Ltd.
		 	Summit Lake CLO, Ltd.
		 	Diamond Lake CLO, Ltd.
		 	Clear Lake CLO, Ltd.
			
		 	By:	 	 /s/ Jonathan S. David

		 	Title:	 	Senior Vice President
		
	Lender:	 	Latitude CLO I, Ltd.
			
		 	By:	 	 /s/ Kirk Wallace

		 	Title:	 	Senior Vice President


  

 14 









					
	Lender:    	 	Latitude CLO II, Ltd.
			
		 	By:	 	 /s/ Kirk Wallace

		 	Title:	 	Senior Vice President
		
	Lender:	 	UBS AG, Stamford Branch
			
		 	By:	 	 /s/ Douglas Gervolino

		 	Title:	 	Associate Director
		 		 	Banking Products Services, US
			
		 	By:	 	 /s/ Toba Lumbantobing

		 	Title:	 	Associate Director
		 		 	Banking Products Services, US
		
	Lender:	 	Emerson Place CLO, Ltd.
			
		 	By:	 	 /s/ R. Ian O’Keefe

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Avery Street CLO, Ltd.
			
		 	By:	 	 /s/ R. Ian O’Keefe

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Mt. Wilson CLO, Ltd.
			
		 	By:	 	 /s/ Kelly Olsen

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Western Asset Floating Rate High Income Fund, LLC
			
		 	By:	 	 /s/ Kelly Olsen

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Riviera Funding LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President


  

 15 









					
	Lender:    	 	Senior Debt Portfolio
			
		 	By:	 	Boston Management and Research,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Senior Income Trust
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Institutional Senior Loan Fund
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance CDO VI Ltd.
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance CDO VII PLC
			
		 	By:	 	Eaton Vance Management,
		 		 	as Interim Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance CDO VIII Ltd.
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President


  

 16 









					
	Lender:    	 	Eaton Vance CDO XI Ltd.
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Grayson & Co.
			
		 	By:	 	Boston Management and Research,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	The Norinchukin Bank, New York Branch,
		 		 	through State Street Bank and Trust Company N.A.,
		 		 	as Fiduciary Custodian
			
		 	By:	 	Easton Vance Management, Attorney-in-fact
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Big Sky III Senior Loan Trust
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance VT Floating-Rate Income Fund
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Limited Duration Income Fund
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President


  

 17 









					
	Lender:    	 	Eaton Vance Senior Floating-Rate Trust
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Floating Rate Income Trust
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Variable Leverage Fund Ltd.
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Credit Opportunities Fund
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Eaton Vance Short Duration Diversified Income Fund
			
		 	By:	 	Eaton Vance Management,
		 		 	as Investment Advisor
			
		 	By:	 	 /s/ Craig P. Ruth

		 	Title:	 	Vice President
		
	Lender:	 	Denali Capital LLC, managing member of
		 	DC Funding Partners LLC, portfolio manager for
		 	Denali Capital CLO IV, Ltd., or an affiliate
			
		 	By:	 	 /s/ Kelli C. Marti

		 	Title:	 	Senior Vice President


  

 18 









					
	Lender:    	 	Denali Capital LLC, managing member of
		 	DC Funding Partners LLC, portfolio manager for
		 	Denali Capital CLO V, Ltd., or an affiliate
			
		 	By:	 	 /s/ Kelli C. Marti

		 	Title:	 	Senior Vice President
		
	Lender:	 	Denali Capital LLC, managing member of
		 	DC Funding Partners, portfolio manager for
		 	Denali Capital Credit Opportunity Fund Financing, Ltd., or an affiliate
			
		 	By:	 	 /s/ Kelli C. Marti

		 	Title:	 	Senior Vice President
		
	Lender:	 	Mountain Capital CLO IV Ltd.
			
		 	By:	 	 /s/ Jonathan Dietz

		 	Title:	 	Director
		
	Lender:	 	Mountain Capital CLO III Ltd.
			
		 	By:	 	 /s/ Jonathan Dietz

		 	Title:	 	Director
		
	Lender:	 	BNP Paribas
			
		 	By:	 	 /s/ PJ de Filippis

		 	Title:	 	Managing Director
			
		 	By:	 	 /s/ Charles Romano

		 	Title:	 	Vice President
		
	Lender:	 	Octagon Investment Partners V, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Portfolio Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer


  

 19 









					
	Lender:    	 	Octagon Investment Partners VI, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer
		
	Lender:	 	Octagon Investment Partners VII, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer
		
	Lender:	 	Octagon Investment Partners VIII, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer
		
	Lender:	 	Octagon Investment Partners IX, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer
		
	Lender:	 	Octagon Investment Partners X, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer
		
	Lender:	 	Hamlet II, Ltd.
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Portfolio Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer


  

 20 









					
	Lender:    	 	HY-FI Trust, by JPMorgan Bank, N.A.,
		 	(f/k/a JPMorgan Chase Bank)
		 	solely as trustee (and not in its individual capacity)
			
		 	By:	 	Octagon Credit Investors, LLC,
		 		 	as Portfolio Manager
			
		 	By:	 	 /s/ Thomas A. Connors

		 	Title:	 	Chief Financial & Administrative Officer
		
	Lender:	 	Archimedes Funding IV (Cayman), Ltd.
			
		 	By:	 	West Gate Horizons Advisors, LLC,
		 		 	as Collateral Manager
			
		 	By:	 	 /s/ Gordon R. Cook

		 	Title:	 	Senior Credit Analyst
		
	Lender:	 	Endurance CLO I, Ltd.
		 	c/o West Gate Horizons Advisors LLC,
		 		 	as Portfolio Manager
			
		 	By:	 	 /s/ Gordon R. Cook

		 	Title:	 	Senior Credit Analyst
		
	Lender:	 	WG Horizons CLO I
			
		 	By:	 	West Gate Horizons Advisors LLC,
		 		 	as Manager
			
		 	By:	 	 /s/ Gordon R. Cook

		 	Title:	 	Senior Credit Analyst
		
	Lender:	 	Franklin Floating Rate Daily Access Fund
			
		 	By:	 	 /s/ Madeline Lam

		 	Title:	 	Asst. Vice President
		
	Lender:	 	Franklin Floating Rate Master Series
			
		 	By:	 	 /s/ Madeline Lam

		 	Title:	 	Asst. Vice President
		
	Lender:	 	Franklin CLO II, Limited
			
		 	By:	 	 /s/ David Ardini

		 	Title:	 	Vice President


  

 21 









					
	Lender:    	 	Franklin CLO V, Limited
			
		 	By:	 	 /s/ David Ardini

		 	Title:	 	Vice President
		
	Lender:	 	Ares Enhanced Loan Investment Strategy, Ltd.
			
		 	By:	 	Ares Enhanced Loan Management, L.P.
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares Enhanced Loan GP, LLC
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:	 	Ares Enhanced Loan Investment Strategy II, Ltd.
			
		 	By:	 	Ares Enhanced Loan Management II, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares Enhanced Loan GP II, LLC
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:	 	Ares Leveraged Finance General II
			
		 	By:	 	Ares CLO Management IIIR/IVR., L.P.
		 	By:	 	Ares CLO GP IIIR/IVR, LLC,
		 	Its:	 	General Partner
		 	By:	 	Ares Management LLC,
		 	Its:	 	Manager
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:	 	Ares IIR CLO Ltd.
			
		 	By:	 	Ares CLO Management IIR, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO IIR, LLC,
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President


  

 22 









					
	Lender:    	 	Ares VRCLO Ltd.
			
		 	By:	 	Ares CLO Management VR, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO GP VR, LLC,
		 	Its:	 	Managing Member
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:    	 	Ares VIRCLO Ltd.
			
		 	By:	 	Ares CLO Management VIR, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO GP VIR, LLC,
		 	Its:	 	Managing Member
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:    	 	Ares VII CLO Ltd.
			
		 	By:	 	Ares CLO Management VII, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO GP VII, LLC,
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:    	 	Ares VIII CLO Ltd.
			
		 	By:	 	Ares CLO Management VIII, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO GP VIII, LLC,
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President


  

 23 









					
	Lender:    	 	Ares IX CLO Ltd.
			
		 	By:	 	Ares CLO Management IX, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO GP IX, LLC,
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:	 	Ares X CLO Ltd.
			
		 	By:	 	Ares CLO Management X, L.P.,
		 	Its:	 	Investment Manager
			
		 	By:	 	Ares CLO GP X, LLC,
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Americo Cascella

		 	Title:	 	Vice President
		
	Lender:	 	Yorkville CBNA Loan Funding LLC, for itself or as agent for Yorkville CFPI Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney in fact
		
	Lender:	 	GOF Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney in fact
		
	Lender:	 	Cole Brook CBNA Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney in fact
		
	Lender:	 	Beecher CBNA Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney-In-Fact
		
	Lender:	 	Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney In Fact


  

 24 









					
	Lender:    	 	Stedman CBNA Loan Funding LLC, for itself or as agent for Stedman CFPI Loan Funding LLC.
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney In Fact
		
	Lender:	 	Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney In Fact
		
	Lender:	 	Feingold O’Keeffe Credit Fund CBNA Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 	Title:	 	Attorney In Fact
		
	Lender:	 	GoldenTree Capital Opportunities, L.P.
			
		 	By:	 	GoldenTree Asset Management, L.P.
			
		 	By:	 	 /s/ Karen Weber

		 	Title:	 	Authorized Signatory
		
	Lender:	 	GoldenTree Credit Opportunities Financing I, Limited
			
		 	By:	 	GoldenTree Asset Management, L.P.
			
		 	By:	 	 /s/ Karen Weber

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Reynolds American Defined Benefit Master Trust
			
		 	By:	 	GoldenTree Asset Management, L.P.
			
		 	By:	 	 /s/ Karen Weber

		 	Title:	 	Authorized Signatory


  

 25 









					
	Lender:    	 	GoldenTree 2004 Trust
			
		 	By:	 	GoldenTree Asset Management, L.P.,
			
		 	By:	 	 /s/ Karen Weber

		 	Title:	 	Authorized Signatory
		
	Lender:	 	GoldenTree High Yield Opportunities II, L.P.
			
		 	By:	 	GoldenTree Asset management, L.P..
			
		 	By:	 	 /s/ Karen Weber

		 	Title:	 	Authorized Signatory
		
	Lender:	 	GoldenTree Loss Opportunities I, Ltd.
			
		 	By:	 	GoldenTree Asset Management, L.P.
			
		 	By:	 	 /s/ Karen Weber

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Trimaran CLO IV Ltd
			
		 	By:	 	Trimaran Advisors L.L.C.
			
		 	By:	 	 /s/ David M. Millison

		 	Title:	 	Managing Director
		
	Lender:	 	Trimaran CLO V, Ltd
			
		 	By:	 	Trimaran Advisors L.L.C.
			
		 	By:	 	 /s/ David M. Millison

		 	Title:	 	Managing Director
		
	Lender:	 	Atlas Loan Funding (Hartford), LLC
			
		 	By:	 	Atlas Capital Funding, Ltd.
		 	By:	 	Structured Asset Investors, LLC
		 	Its:	 	Investment Manager
			
		 	By:	 	 /s/ Diana M. Himes

		 	Title:	 	Associate
		
	Lender:	 	WB Loan Funding 6, LLC
			
		 	By:	 	 /s/ Diana M. Himes

		 	Title:	 	Associate


  

 26 









					
	Lender:    	 	WB Loan Funding 7, LLC
			
		 	By:	 	 /s/ Diana M. Himes

		 	Title:	 	Associate
		
	Lender:	 	Navigare Funding I CLO Ltd.
			
		 	By:	 	Navigare Partners, LLC,
		 	Its:	 	Collateral Manager
			
		 	By:	 	 /s/ Sheryl A. Rothman

		 	Title:	 	Managing Director
		
	Lender:	 	Navigare Funding II CLO Ltd.
			
		 	By:	 	 Navigare Partners, LLC,
 as Collateral
Manager

			
		 	By:	 	 /s/ Sheryl A. Rothman

		 	Title:	 	Managing Director
		
	Lender:	 	Westbrook CLO, Ltd.
			
		 	By:	 	Shenkman Capital Management, Inc., as Investment Manager
			
		 	By:	 	 /s/ Richard H. Weinstein

		 	Title:	 	Executive Vice President
		
	Lender:	 	Morgan Stanley Senior Funding, Inc.
			
		 	By:	 	 /s/ Donna M. Souza

		 	Title:	 	Vice President
		
	Lender:	 	Halcyon Loan Investors CLO I Ltd.
			
		 	By:	 	 /s/ Aaron Goldberg

		 	Title:	 	Chief Financial Officer
		
	Lender:	 	Halcyon Structured Asset Management CLO I Ltd.
			
		 	By:	 	 /s/ Aaron Goldberg

		 	Title:	 	Chief Financial Officer


  

 27 









					
	Lender:    	 	Cannington Funding Ltd.
			
		 	By:	 	Silvermine Capital Management, LLC
		 		 	as Investment Manager
			
		 	By:	 	 /s/ Richard F. Kurth

		 	Title:	 	Managing Director
		
	Lender:	 	Comstock Funding Ltd.
			
		 	By:	 	Silvermine Capital Management, LLC as Investment Manager
			
		 	By:	 	 /s/ Richard F. Kurth

		 	Title:	 	Managing Director
		
	Lender:	 	 Loan Funding XIII LLC for itself or as agent
 for Corporate Funding XIII

			
		 	By:	 	 /s/ Richard F. Kurth

		 	Title:	 	Managing Director
		
	Lender:	 	Greens Creek Funding Ltd.
			
		 	By:	 	Silvermine Capital Management, LLC as Investment Manager
			
		 	By:	 	 /s/ Richard F. Kurth

		 	Title:	 	Managing Director
		
	Lender:	 	Cavalry CLO I, Ltd.
			
		 	By:	 	Regiment Capital Management, LLC as its Investment Advisor
			
		 	By:	 	Regiment Capital Advisors, LP
		 	Its:	 	Manager and pursuant to delegated authority
			
		 	By:	 	Regiment Capital Advisors, LLC
		 	Its:	 	General Partner
			
		 	By:	 	 /s/ Mark Brostowski

		 	Title:	 	Authorized Signatory


  

 28 









					
	Lender:    	 	Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio
			
		 	By:	 	 /s/ John H. Costello

		 	Title:	 	Assistant Treasurer
		
	Lender:	 	Babson CLO Ltd. 2003-I
		 	Babson CLO Ltd. 2004-I
		 	Babson CLO Ltd. 2004-II
		 	Babson CLO Ltd. 2005-I
		 	Babson CLO Ltd. 2005-II
		 	Babson CLO Ltd. 2005-III
		 	Babson CLO Ltd. 2006-I
		 	Babson CLO Ltd. 2006-II
		 	Babson CLO Ltd. 2007-I
		 	Sapphire Valley CDO I, Ltd.
		 	Suffield CLO, Ltd.
			
		 	By:	 	Babson Capital Management LLC as Collatearl Manager
			
		 	By:	 	 /s/ Arthur McMahon

		 	Title:	 	Director
		
	Lender:	 	Massachusetts Mutual Life Insurance Company
			
		 	By:	 	Babson Capital Managmenet LLC as Investment Adviser
			
		 	By:	 	 /s/ Arthur McMahon

		 	Title:	 	Director
		
	Lender:	 	Bill & Melinda Gates Foundation Trust
			
		 	By:	 	Babson Capital Management LLC as Investment Adviser
			
		 	By:	 	 /s/ Arthur McMahon

		 	Title:	 	Director
		
	Lender:	 	Four Corners CLO 2005-I, Ltd.
			
		 	By:	 	Four Corners Capital Management, LLC as Collateral Manager
			
		 	By:	 	 /s/ Drew R. Sweeney

		 	Title:	 	Senior Vice President


  

 29 









					
	Lender:    	 	Fortress Portfolio Trust
			
		 	By:	 	Four Corners Capital Management, LLC as Investment Manager
			
		 	By:	 	 /s/ Drew R. Sweeney

		 	Title:	 	Senior Vice President
		
	Lender:	 	First Trust/Four Corners Senior Floating Rate Income Fund I
			
		 	By:	 	Four Corners Capital Management, LLC as Sub-Adviser
			
		 	By:	 	 /s/ Drew R. Sweeney

		 	Title:	 	Senior Vice President
		
	Lender:	 	First Trust/Four Corners Senior Floating Rate Income Fund
			
		 	By:	 	 Four Corners Capital Management, LLC
 as
Sub-Adviser

			
		 	By:	 	 /s/ Drew R. Sweeney

		 	Title:	 	Senior Vice President
		
	Lender:	 	Security Income Fund-Income Opportunity Series
			
		 	By:	 	 Four Corners Capital Management, LLC
 as
Sub-Adviser

			
		 	By:	 	 /s/ Drew R. Sweeney

		 	Title:	 	Senior Vice President
		
	Lender:	 	Atlas Loan Funding 1, LLC
			
		 	By:	 	Atlas Capital Funding, Ltd.
		 	By:	 	Structured Asset Investors, LLC
		 	Its:	 	Investment Manager
			
		 	By:	 	 /s/ Diana M. Himes

		 	Title:	 	Associate
		
	Lender:	 	Red Fox Funding LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President


  

 30 









					
	Lender:    	 	Airlie CLO 2006-I
			
		 	By:	 	 /s/ Steven L. Ezzer

		 	Title:	 	PM, MD
		
	Lender:	 	Airlie CLO 2006-II
			
		 	By:	 	 /s/ Steven L. Ezzer

		 	Title:	 	PM, MD
		
	Lender:	 	NACM CLO I
			
		 	By:	 	 /s/ Joanna Willars

		 	Title:	 	Authorized Signatory
		
	Lender:	 	Blue Mountain CLO II, Ltd.
			
		 	By:	 	 /s/ Kimberly Reina

		 	Title:	 	Associate
		
	Lender:	 	Blue Mountain CLO, Ltd.
			
		 	By:	 	 /s/ Kimberly Reina

		 	Title:	 	Associate
		
	Lender:	 	WatchTower CLO I Plc
			
		 	By:	 	Citadel Limited Partnership, Collateral Manager
		 	By:	 	Citadel Investment Group L.L.C. its General Partner
			
		 	By:	 	 /s/ Erica L. Tarpey

		 	Title:	 	Authorized Signatory
		
	Lender:	 	PPM Grayhawk CLO, Ltd.
			
		 	By:	 	PPM America, Inc., as Collateral Manager
			
		 	By:	 	 /s/ David. C. Wagner

		 	Title:	 	Managing Director


  

 31 









					
	Lender:    	 	Serves 2006-I, Ltd.
			
		 	By:	 	PPM America, Inc., as Collateral Manager
			
		 	By:	 	 /s/ David. C. Wagner

		 	Title:	 	Managing Director
		
	Lender:	 	Boldwater CBNA Loan Funding LLC
			
		 	By:	 	 /s/ Molly Walter

		 	Title:	 	Attorney-In-Fact
		
	Lender:	 	Blue Shield of California
			
		 	By:	 	 /s/ David Ardini

		 	Title:	 	Vice President
		
	Lender:	 	Franklin CLO IV, Ltd.
			
		 	By:	 	 /s/ David Ardini

		 	Title:	 	Vice President
		
	Lender:	 	Four Corners CLO II, Ltd.
			
		 	By:	 	 /s/ Matthew Massier

		 	Title:	 	Attorney-In-Fact
		
	Lender:	 	Knight CBNA Loan Funding
		 	Knight CFPI Loan Funding LLC
		
		 	 Knight CBNA Loan Funding LLC, for
 itself or
as Agent for Knight CFPI
 Loan Funding LLC

			
		 	By:	 	 /s/ Matthew Massier

		 	Title:	 	Attorney-In-Fact
		
	Lender:	 	Citibank, N.A.,
			
		 	By:	 	 /s/ Christine M. Kanicki

		 	Title:	 	Attorney-In-Fact


  

 32 









					
	Lender:    	 	Augusta Trading LLC
			
		 	By:	 	 /s/ Christina L. Ramseur

		 	Title:	 	Assistant Vice President
		
	Lender:	 	ING Capital LLC
			
		 	By:	 	 /s/ Neil de la Cruz

		 	Title:	 	Director
		
	Lender:	 	Venture CDO 2002, Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	
		
	Lender:	 	Venture II CDO 2002, Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	
		
	Lender:	 	Venture III CDO Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	
		
	Lender:	 	Venture IV CDO Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	
		
	Lender:	 	Venture V CDO Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	


  

 33 









					
	Lender:    	 	Venture VI CDO Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	
		
	Lender:	 	Venture VII CDO Ltd.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	
		
	Lender:	 	Vista Leveraged Income Fund.
		 	By its Investment Advisor
		 	MJX Asset Management LLC
			
		 	By:	 	 /s/ Atha Baugh

		 	Title:	 	


  

 34 








 CONSENT 
 Dated as of December 22, 2006         
 Reference is made to
(a) Amendment No. 1 to the Credit Agreement dated as of December 22, 2006 (the “Amendment”; capitalized terms not otherwise defined herein being used herein as defined in the Amendment and in the Credit
Agreement referred to below), (b) the Credit Agreement dated as of October 17, 2005 among Affinion Group Holdings, Inc., Affinion Group, Inc., as the Borrower, Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders,
and the Lenders and Agents referred to therein (the “Credit Agreement”), and (c) the other Loan Documents referred to therein. 
 The undersigned as parties to one or more of the Loan Documents, each hereby consents to the execution, delivery and the performance of the Amendment and agrees that each of the Loan Documents to which it is a party
is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment No. 1 Effective Date, except that, on and after the Amendment No. 1 Effective Date, each reference to “the
Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by the
Amendment. 
 This Consent shall be governed by, and construed in accordance with, the laws of the State of New York. 
 [Signature pages follow] 








	
	AFFINION AUTO SERVICES, INC.
	AFFINION DATA SERVICES, INC.
	AFFINION GROUP, LLC
	 AFFINION MEMBERSHIP SERVICES HOLDINGS SUBSIDIARY LLC

	AFFINION PUBLISHING, INC.
	BENEFIT CONSULTANTS MEMBERSHIP, INC.
	CARDWELL AGENCY, INC.
	COMP-U-CARD SERVICES LLC
	 CREDENTIALS SERVICES INTERNATIONAL, INC.

	LONG TERM PREFERRED CARE, INC.
	MCM GROUP, LTD.
	NGI HOLDINGS, INC.
	PREFERRED CARE AGENCY, INC.
	PROGENY MARKETING INNOVATIONS OF KENTUCKY, INC.
	PROGENY MARKETING INNOVATIONS INC.
	SAFECARD SERVICES, INCORPORATED
	TRAVELER’S ADVANTAGE SERVICES, INC.
	TRILEGIANT AUTO SERVICES, INC.
	TRILEGIANT CORPORATION
	TRILEGIANT INSURANCE SERVICES, INC.
	TRILEGIANT LOYALTY SOLUTIONS, INC.
	TRILEGIANT MARKETING SERVICES, INC.
	TRILEGIANT RETAIL SERVICES, INC.
	TRL GROUP, INC.
	UNITED BANK CLUB ASSOCIATION, INC.


  

			
	By:	 	 /s/ Nathaniel Lipman

	Name:	 	Nathaniel Lipman
	Title:	 	President and Chief Executive Officer


  

			
	CUC ASIA HOLDINGS
		
	By:	 	Comp-U-Card Services LLC, its General Partner
		
	By:	 	Affinion Membership Services Holdings Subsidiary LLC, its General Partner


  

			
	By:	 	 /s/ Nathaniel Lipman

	Name:	 	Nathaniel Lipman
	Title:	 	Chief Executive Officer of each of Comp-
	U-Card Services LLC and Affinion Membership
	Services Holdings Subsidiary LLC