Supplemental Indenture No. 2 (Senior Notes)



 Exhibit 4.11 
 SUPPLEMENTAL INDENTURE NO. 2 
 SUPPLEMENTAL INDENTURE No. 2 (this
“Supplemental Indenture”), dated as of August 29, 2011 among Affinion Brazil Holdings I, LLC (“Affinion Brazil I”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or
its permitted successor), a Delaware corporation (the “Issuer”), Affinion Brazil Holdings II, LLC (“Affinion Brazil II”), a Delaware limited liability company and an indirect subsidiary of the Issuer, Prospectiv
Direct, Inc., a Delaware corporation and a direct subsidiary of the Issuer (“Prospectiv”, and together with Affinion Brazil I and Affinion Brazil II, the “Additional Subsidiary Guarantors”), the Issuer, and Wells
Fargo Bank, National Association, as Trustee under the Indenture (the “Trustee”). 
 WITNESSETH: 

WHEREAS the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the
“Indenture”), dated as of November 19, 2010, providing for the issuance of Senior Notes (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 Guarantors to execute and deliver to the
Trustee a guaranty agreement pursuant to which the Additional Subsidiary Guarantors 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 are 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 Guarantors 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 Guarantors hereby agree, 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 (including Article
11). 
 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. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 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. 

SECTION 7. Effect of Headings. The section headings herein are for convenience only and shall not effect the construction of this
Supplemental Indenture. 
 [Rest of Page Intentionally Left Blank] 

  
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 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:	 	    /s/ Todd H. Siegel
		 	Name:	 	Todd H. Siegel
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AFFINION BRAZIL HOLDINGS I, LLC
		
	By:	 	    /s/ Todd H. Siegel
		 	Name:	 	Todd H. Siegel
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	AFFINION BRAZIL HOLDINGS II, LLC
		
	By:	 	    /s/ Todd H. Siegel
		 	Name:	 	Todd H. Siegel
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	PROSPECTIV DIRECT, INC.
		
	By:	 	    /s/ Todd H. Siegel
		 	Name:	 	Todd H. Siegel
		 	Title:	 	Executive Vice President


 Supplemental Indenture No. 2 (Senior) 








					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	    /s/ Jayne Sillman
		 	Name:	 	Jayne Sillman
		 	Title:	 	Vice President


 Supplemental Indenture No. 2 (Senior)