First Amendment to Amended and Restated Registration Rights Agreement



 Exhibit 4.3 
 FIRST AMENDMENT TO 
 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 

The undersigned desire to enter into this First Amendment to Amended and Restated Registration Rights Agreement, dated this 30th day of
March, 2012, and effective as of January 17, 2011, to amend that certain Amended and Restated Registration Rights Agreement, dated as of January 14, 2011, among Affinion Group Holdings, Inc., a Delaware corporation (the
“Company”) and the holders party thereto (the “RRA”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the RRA. 

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of January 14, 2011, by and among the Company, Affinion Group, Inc.,
Parker Holdings, LLC, Parker Merger Sub, Inc. and Webloyalty Holdings, Inc. (“Webloyalty”), Webloyalty was merged with and into Parker Merger Sub, Inc. (the “Merger”), Webloyalty became an indirect wholly-owned
subsidiary of the Company, and certain former equity owners of Webloyalty were issued Common Stock in exchange for their shares in Webloyalty; 
 WHEREAS, in connection with the Merger, GAP-W, LLC, a former equity owner of Webloyalty, directed that the 3,320,130 shares of Common Stock to which it was entitled (the “GAP-W Shares”)
be issued to GAP-W Holdings, L.P.; 
 WHEREAS, the GAP-W Shares were issued to GAP-W Holdings, L.P. on January 17, 2011,
but GAP-W Holdings, L.P. was not made a party to the RRA at such time; 
 WHEREAS, GAP-W Holdings, L.P. has executed an adoption
agreement to the RRA (the “Adoption”) on the date hereof and effective as of January 17, 2011; and 

WHEREAS, pursuant to Section 22 of the RRA, the RRA may be amended by written agreement of (x) Affinion Group Holdings, LLC,
and (y) Holders of a Majority of the Eligible Shares held by the Principal WL Stockholders; provided the written consent of the Company shall be required, in the event that any such amendment, supplement or modification imposes a
burden or obligation on the Company or adversely affects a benefit or right of the Company under the Stockholder Agreement. 

NOW, THEREFORE, the parties hereto hereby agrees as follows: 
 Section 1. Amendment. 
 The RRA is hereby amended by the replacement of
Schedule I thereto with Exhibit A hereto. 
 Section 2. Continuing Force and Effect 

Except to the extent expressly amended hereby or by the Adoption, the terms and conditions of the RRA shall continue in full force and
effect in accordance with their terms. 







 Section 3. Entire Agreement 

This amendment, together with the Adoption and the RRA constitute the entire agreement among the parties to the RRA. 

Section 4. Counterparts 
 This amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the day and year
first written above. 
  

			
	AFFINION GROUP HOLDINGS, INC.
		
	By:	 	 /s/ Todd Siegel

	Name:	 	Todd Siegel
	Title:	 	Executive Vice President
		 	and Chief Financial Officer









 IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the day and year
first written above. 
  

			
	AFFINION GROUP HOLDINGS, LLC
		
	By:	 	 /s/ Marc Becker

		 	Name: Marc Becker
		 	Title: Manager









 IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the day and year
first written above. 
  

									
	GAPCO GMBH & CO. KG	 		 	GENERAL ATLANTIC PARTNERS 79, L.P.
	By:	 	GAPCO Management GmbH,	 		 	By:	 	General Atlantic LLC,
		 	its General Partner	 		 		 	its General Partner
					
	By:	 	 /s/ Thomas J. Murphy
	 		 	By:	 	 /s/ Thomas J. Murphy

		 	Name: Thomas J. Murphy	 		 	Name: Thomas J. Murphy
		 	Title: Procuration Officer	 		 	Title: Managing Director

  

									
		 		 	GAP-W HOLDINGS, L.P.
	GAP COINVESTMENTS III, LLC	 		 	By:	 	General Atlantic GenPar, L.P.,
		 		 		 		 	its General Partner
	By:	 	 /s/ Thomas J. Murphy
	 		 		 	
		 	Name: Thomas J. Murphy	 		 	By:	 	General Atlantic LLC,
		 	Title: Managing Director	 		 		 	its General Partner
					
		 		 		 	By:	 	 /s/ Thomas J. Murphy

		 		 		 	Name: Thomas J. Murphy
	GAP COINVESTMENTS IV, LLC	 		 		 	Title: Managing Director
		 		 		 		 	
	By:	 	 /s/ Thomas J. Murphy
	 		 		 	
		 	Name: Thomas J. Murphy	 		 		 	
		 	Title: Managing Director	 		 		 	
				
	GAPSTAR, LLC	 		 		 	
					
	By:	 	 /s/ Thomas J. Murphy
	 		 		 	
		 	Name: Thomas J. Murphy	 		 		 	
		 	Title: Managing Director	 		 		 	
				
	GAP-W, LLC	 		 		 	
	By:	 	General Atlantic GenPar, L.P.,	 		 		 	
		 	its Manager	 		 		 	
					
	By:	 	General Atlantic LLC,	 		 		 	
		 	its General Partner	 		 		 	
					
	By:	 	 /s/ Thomas J. Murphy
	 		 		 	
		 	Name: Thomas J. Murphy	 		 		 	
		 	Title: Managing Director	 		 		 	








 EXHIBIT A 

[Please see attached] 







 SCHEDULE I 
 List of Holders 
  

					
	 Name
	  	 Address for Notice

		
	Affinion Group Holdings, LLC	  	Apollo Management V, L.P.
		  	9 West 57th Street, 43rd
Floor
		  	New York, New York 10019
		  	Telephone:	  	(212) 515-3202
		  	Email:	  	becker@apollolp.com
		  	Attention:	  	Marc Becker
		
	 D’Agostino Family Trust A Date 4/8/99 / Vincent D’Agostino
	  	45 Turkey Hill Road South
	  	  
 Westport, CT 06880

	  	Telephone:	  	(203) 254-9860
	  	Email:	  	dagostinov@yahoo.com
		
	Richard Fernandes / Fernandes Family Trust A dated June 25, 1999	  	129 Quarter Horse Lane
	  	Fairfield CT 06824
	  	Telephone:	  	(203) 255-1736
	  	Email:	  	rick.fernandes@webloyalty.com
		
	GAPCO GmbH & Co. KG	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com

	GAP Coinvestments III, LLC	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com

	GAP Coinvestments IV, LLC	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com



  
 Schedule I










					
	 GAPSTAR, LLC
	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com

	 GAP-W, LLC
	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com

	 GAP-W Holdings, L.P.
	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com

	 General Atlantic Partners 79, L.P.
	  	 General Atlantic LLC
 55 East 52nd Street, 32nd Floor
 New York, New York 10055

Facsimile: (212) 759-5708
 Attention: General
Counsel
 Email: clanning@generalatlantic.com



  
 Schedule I-2