First Amendment to Stockholder Agreement



 Exhibit 4.2 
 FIRST AMENDMENT TO 
 STOCKHOLDER AGREEMENT 

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

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 Shares 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 Common Shares 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 Stockholder Agreement at such time; 
 WHEREAS, GAP-W Holdings, L.P. has executed an
adoption agreement to the Stockholder Agreement (the “Adoption”) on the date hereof and effective as of January 17, 2011; and 
 WHEREAS, pursuant to Section 10(h) of the Stockholder Agreement, the Stockholder Agreement may be amended by written agreement of (x) Holders holding at least a majority of the issued and
outstanding Common Shares held by all Holders and (y) for so long as any Major Stockholder is a Major Stockholder, such Major Stockholder; 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. 
 1.1 The Stockholder Agreement is hereby amended by the replacement of the definition of “General
Atlantic” in Section 1 with the following: 
 “General Atlantic” means GAP-W Holdings, L.P. and the
investment partnerships sponsored by General Atlantic LLC that were stockholders of Webloyalty Holdings, Inc. 







 
immediately preceding the acquisition of Webloyalty Holdings, Inc. by Affinion Group, Inc., which investment partnerships, for the avoidance of doubt, are General Atlantic Partners 79, L.P.,
GAP-W, LLC, GapStar, LLC, GAPCO GmbH & Co. KG, GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC. 
 1.2 The
Stockholder Agreement 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 Stockholder Agreement shall continue in full force and effect in accordance with their terms. 
 Section 3.
Entire Agreement 
 This amendment, together with the Adoption and the Stockholder Agreement constitute the entire
agreement among the parties to the Stockholder Agreement. 
 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	 		 	
	By:	 	GAPCO Management GmbH,	 		 	GENERAL ATLANTIC PARTNERS 79, L.P.
		 	its General Partner	 		 	By:	 	General Atlantic LLC,
		 		 		 		 	its General Partner
	By:	 	 /s/ Thomas J. Murphy
	 		 		 	
		 	Name: Thomas J. Murphy	 		 	By:	 	 /s/ /Thomas J. Murphy

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

	By:	 	 /s/ Thomas J. Murphy
	 		 		 	 Name: Thomas J. Murphy

Title: Managing Director

		 	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
	  	Common
Shares	 
			
	Affinion Group Holdings, LLC	  	 Apollo Management V, L.P.
 9 West 57th
Street, 43rd Floor

New York, New York 10019
	  	 	57,750,000	  
		  	 Telephone:

Email:
 Attention:
	  	 (212) 515-3202

becker@apollolp.com
 Marc Becker
	  			
			
	Vincent D’Agostino / D’Agostino Family Trust A dated 4/8/99	  	 45 Turkey Hill Road South
 Westport, CT 06880
	  	 
	2,843,439
	  

		  	 Telephone:

Email:
	  	 (203) 254-9860

dagostinov@yahoo.com
	  			
	Richard Fernandes / Fernandes Family Trust A Dated June 25, 1999	  	 129 Quarter Horse Lane
 Fairfield CT 06824
	  	 	2,966,200	  
		  	 Telephone:

Email:
	  	 (203) 255-1736

rick.fernandes@webloyalty.com
	  			
	GAPCO GmbH & Co. KG	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	27,289	  
	GAP Coinvestments III, LLC	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	953,373	  









									
	 Name
	  	 Address for Notice
	  	Common
Shares	 
			
	GAP Coinvestments IV, LLC	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	248,611	  
	GapStar, LLC	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	218,374	  
	GAP-W, LLC	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	0	  
	GAP-W Holdings, L.P.	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	3,320,130	  
	General Atlantic Partners 79, L.P.	  	 General Atlantic Partners 79, L.P.
 c/o General Atlantic Service Company, LLC
 3 Pickwick Plaza

Greenwich, Connecticut 06830
 Facsimile: (212)
759-5708
 Email: clanning@generalatlantic.com
 Attention: General Counsel
	  	 	12,702,156	  









							
	 Name
	  	 Address for Notice
	  	Common
Shares
			
	In the case of any notice delivered to General Atlantic, a copy shall be sent to:	  	 Paul, Weiss, Rifkind, Wharton & Garrison LLP
 1285 Avenue of the Americas
 New York, NY 10019-6064

Facsimile: (212) 757-3990
  
 Attention: Matthew W. Abbott