**Exhibit 4.2**

SUPPLEMENTAL INDENTURE NO. 1 

SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”),dated as of October 4, 2007 among CCAA, Corporation (the “Additional Subsidiary Guarantor”), a Delaware corporation and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor) (“Holdings”), AffinionGroup, Inc., a Delaware corporation (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 theTrustee an Indenture (the “Indenture”), dated as of October 17, 2005, 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 Guarantor to execute and deliver to the Trustee a guarantyagreement 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 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, theIssuer, 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 theIssuer’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 allrespects 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 orhereafter authenticated and delivered shall be bound hereby. 

SECTION 4. Governing Law. **THIS SUPPLEMENTAL INDENTURE SHALL BEGOVERNED 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. 

 

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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. TheSection headings herein are for convenience only and shall not effect the construction of this Supplemental Indenture. 

 

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

 
AFFINION GROUP, INC.,by /s/ Todd Siegel Name: Todd Siegel Title: Executive Vice President and General CounselCCAA CORPORATIONby /s/ Todd Siegel Name: Todd Siegel Title: Executive Vice President and SecretaryWELLS FARGO BANK, NATIONAL ASSOCIATION,by /s/ Lynn M. Steiner Name: Lynn M. Steiner Title: Vice President
 

[Supplemental Indenture No. 1 (Senior)]