Amendment No. 2 to the Credit Agreement



 Exhibit 10.1 
 Execution Version 
 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT 
 Dated as of June 1, 2007 
 AMENDMENT
NO. 2 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, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 22, 2006 (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. 2 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. 2” means Amendment No. 2, dated as of June 1, 2007, 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. 2 Effective Date” has the meaning specified in Amendment No. 2. 
 “Holdings Credit Agreement” means the Credit Agreement dated as of January 31, 2007, among Holdings, the
lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent and Bank of America Securities LLC, as syndication agent, as in effect on the Amendment No. 2 Effective Date, and as amended from time to time thereafter.

  

 Amendment No. 2 to the Affinion Credit Agreement 
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 (b) Section 2.19(d) of the Credit Agreement is hereby amended by replacing the words “on or
before the date that is one year after the Closing Date” with “after the Amendment No. 2 Effective Date but prior to March 1, 2008”. 
 (c) Section 6.06(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “(h) after an applicable Bridge Financing Covenant Release, the Borrower may elect to declare and pay Dividends to Holdings in an amount not to exceed the Available Free Cash Flow Amount, such election to be
specified as provided in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Available Free Cash Flow Amount immediately prior to such election and the amount thereof elected to be so applied;
provided, that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and any related transactions (including, without limitation, the incurrence of any Indebtedness), and (ii) if
the declaration and payment of a Dividend to Holdings in order to permit Holdings to make the cash interest payment scheduled to be made on March 1, 2008 with respect to the Holdings Credit Agreement (the “Holdings March 2008
Interest Dividend”) exceeds the amount of interest that Holdings actually pays in cash for such interest period under Section 2.07(a) of the Holdings Credit Agreement, as in effect on the Amendment No. 2 Effective Date (the
“Excess Dividend”), then such Excess Dividend shall promptly be returned by Holdings to Borrower in the form of a cash capital contribution, and (iii) for any such Dividend other than the Holdings March 2008 Interest
Dividend, immediately after giving effect to the payment of such Dividend and any related transactions (including, without limitation, the incurrence of any Indebtedness) on a Pro Forma Basis, the Senior Secured Bank Leverage Ratio shall not exceed
2.25 to 1.0;” 
 (d) Section 6.08(b) of the Credit Agreement is hereby amended by replacing the “and” prior to clause
(v) thereof with “,” and by replacing the “.” at the end of the section with: 
 “and (vi) holding the
proceeds of Dividends received pursuant to Section 6.06(h) and investing such proceeds in Permitted Investments.” 
 SECTION 2.
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. 2 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 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 

  

 Amendment No. 2 to the Affinion Credit Agreement 
 2 








 
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 3 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 the Amendment No. 2 Effective Date, no event has occurred and is continuing that constitutes a Default or an
Event of Default. 
 SECTION 3. 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 of whether considered in a proceeding in equity or at law). 
  

 Amendment No. 2 to the Affinion Credit Agreement 
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 SECTION 4. 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 5. 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 6. 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 7. Governing Law. This Amendment shall
be governed by, and construed in accordance with, the laws of the State of New York. 
  

 Amendment No. 2 to the Affinion Credit Agreement 
 4 








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


  

 Amendment No. 2 to the Affinion Credit Agreement 








  

			
	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
	
	Agreed as of the date first above written:
	
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
	as Administrative Agent and as Lender
		
	By:	 	 /s/ Robert Hetu

		 	Name: Robert Hetu
		 	Title:   Managing Director
		
	By:	 	 /s/ Denise L. Alvarez

		 	Name: Denise L. Alvarez
		 	Title:   Associate


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	 Agreed as of the date first above written:

		
	 Lender:
	  	 IKB Capital Corporation

			
		  	By:	 	 /s/ David N. Snyder

		  		 	Name: David N. Snyder
		  		 	Title:   President
			
		  	By:	 	 /s/ William Backus

		  		 	Name: William Backus
		  		 	Title:   Portfolio Manager
		
	Lender:	  	Bacchus (US) 2006-1, Ltd
			
		  	By:	 	 /s/ David N. Snyder

		  		 	Name: David N. Snyder
		  		 	Title:   President
			
		  	By:	 	 /s/ William Backus

		  		 	Name: William Backus
		  		 	Title:   Vice President
		
	Lender:	  	Rosedale CLO
		  	By: Princeton Advisory Group, Inc. the Collateral Agent Acting as Attorney-In-Fact
			
		  	By:	 	 /s/ Jennifer Wright

		  		 	Name: Jennifer Wright
		  		 	Title:   Vice President


  

					
	Lender:	  	The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating Rate Fund
		  	By: Hartford Investment Management Company, its sub-advisor
			
		  	By:	 	 /s/ Alan Buck

		  		 	Name: Alan Buck
		  		 	Title:   Assistant 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/ Alan Buck

		  		 	Name: Alan Buck
		  		 	Title:   Assistant Vice President


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		 	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		 	Agreed as of the date first above written:
		
	Lender:	 	Whitehorse III, Ltd.
		 	By: Whitehorse Capital Partners, L.P.
		 	as Collateral Manager
			
		 	By:	 	 /s/ Ethan M. Underwood, CFA

		 		 	Name: Ethan M. Underwood, CFA
		 		 	Title:   Portfolio Manager
		
	Lender:	 	GOF Loan Funding LLC
			
		 	By:	 	 /s/ Alicia Marthaler

		 		 	Name: Alicia Marthaler
		 		 	Title:   Attorney-in-fact
		
	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

		 		 	Name: 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

		 		 	Name: John P. Connor
		 		 	Title:   Senior Vice President
		
	Lender:	 	GOF Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

		 		 	Name: Janet Haack
		 		 	Title:   Attorney in fact
		
	Lender:	 	Cannington Funding Ltd.
		 	By: Silvermine Capital management LTD
		 	as Investment Manager
			
		 	By:	 	 /s/ Richard F. Kurth

		 		 	Name: Richard F. Kurth
		 		 	Title:   Managing Director


 Amendment No. 2 to the Affinion Credit Agreement 







  

			
	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005




			
	
	Agreed as of the date first above written: 



					
		
	Lender:	 	 Loan Funding XIII LLC
 By: Silvermire
Capital Management, LLC
 as Investment Manager

			
		 	By:	 	 /s/ Richard F. Kurth

		 		 	Name: Richard F. Kurth
		 		 	Title:   Managing Director


  

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

		 		 	Name: Richard F. Kurth
		 		 	Title:   Managing Director


  

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

		 		 	Name: Richard F. Kurth
		 		 	Title:   Managing Director
		
	Lender:	 	Beecher CBNA Loan Funding LLC
			
		 	By:	 	 /s/ Janet Haack

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

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

		 		 	Name: Janet Haack
		 		 	Title:   Attorney In Fact


 Amendment No. 2 to the Affinion Credit Agreement 







  

					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC.
			
		  	By:	 	 /s/ Janet Haack

		  		 	Name: Janet Haack
		  		 	Title:   Attorney In Fact
		
	Lender:	  	Baker Street CLO III Ltd
		  	as Warehouse Manager
			
		  	By:	 	 /s/ Eric Brune

		  		 	Name: Eric Brune
		  		 	Title:   Vice President
		
	Lender:	  	 Baker Street Funding CLO 2005-1 Ltd.
 as
Collateral Manager

			
		  	By:	 	 /s/ Eric Brune

		  		 	Name: Eric Brune
		  		 	Title:   Vice President
		
	Lender:	  	 GoldenTree Capital Opportunities, LP
 By:
GoldenTree Asset Management, LP

			
		  	By:	 	 /s/ Karen Weber

		  		 	Name: Karen Weber
		  		 	Title:   Authorized Signatory
		
	Lender:	  	GoldenTree 2004 Trust
		  	By: GoldenTree Asset Management, LP
			
		  	By:	 	 /s/ Karen Weber

		  		 	Name: Karen Weber
		  		 	Title:   Authorized Signatory
		
	Lender:	  	 GoldenTree Loan Opportunities IV, Ltd
 By:
GoldenTree Asset Management, LP

			
		  	By:	 	 /s/ Karen Weber

		  		 	Name: Karen Weber
		  		 	Title:   Authorized Signatory


 Amendment No. 2 to the Affinion Credit Agreement 







  

					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	NACM CLO I
			
		  	By:	 	 /s/ Joanna Willars

		  		 	Name Joanna Willars
		  		 	Title:   Authorized Signatory
		
	Lender:	  	Deutsche Bank AG New York Branch
			
		  	By:	 	 /s/ Scottye Lindsey

		  		 	Name: Scottye Lindsey
		  		 	Title:   Director
			
		  	By:	 	 /s/ Evelyn Thierry

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

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

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

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

		  		 	Name: Colin Donlan
		  		 	Title:   Director


 Ammendment No. 2 to the Affinion Credit Agreement 








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Wind River CLO I Ltd.
		  	By: McDonnell Investment Management, LLC
		  	 as Manager

			
		  	By:	 	 /s/ Kathleen A. Zarn

		  		 	Name: Kathleen A. Zarn
		  		 	Title:   Vice President
		
	Lender:	  	 Wind River CLO II – Tate Investors, Ltd.
 By: McDonnell Investment Management, LLC
 as Manager

			
		  	By:	 	 /s/ Kathleen A. Zarn

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

			
		  	By:	 	 /s/ Kathleen A. Zarn

		  		 	Name: 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

		  		 	Name: Kathleen A. Zarn
		  		 	Title:   Vice President
		
	Lender:	  	BNP Paribas
			
		  	By:	 	 /s/ Cecile Scherer

		  		 	Name: Cecile Scherer
		  		 	Title:   Director
			
		  	By:	 	 /s/ Charles Romano

		  		 	Name: Charles Romano
		  		 	Title:   Vice President


 Ammendment No. 2 to the Affinion Credit Agreement 







  

					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Atlas Loan Funding (Hartford), LLC
		  	By: Atlas Capital Funding, Ltd.
		  	 By: Structured Asset Investors, LLC
 Its:
Investment Manager

			
		  	By:	 	 /s/ Diana M. Himes

		  		 	Name: Diana M. Himes
		  		 	Title:   Vice President
		
	Lender:	  	WB Loan Funding 6 (Onshore), LLC
			
		  	By:	 	 /s/ Diana M. Himes

		  		 	Name: Diana M. Himes
		  		 	Title:   Vice President
		
	Lender:	  	WB Loan Funding 7 (Onshore), LLC
			
		  	By:	 	 /s/ Diana M. Himes

		  		 	Name: Diana M. Himes
		  		 	Title:   Vice President
		
	Lender:	  	 Hamlet II, Ltd.
 By: Octagon Credit
Investors, LLC
 as Portfolio Manager

			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager
		
	Lender:	  	 Octagon Investment Partners IX, Ltd.
 By:
Octagon Credit Investors, LTD
 as Manager

			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager
		
	Lender:	  	 Octagon Investment Partners V, Ltd.
 By:
Octagon Credit Investors, LLC
 as Portfolio Manager

			
		  	By	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager


 Ammendment No. 2 to the Affinion Credit Agreement 







  

					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Octagon Investment Partners VI, Ltd.
		  	 By: Octagon Credit Investors, LLC

		  	 as collateral manager

			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager
		
	Lender:	  	Octagon Investment Partners VII, Ltd.
		  	By: Octagon Credit Investors, LLC
		  	as collateral manager
			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager
		
	Lender:	  	 Octagon Investment Partners VIII, Ltd.
 By: Octagon Credit Investors, LLC
 as collateral manager

			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager
		
	Lender:	  	 Octagon Investment Partners X, Ltd.
 By:
Octagon Credit Investors, LLC
 as collateral manager

			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Senior Portfolio Manager
		
	Lender:	  	 Octagon Investment Partners XI, Ltd.
 By:
Octagon Credit Investors, LLC
 as Manager

			
		  	By:	 	 /s/ Michael B. Nechamkin

		  		 	Name: Michael B. Nechamkin
		  		 	Title:   Collateral Manager


 Ammendment No. 2 to the Affinion Credit Agreement 







  

					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	 MFL Ares Enhanced Loan Investment Strategy IR, Ltd.
 as Trustee of the Ares Enhanced Loan Investment Strategy IR Trust

		
		  	 By: Ares Enhanced Loan Management IR, L.P.
 as its Portfolio Partner

		
		  	 By: Ares Enhanced Loan IR GP, LLC,
 as its
General Partner

		
		  	 By: Ares Management LLC,
 as its
Manager

			
		  	By:	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	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/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President
		
	Lender:	  	 Ares IIR/IVR CLO Ltd.

		  	 By:
	 	Ares CLO Management IIR/IVR, L.P.
		
		  	 By: Ares CLO OP IIIR/IVR, LLC, Its General Partner, its Manager

			
		  	By: 	 	Ares Management LLC, its Manager
			
		  	By:	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	Agreed as of the date first above written:
		
	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/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President
		
	Lender:	  	Ares VR CLO Ltd.
		
		  	 By: Ares CLO Management VR, L.P.,
 Investment Manager

		
		  	 By: Ares CLO GP VR, LLC,
 Its: General
Partner

			
		  	By:	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President
		
		  	 Ares VIR CLO Ltd
  
 By: Ares CLO Management VIR, L.P.,
 Investment Manager

		
		  	 By: Ares CLO GP VIR, LLC,

		  	Its: General Partner
			
		  	 By:
	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President
		
	Lender:	  	 Ares VII CLO Ltd.
 By: Ares CLO Management
VII, L.P.,
 Investment Manager

		
		  	 By: Ares CLO GP VII, LLC,
 Its: General
Partner

			
		  	By:	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		 	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		 	Agreed as of the date first above written:
		
	Lender:	 	Ares VII CLO Ltd.
		
		 	By: Ares CLO Management VIII L.P.,
		 	Investment Manager
		
		 	By: Ares CLO GP VIII, LLC,
		 	General Partner
			
		 	By:	 	 /s/ Seth J. Brufsky

		 		 	Name: Seth J. Brufsky
		 		 	Title:   Vice President
		
	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/ Seth J. Brufsky

		 		 	Name: Seth J. Brufsky
		 		 	Title:   Vice President
		
	Lender:	 	 Ares VII CLO Ltd.

		
		 	By: Ares CLO Management VII L.P.
		 	Investment Manager
		
		 	 By: Ares CLO GP VII, LLC

		 	General Partner
			
		 	By:	 	 /s/ Seth J. Brufsky

		 		 	Name: Seth J. Brufsky
		 		 	Title:   Vice President
		 	Its: General Partner
		
		 	 By: Ares CLO GP VIII, L.P.,
 Its: General
Partner

			
		 	By:	 	 /s/ Seth J. Brufsky

		 		 	Name: Seth J. Brufsky
		 		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		    	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		    	 Agreed as of the date first above written:

		
	 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/ Seth J. Brufsky

		    		 	Name: Seth J. Brufsky
		    		 	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/ Seth J. Brufsky

		    		 	Name: Seth J. Brufsky
		    		 	Title   Vice President
		
	 Lender:
	    	 Ares Leveraged Finance General I
  
 By: Ares CLO Management XI, L.P.

		
		    	By: Ares CLO GP XI, LLC,
		    	Its: General Partner
		
		    	 By: Ares Management LLC,
 Its:
Manager

			
		    	By:	 	 /s/ Seth J. Brufsky

		    		 	Name: Seth J. Brufsky
		    		 	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/ Seth J. Brufsky

		    		 	Name: Seth J. Brufsky
		    		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	 Agreed as of the date first above written:

		
	 Lender:
	  	 Ares Leveraged Finance General I

		
		  	 By: Ares CLO Management XI, L.P.

		
		  	 Ares CLO GP XI, LLC,

		  	 Its General Partner

		
		  	 Ares Management LLC,

		  	 Its Manager

			
		  	By:	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President
		
	 Lender:
	  	 Confluent 2 Limited

		
		  	 By: Ares Private Account Management I, L.P., as Sub-Manager

		  	By: Ares Private Account Management I GP, LLC,
		  	 As General Partner

		
		  	 Ares Management LLC,

		  	 as Manager

			
		  	By:	 	 /s/ Seth J. Brufsky

		  		 	Name: Seth J. Brufsky
		  		 	Title:   Vice President
		
	 Lender:
	  	 Navigare Total Return Loan Fund I

		  	 (Segregated Portfolio)

			
		  	By:	 	 /s/ James E. Kennedy

		  		 	Name: James E. Kennedy
		  		 	Title:    Managing Director
		
	 Lender:
	  	 Navigare Funding II CLO, Ltd.

			
		  	 By: 
	 	Navigare Partners LLC
		  	 as Collateral Manager

			
		  	By:	 	 /s/ James E. Kennedy

		  		 	Name: James E. Kennedy
		  		 	Title:   Managing Director


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	 Agreed as of the date first above written:

		
	 Lender:
	  	Navigare Funding I CLO Ltd
		
		  	 By: Navigare Partners LLC,
 Its collateral
manager

			
		  	By:	 	 /s/ James E. Kennedy

		  		 	Name: James E. Kennedy
		  		 	Title:   Managing Director
		
	 Lender:
	  	Canyon Capital CDO 2001-I, Ltd.
			
		  	By:	 	 /s/ Patrick Dooley

		  		 	Name: Patrick Dooley
		  		 	Title:   Authorized Signatory
		
		  	 Canyon Capital Advisors LLC,
 a Delaware
Limited Liability Company
 its Collateral Manager

		
	 Lender:
	  	Canyon Capital CLO 2006-I, Ltd.
			
		  	By:	 	 /s/ Dominique Mielle

		  		 	Name: Dominique Mielle
		  		 	Title:   Authorized Signatory
		
		  	 Canyon Capital Advisors LLC,
 a Delaware
Limited Liability Company,

		  	its Colateral Manager
		
	 Lender:
	  	Canyon Capital CLO 2004-I, Ltd.
			
		  	By:	 	 /s/ Dominique Mielle

		  		 	Name: Dominique Mielle
		  		 	Title:   Authorized Signatory
		
		  	 Canyon Capital Advisors LLC,
 a Delaware
Limited Liability Company,
 its Colateral Manager

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

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory


 Amendment No. 2 to the Affinion Credit Agreement 
  







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	 Agreed as of the date first above written:

		
	 Lender:
	  	Granite Ventures I Ltd.
		  	By: Stone Tower Debt Advisor LLC
		  	as its Collateral Manager
			
		  	By:	 	 /s/ Michael W. Delpercio

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
	 Lender:
	  	Granite Ventures II Ltd.
		  	By: Stone Tower Debt Advisors LLC
		  	 as its Collateral Manager

			
		  	By:	 	 /s/ Michael W. Delpercio

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
	 Lender:
	  	 Granite Ventures III Ltd.
 By: Stone Tower
Debt Advisors LLC
 as its Collateral Manager

			
		  	By:	 	 /s/ Michael W. Delpercio

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
	 Lender:
	  	 Rampart CLO 2007 Ltd.
 By: Stone Tower Debt
Advisors LLC
 as its Collateral Manager

			
		  	By:	 	 /s/ Michael W. Delpercio

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

			
		  	By:	 	 /s/ Michael W. Delpercio

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory


 Amendment No. 2 to the Affinion Credit Agreement 







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	 Agreed as of the date first above written:

		
	 Lender:
	  	Stone Tower CLO II Ltd.
		  	By: Stone Tower Debt Advisors LLC
		  	as its Collateral Manager
			
		  	By:	 	 /s/ Michael W. Delpercio

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

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
		  	Stone Tower CLO II Ltd.
		  	By: Stone Tower Debt Advisors LLC
		  	as its Collateral Manager
			
		  	By:	 	 /s/ Michael W. Delpercio

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

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
	 Lender:
	  	 Stone Tower CLO IV Ltd.
 By: Stone Tower Debt
Advisors LLC
 as its Collateral Manager

			
		  	By:	 	 /s/ Michael W. Delpercio

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory


 Amendment No. 2 to the Affinion Credit Agreement 







  

					
		  	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		  	 Agreed as of the date first above written:

		
	 Lender:
	  	Stone Tower CLO V Ltd.
		  	By: Stone Tower Debt Advisors LLC
		  	as its Collateral Manager
			
		  	By:	 	 /s/ Michael W. Delpercio

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

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
	 Lender:
	  	 Stone Tower Credit Funding I Ltd.
 By: Stone
Tower Fund Management LLC
 as its Collateral Manager

			
		  	By:	 	 /s/ Michael W. Delpercio

		  		 	Name: Michael W. Delpercio
		  		 	Title:   Authorized Signatory
		
	 Lender:
	  	Grand Central Asset Trust, CLAR Series
			
		  	By:	 	 /s/ Janet Haack

		  		 	Name: Janet Haack
		  		 	Title:   As Attorney In Fact
		
	 Lender:
	  	UBS AG, Stamford Branch
			
		  	By:	 	 /s/ Douglas Gervolino

		  		 	Name: Douglas Gervolino
		  		 	Title:   Director
		  		 	Banking Products Services, US
			
		  	By:	 	 /s/ Janice L. Randolph

		  		 	Name: Janice L. Randolph
		  		 	Title:   Associate Director
		  		 	Banking Products Services, US


 Amendment No. 2 to the Affinion Credit Agreements 







  

					
		 	 SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005

		
		 	 Agreed as of the date first above written:

		
	 Lender:
	 	Gulf Stream-Compass CLO 2002-I Ltd.
		 	By: Gulf Stream Asset Management LLC
		 	as Collateral Manager
			
		 	By:	 	 /s/ Barry K. Love

		 		 	Name: Barry K. Love
		 		 	Title:   Chief Credit Officer
		
		 	 Gulf Stream-Compass CLO 2003-I Ltd.
 By: Gulf
Stream Asset Management LLC
 as Collateral Manager

			
		 	By:	 	 /s/ Barry K. Love

		 		 	Name: Barry K. Love
		 		 	Title:   Chief Credit Officer
		
		 	 Gulf Stream-Compass CLO 2004-I Ltd.
 By: Gulf
Stream Asset Management LLC
 as Collateral Manager

			
		 	By:	 	 /s/ Barry K. Love

		 		 	Name: Barry K. Love
		 		 	Title:   Chief Credit Officer
		
		 	 Gulf Stream-Compass CLO 2005-II Ltd.
 By:
Gulf Stream Asset Management LLC
 as Collateral Manager,

			
		 	By:	 	 /s/ Barry K. Love

		 		 	Name: Barry K. Love
		 		 	Title:   Chief Credit Officer
		
	 Lender:
	 	CIFC Funding 2006-I, Ltd.
			
		 	By:	 	 /s/ Elizabeth C. Chow

		 		 	Name: Elizabeth C. Chow
		 		 	Title:   Head of Underwriting


 Amendment No. 2 to the Affinion Credit Agreement 








					
	 	  	SIGNATURE PAGE TO
AMENDMENT NO. 2 TO THE
AFFINION GROUP, INC. CREDIT
AGREEMENT DATED AS OF
OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
		  	Credit Suisse Loan Funds LLC,
			
		  	By:	 	 /s/ Barry Zamore

		  		 	Name: Barry Zamore
		  		 	Title:   Managing Director
			
		  	By:	 	 /s/ Robert Healey

		  		 	Name: Robert Healey
		  		 	Title:   Director
		
	 Lender:
	  	Citibank, N.A.,
			
		  	By:	 	 /s/ Christine M. Kanicki

		  		 	Name: Christine M. Kanicki
		  		 	Title:   Attorney-In-Fact
		
	 Lender:
	  	Senior Debt Portfolio
		  	 By: Boston Management and Research,
 as
Investment Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	 Lender:
	  	Eaton Vance Senior Income Trust
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	 Lender:
	  	Eaton Vance Institutional Senior Loan Fund
		
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 








					
	 	  	SIGNATURE PAGE TO
AMENDMENT NO. 2 TO THE
AFFINION GROUP, INC. CREDIT
AGREEMENT DATED AS OF
OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	 Lender:
	  	 Eaton Vance CDO VII PLC
 By: Eaton Vance
Management
 as Interim Investment Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	 Lender:
	  	Eaton Vance CDO VIII, Ltd.
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	 Lender:
	  	Eaton Vance CDO IX Ltd.
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	 Lender:
	  	Eaton Vance CDO XI Ltd.
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	 Lender:
	  	Grayson & Co.
		  	By: Boston Management and Research as Investment Advisor
			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 
  








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	 The Norinchukin Bank, New York Branch, through State Street Bank and Trust Company N.A.
 as Fiduciary Custodian

		  	By: Eaton Vance Management, Attorney-in-fact
			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	Lender:	  	Big Sky III Senior Loan Trust
		  	By: Eaton Vance Management as Investment Advisor
			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	Lender:	  	Eaton Vance VT Floating-Rate Income Fund
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	Lender:	  	Eaton Vance Limited Duration Income Fund
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President
		
	Lender:	  	Eaton Vance Senior Floating-Rate Trust
		  	 By: Eaton Vance Management
 as Investment
Advisor

			
		  	By:	 	 /s/ Michael B. Botthof

		  		 	Name: Michael B. Botthof
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 








					
		 	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		 	Agreed as of the date first above written:
		
	Lender:	 	Eaton Vance Floating-Rate Income Trust
		 	 By: Eaton Vance Management
 as Investment
Advisor

			
		 	By:	 	 /s/ Michael B. Botthof

		 		 	Name: Michael B. Botthof
		 		 	Title:   Vice President
		
	Lender:	 	Eaton Vance Variable Leverage Fund Ltd.
		 	 By: Eaton Vance Management
 as Investment
Advisor

			
		 	By:	 	 /s/ Michael B. Botthof

		 		 	Name: Michael B. Botthof
		 		 	Title:   Vice President
		
	Lender:	 	Eaton Vance Credit Opportunities Fund
		 	 By: Eaton Vance Management
 as Investment
Advisor

			
		 	By:	 	 /s/ Michael B. Botthof

		 		 	Name: Michael B. Botthof
		 		 	Title:   Vice President
		
	Lender:	 	Eaton Vance Short Duration Diversified Income Fund
		 	 By: Eaton Vance Management
 as Investment
Advisor

			
		 	By:	 	 /s/ Michael B. Botthof

		 		 	Name: Michael B. Botthof
		 		 	Title:   Vice President
		
	Lender:	 	Trimaran CLO IV Ltd
		 	By: Trimaran Advisors L.L.C
			
		 	By:	 	 /s/ David M. Millison

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

		 		 	Name: David M. Millison
		 		 	Title:   Managing Director


 Amendment No. 2 to the Affinion Credit Agreement 








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	 Venture CDO 2002, Ltd
 By its investment
advisor,

		  	MJX Asset Management LLC
			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	 Venture II CDO 2002, Ltd
 By its
investment advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	 Venture III CDO Ltd
 By its investment
advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	 Venture IV CDO Ltd
 By its investment
advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	 Venture V CDO Ltd
 By its investment
advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:


 Amendment No. 2 to the Affinion Credit Agreement 
  








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	 Lender:
	  	 Venture VI CDO Ltd
 By its investment
advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	 Venture VII CDO Ltd.
 By its investment
advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	 Vista Leveraged Income Fund
 By its
investment advisor,
 MJX Asset Management LLC

			
		  	By:	 	 /s/ Atha Baugh

		  		 	Name: Atha Baugh
		  		 	Title:
		
	Lender:	  	Dunes Funding LLC
			
		  	By:	 	 /s/ Tara E. Kenny

		  		 	Name: Tara E. Kenny
		  		 	Title:   Assistant Vice President
		
	Lender:	  	Latitude CLO I Ltd.
			
		  	By:	 	 /s/ Kirk Wallace

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

		  		 	Name: Kirk Wallace
		  		 	Title:   Senior Vice President


 Amendment No. 2 to the Affinion Credit Agreement 








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Stitching Pensioenfonds ABP
		  	By:	 	ABP Investments US, Inc., its agent
			
		  	By:	 	 /s/ Paul Spijkers

		  		 	Name: Paul Spijkers
		  		 	Title:   President/CEO
		
	Lender:	  	Avery Street CLO, Ltd.
			
		  	By:	 	 /s/ Andreas Feingold

		  		 	Name: Andreas Feingold
		  		 	Title:   Director
		
	Lender:	  	Emerson Place CLO, Ltd.
			
		  	By:	 	 /s/ Andreas Feingold

		  		 	Name: Andreas Feingold
		  		 	Title:   Director
		
	Lender:	  	Line Street CLO, Ltd.
			
		  	By:	 	 /s/ Andreas Feingold

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

		  		 	Name: Bradley Kane
		  		 	Title:   Portfolio Manager
		
	Lender:	  	Cambria Institutional Loan Fund
			
		  	By:	 	 /s/ Sean Walker

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

		  		 	Name: Sean Walker
		  		 	Title:   SVP


 Amendment No. 2 to the Affinion Credit Agreement 








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Alcentra Warehouse, LTD
			
		  	By:	 	 /s/ Sean Walker

		  		 	Name: Sean Walker
		  		 	Title:   SVP
		
	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

		  		 	Name: Erica L. Tarpey
		  		 	Title:   Authorized Signatory
		
	Lender:	  	Morgan Stanley Senior Funding, Inc.
			
		  	By:	 	 /s/ Donna M. Souza

		  		 	Name: Donna M. Souza
		  		 	Title:   Vice President
		
	Lender:	  	Bank of America N.A.
			
		  	By:	 	 /s/ James Ford

		  		 	Name: James Ford
		  		 	Title:   Senior Vice President
		
	Lender:	  	Franklin Floating Rate Master Series
			
		  	By:	 	 /s/ Richard Hsu

		  		 	Name: Richard Hsu
		  		 	Title:   Vice President
		
	Lender:	  	Franklin Floating Rate Daily Access Fund
			
		  	By:	 	 /s/ Richard Hsu

		  		 	Name: Richard Hsu
		  		 	Title:   Vice President
		
	Lender:	  	CLO IV Warehouse
			
		  	By:	 	 /s/ David Ardini

		  		 	Name: David Ardini
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 








					
		  	SIGNATURE PAGE TO AMENDMENT NO. 2 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		
		  	Agreed as of the date first above written:
		
	Lender:	  	Franklin CLO IV, Ltd.
			
		  	By:	 	 /s/ David Ardini

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

		  		 	Name: David Ardini
		  		 	Title:   Vice President
		
	Lender:	  	Blue Shield of California
			
		  	By:	 	 /s/ David Ardini

		  		 	Name: David Ardini
		  		 	Title:   Vice President


 Amendment No. 2 to the Affinion Credit Agreement 







 CONSENT 
 Dated as of June 1, 2007 
 Reference is made to (a) Amendment No. 2 to
the Credit Agreement dated as of June 1, 2007 (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, as amended by Amendment No. 1 to the Credit Agreement dated as of December 22, 2006 (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. 2 Effective Date, except that, on and after the
Amendment No. 2 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] 
  

 Amendment No. 2 to the Affinion Credit Agreement 









			
	AFFINION DATA SERVICES, INC.
	AFFINION GROUP, LLC
	AFFINION PUBLISHING, INC.
	CARDWELL AGENCY, INC.
	LONG TERM PREFERRED CARE, INC.
	AFFINION BENEFITS GRJOUP, INC.
	TRAVELER’S ADVANTAGE SERVICES, INC.
	TRILEGIANT AUTO SERVICES, INC.
	TRILEGIANT CORPORATION
	TRILEGIANT INSURANCE SERVICES, INC.
	AFFINION LOYALTY GROUP, INC.
	TRILEGIANT RETAIL SERVICES, INC.
		
	By:	 	 /s/ Nathaniel Lipman

		 	Title:   President and Chief Executive Officer
	
	CUC ASIA HOLDINGS
		
	By:	 	Trilegiant Retail Services, Inc., its General Partner
		
	By:	 	Trilegiant Corporation, its General Partner
		
	By:	 	 /s/ Nathaniel Lipman

		 	Name: Nathaniel Lipman
		 	 Title:   Chief Executive Officer of each of
             Trilegiant Retail Services, Inc., and
             Trilegiant Corporation



 Amendment No. 2 to the Affinion Credit Agreement